End user license agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU, (HEREINAFTER "LICENSEE") AND ARCUSYS OY (HEREINAFTER "LICENSOR") FOR THE LICENCE OF THE SOFTWARE AS DESCRIBED HEREIN. PLEASE REVIEW THE FOLLOWING TERMS CAREFULLY. BY DOWNLOADING TO LICENSED SOFTWARE YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THEM. IN THE EVENT THAT YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT DOWNLOAD THE SOFTWARE TO YOUR COMPUTER. AND ERASE OR OTHERWISE DESTROY ALL POSSIBLE COPIES OF THE SOFTWARE IN YOUR POSSESSION. IF YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF ANY PERSON, CORPORATION OR ORGANISATION YOU THEREBY REPRESENT THAT YOU ARE DULY AUTHORISED TO BIND THAT PERSON, CORPORATION OR ORGANISATION TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE NOT SO AUTHORISED, YOU ARE PERSONALLY LIABLE FOR COMPLIANCE WITH ALL OBLIGATIONS IN THIS AGREEMENT.

1. Definitions.

Agreement means this Software Licence Agreement between Us and You;

Software means Valamis - eLearning for Liferay software products being provided to You under this agreement

2. License Granted

The Licensor grants Licensee a permanent, non-exclusive and non-transferable right to use one (1) copy of the Software license for your internal data processing requirement.

This Software is owned by the Licensor, and it is protected by copyright laws, international treaties and other applicable national laws. All rights, including, but not limited to, copyright and other intellectual property rights, title and interest in or to the Software, user manuals and other documentation, translations, modifications, enhancements, changes or copies thereof as well as derivative works based upon the Software and related documentation, shall at all times remain the exclusive property of the Licensor. No rights whatsoever is transferred or given to the Licensee as expressly provided herein.

This agreement only gives the Licensee a limited right of use, which is revocable by Licensor. The Licensee may not sell, sublicense, transfer or otherwise assign any of its rights to any third party without prior written permission from the Licensor. In the case of such a transfer is so authorised by the Licensor, the Licensee must pass all material received to the approved third party, and any backup copy in possession of the Licensee must be erased or otherwise destroyed.

EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT THE LICENSEE MAY NOT:

use the Software in any manner to provide service bureau, time sharing or other comparable information technology services to third parties;

copy the Software or related documentation in whole or in part;

modify the Software;

reverse engineer, disassemble or decompose the software unless otherwise provided by the applicable laws;

sublicense, assign, or transfer the license, this Agreement or rights or obligations of the Licensee under this Agreement without the prior written consent of the Licensor.

IF THE LICENSEE TRANSFERS POSSESSION OF ANY COPY, MODIFICATION, OR MERGED PORTION OF THE SOFTWARE IN VIOLATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, ALL OF LICENSEE´S RIGHTS UNDER THIS AGREEMENT SHALL IMMEDIATELY BE TERMINATED.

3. Term and Termination of the License

The license is free trial license (one-month).

4. Limited Warranty

THE SOFTWARE IS LICENSED ON AN "AS IS" BASIS. THE LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET REQUIREMENTS OF THE LICENSEE OR OPERATE UNINTERRUPTED OR ERROR- OR BUG-FREE OR IN ALL COMBINATIONS SELECTED FOR USE BY THE LICENSEE.

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT OR REQUIRED BY STATUTE, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE. THE LICENSOR AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND SATISFACTORY QUALITY.

THE LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAMS WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR IN ALL COMBINATIONS SELECTED FOR USE.

5. Limitation of Liability

THE LICENSOR'S CUMULATIVE LIABILITY TO THE LICENSEE OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL, TO THE EXTENT THAT SUCH DAMAGE IS NOT CAUSED BY THE GROSS NEGLIGENCE BY THE LICENSOR, NOT EXCEED THE LICENSE FEE PAID TO THE LICENSOR FOR THE USE OF THE SOFTWARE. IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OR LOST PROFITS, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR CLAIMS, DEMANDS OR ACTIONS AGAINST THE LICENSEE BY ANY PERSON OR LOSS OF OR DAMAGE TO LICENSOR DATA FROM ANY CAUSE.

6. General

The Licensee is responsible for ensuring that the Software is used in accordance with the instructions. Licensee is also responsible for maintaining back-up data necessary to replace data in the event of loss or damage to such data from any cause.

Neither party will be liable for failure to fulfil its obligations when due to causes beyond its reasonable control (Force Majeure).

If any provision of this Agreement is declared void or unenforceable, this shall not nullify the remaining provisions of this Agreement which shall remain in full force and effect.

This Agreement shall be governed and construed in accordance with the laws of Finland. Both parties agree that the exclusive jurisdiction and venue of any dispute or action arising out of or in connection with this Agreement shall be the district court of Helsinki (Helsingin käräjäoikeus).

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.