1. Welcome to SixSq
1.1 Thanks for your interest in our Software. This Software is provided by SixSq Sàrl (SixSq) located at Rue du Bois-du-Lan 8, 1217, Meyrin, Geneva, Switzerland.
1.2 This is an End User License Agreement (EULA) which is a legal agreement between you the End-User, and SixSq for your use of the Software. This EULA is subject to the Terms, in the event of any conflict with this EULA the Terms shall prevail. Please read the terms and conditions of this EULA and the Terms carefully before using, copying or continuing with the installation the Software. By clicking the ‘I ACCEPT’ button or otherwise installing, copying, or using the Software you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install, copy or use the Software; instead immediately inform SixSq via firstname.lastname@example.org and return the Software and all copies of it together with any SixSq Materials to SixSq by registered post.
1.3 In this EULA we use the following defined terms a lot: Claims means all warranties, claims, liabilities, suits, losses, damages and expenses, including costs and reasonable attorney’s fees of any kind whether in contract, tort or otherwise; Customer means the person so described in the Order Confirmation, or if none, in the Order, who purchases and/or subscribes for the Products; End-User means the user authorised by Customer to use the Software and/or Subscription Services; Intellectual Property Rights means all rights in any country or jurisdiction in patents, inventions, trade secrets and other rights in know-how, copyrights (including any extensions or renewals), rights affording equivalent protection to copyright, data, rights in database, registered designs, design rights, industrial designs and utility models, trademarks, trade names, trade dress, logos, domain names, business names, and all registrations or applications to register any of the foregoing items: Terms means SixSq’s terms and conditions applying to SixSq’s Products available on SixSq’s website sixsq.com from time to time; Order means Customer’s purchase order for Products; Order Confirmation means a written confirmation issued by SixSq to Customer accepting Customer’s Order; Personnel means a party’s employees, directors, officers agents, contractors and/or representatives; Services shall have the meaning ascribed in the Terms; Service Offer means SixSq’s offer issued to Customer for the supply of Products or in response to a tender or request for proposal; SixSq Materials means all materials, equipment, documents and other property of SixSq supplied with the Software; SixSq Partner means an agent, re-seller, systems integrator or distributor authorised by SixSq to sell, lease and/or provide Products to Customers; Software means the computer programs, software and/or any firmware (and any modifications or improvements thereto) licensed by SixSq to the End User subject to this EULA, including all computer programs, software and/or any firmware made available to the End User through Subscription Services; Specification shall have the meaning ascribed in the Terms; and (Subscription Services) means the provision of Services on a subscription basis. Also where the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
2.1 Any Software supplied to the End-User pursuant to this EULA is provided under licence only, and title to the Software is retained by SixSq. The End-User acknowledges and agrees that: (a) all Intellectual Property Rights in the Software belong to SixSq; (b) that rights in the Software are licensed (not sold) to the End-User; (c) and that the End-User has no rights in the Software other than the right to use the Software in accordance with this EULA.
2.2 The integrity of the Software may be protected by technical property measures so that: (a) the Intellectual Property Rights, including copyright, in the Software are not misappropriated; (b) to ensure that SixSq has received payment in full for the Products; and (c) to ensure that Customer has complied with the end-customer identification and other obligations described in the Terms. The End-User must not attempt in any way directly or indirectly to remove or circumvent any such technical property measures.
2.3 The Software is licensed on either: (a) an indefinite fully paid up basis; or (b) on a subscription/rental basis for a limited time period for which Customer has made full payment. The terms of the license and any license access code (see below in Clause 2.4) are specified in the Order Confirmation or the Service Offer. Any upgrades and/or major version changes to Software requires the Customer to purchase a support and/or maintenance service from SixSq.
2.4 Customer may be provided with an access code for use of the Software for the duration of this EULA, subject to payment being received by SixSq for the Products continuing to be up to date, and SixSq continuing to be satisfied that the Software is being used by Customer and its End-Users in accordance with the Terms.
2.5 Subject to full payment by Customer for the Software and the Products and Customer’s compliance with the Terms and this EULA, SixSq hereby grants the End-User a non-exclusive and non-transferable license to the Software on the following terms: (a) the End-User shall only use the Software for normal use as described in the Specification; (b) the End-User shall not copy (except to the extent permissible under applicable law or for normal operation of the Software), reproduce, translate, adapt, vary or modify the Software, nor communicate it to any third party, without SixSq’s prior written consent; (c) the End-User shall not rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software; (d) the End-User shall not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things except to the extent permitted by applicable law; (e) the End-User shall not use the Software on any equipment other than that approved or supplied by SixSq, and shall not remove, adapt or otherwise tamper with any copyright notice, legend or logo which appears in or on the Software on the medium on which it resides; and (f) the End-User shall replace the current version of the Software with any updated or upgraded version or new release provided by SixSq to Customer promptly on receipt of such version or release.
2.6 End User acknowledges and agrees that: (a) the Software may not be free of bugs or errors and the existence of any minor bugs or errors shall not constitute a breach of this EULA; and (b) that any bugs, errors and/or restrictions in the use of the Software may be resolved by updating to the then current version of the Software and if the Customer chooses not to update or upgrade when recommended by SixSq then Customer shall be solely responsible and liable for bugs, errors and/or restrictions in the use of the Software; and (c) that the Software has not been developed to meet Customers individual requirements and therefore it is Customer’s responsibility to ensure that the functions of the Software as described in the Specification meet Customer’s requirements.
2.7 SixSq’s only warranty for the Software is specified in the Terms and is applicable to this EULA provided that: (a) only Customer may make any warranty Claim hereunder and subject always to the Terms; and (b) the End-User may not itself otherwise make any Claims against SixSq hereunder or otherwise.
3. Termination of the License
3.1 The license to use the Software hereunder shall expire or terminate in accordance with the Terms. Without prejudice to the foregoing, the license shall be terminable by SixSq on written notice if: (a) the continued use or possession of the Software by Customer or End-User infringes SixSq’s or a third party’s rights; or (b) Customer or End-User commits a material or persistent breach of this EULA or the Terms which Customer and/or End-User fails to remedy (if remediable) within 10 days of written notice from SixSq.
3.2 Without limiting its other rights or remedies, SixSq may terminate this license and/or EULA with immediate effect on notice to the End-User if SixSq has not received full payment for the Products on the due date for payment, or if a false or misleading information is provided in respect of the end–customer.
3.3 Upon termination of this license and EULA for any reason: (a) all rights granted to the End-User under this EULA shall cease; (b) the End-User must cease all activities authorised by this EULA; (c) the End-User must immediately pay to SixSq any sums due to SixSq under this EULA; (d) the End-User must immediately delete or remove the Software from all computer equipment in the End-User’s possession, and at SixSq’s option, immediately destroy or return to SixSq all copies of the Software and any SixSq Materials (and any deliverables which have not been fully paid for then in the End-User’s possession), and, in the case of destruction, certify to SixSq that the End-User has done so; (e) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of this EULA which existed at or before the date of termination or expiry; and (f) Clauses which expressly or by implication have effect after termination shall continue in full force and effect.
4. Limitation of Liability
SixSq shall not in any circumstances be liable for any loss of use, production, profit, business, contracts, revenues or anticipated savings, any loss of information, any loss of opportunity, goodwill or reputation, any loss of, damage to or corruption of data, any increase in operating costs, any product recall or corrective action costs or any other financial or economic loss or any indirect or consequential loss or damage whatsoever whether suffered by the End-User or by any third party. Software is not intended for use in direct life support applications where malfunction may result in direct physical harm or injury to persons and no warranties of any kind are given by SixSq for any such use. The exclusions and limitations of liability contained in the Terms shall apply to any Claims pursuant to this EULA.
The End-User shall defend, indemnify and hold harmless SixSq, its affiliated companies, SixSq Partners and their Personnel from and against all Claims, relating to or resulting from: (a) the breach by End-User of any obligation, representation or warranty in the EULA; (b) acts or omissions of the End-User at an SixSq or SixSq Partners’ facility including Claims resulting from injuries to the End-User, or Claims resulting from injuries, property damage, and loss of data caused by the End-User; and (c) the End-User’s failure to comply with all applicable laws or to obtain all licenses, permits and approvals necessary under this EULA.
The obligations of confidentiality contained in the Terms shall apply to this EULA.
7. Jurisdiction and applicable law
This Agreement shall be governed by the laws of Switzerland without regard to its conflict of laws provisions. The provisions of the UN Convention on Contracts for the International Sale of Goods of January 1, 1988 shall not apply to this Agreement. The parties consent to the exclusive jurisdiction of the courts of Geneva, Switzerland for the adjudication of any disputes arising under this Agreement.
8.1 The parties agree that no condition of, or benefit conferred by, this EULA will be enforceable by any third party, provided that: (a) SixSq may perform its obligations and exercise the rights granted under this EULA through any affiliated company or an SixSq Partner, or carry out its obligations through its Personnel in its absolute discretion for that purpose; and (b) Customer may enforce the rights of the End-User under this EULA. SixSq may assign the rights and benefits arising from this EULA or any part of it to any of its affiliated companies.
8.2 SixSq may make changes to this EULA from time to time which will be published on SixSq’s website.