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License agreement SpiroGrooving™

PROCESSING OF YOUR PERSONAL INFORMATION

SpiroGrooving™ end user license agreement

AB SANDVIK COROMANT, Reg. No. 556234-6865, a limited liability company incorporated under the laws of Sweden having its registered office at SE-811 81 Sandviken, Sweden (the "Licensor"), hereby licenses the use of the SpiroGrooving™ software (the "Software", as further defined in Clause 1 below) to you (and the company for which you act, as applicable) (the "Licensee") subject to the Licensee's acceptance and full compliance of the terms and conditions of this end user license agreement (the "Agreement"). Each of the Licensor and the Licensee is hereinafter referred to as a "Party" and, jointly, as the "Parties".

Carefully read the terms set forth below. The terms will, if you wish to use the Software, form a legally binding agreement between the Licensor and the Licensee. By using the Software, the Licensee confirms that the Licensee has read and understood the terms of this Agreement and agrees to and is thereby legally bound by the terms and conditions set forth in this Agreement. If the terms are not accepted, do not use the Software.

1. DEFINITIONS

"Agreement" means this end user license agreement as defined above.
"Confidential Information" means as defined in Clause 9.1.
"Distributor" means a company designated by the Licensor that has distributed the Software to the Licensee.
"Effective Date" means as defined in Clause 10.1.
"License" means the license granted by the Licensor pursuant to Clause 2.1.
"Licensee" means as defined above.
"License Fee" means the compensation or other fees to be paid by Licensee to the Licensor (respectively, in case the Licensee has purchased the Software via a Distributor, to the Distributor) in consideration of the License.
"License Key" means the digital code provided to Licensee by the Licensor, which provides Licensee access to the Software.
"Licensor" means as defined above.
"Territory" means the country in which the Licensee has its legal seat.
"Software" means the SpiroGrooving™ software product as made available under this License, and any Updates thereto, as further set out in Clause 4.3 below.
"System Requirements" mean OS Windows 7/8.1 32/64 –bit; .NET Framework 4.5, and/or any other system requirements subsequently communicated by the Licensor. SANDVIK CLICK-WRAP SPIROGROOVING™ END USER LICENSE AGREEMENT 2(7)
"Third Party Software" means software provided by third parties that may be included, provided with or otherwise used together with the Software as specified in Clause 2.3.
"Update" means a revision of the SpiroGrooving™ software which may be distributed by Licensor. Updates may, within the sole discretion of Licensor, include bug fixes and corrections, new functionality, modules or products.

2. GRANT OF LICENSE

2.1 Provided that the License Fee is duly paid by the Licensee, and subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee a non-exclusive, non-transferable, non-assignable, non-sub-licensable, limited license to use the Software (the "License").

2.2 The Licensee may allow its employees and third party consultants to access and use the Software, provided that (i) this is done using the License Key; (ii) this is done solely for the Licensee's operations permitted hereunder; (iii) the Licensee ensures that such employees' and consultants' use of the Software complies with the terms of this Agreement; and (iv) the Licensee undertakes to hold Licensor harmless against any and all costs, claims and damages incurred by Licensor due to such employees' or consultants' use of the Software in breach of this Agreement.

2.3 The Software contains certain Third Party Software which is provided solely under the terms and conditions provided by its respective suppliers. The Licensee may, if the Software supports such functionality, add additional Third Party Software not provided together with the Software. Any such additional Third Party Software is licensed solely on the terms and conditions provided by its respective suppliers. The Licensor does not support or endorse the use of any Third Party Software together with the Software and assumes no liability whatsoever for any errors in the Software or any other liability whatsoever that may occur as a result of the use of any Third Party Software.

3. LICENSE RESTRICTIONS

3.1 No other rights than those expressly set forth in Clause 2 above are granted hereunder. The Licensee may under no circumstances use the Software for any other purposes than those set forth in this Agreement.

3.2 Licensee may not (nor allow anyone else to do so) copy, transfer or otherwise use the Software, wholly or partly, otherwise than as specified in this Agreement.

3.3 Licensee undertakes not to (nor permit anyone else to) alter, modify, decompile, disassemble, reverse engineer whole or any part of the Software in any way whatsoever, or otherwise attempt to determine source code of the Software, unless to the extent permitted under mandatory law.

3.4 Licensee may only use the Software for Licensee's own internal business purposes, and may not sub-license, rent or lend the Software or otherwise permit anyone other than as set forth in Clause 2.2 (including, without limitation, any parent, subsidiary or other affiliated entity of Licensee), either directly or indirectly, for payment or otherwise, to make use of or otherwise dispose of the Software. The Licensee may not use the Software to process data for any third party. SANDVIK CLICK-WRAP SPIROGROOVING™ END USER LICENSE AGREEMENT 3(7)

3.5 For the avoidance of doubt, Licensee may not sub-license, rent or lend the NCcode generated by the Software, or otherwise permit anyone other than as set forth in Clause 2.2 (including, without limitation, any parent, subsidiary or other affiliated entity of Licensee), either directly or indirectly, for payment or otherwise, to make use of or otherwise dispose of such NC-code.

3.6 Licensee may only use and access the Software in the Territory. As further set out in Clause 8 below, the Licensor may audit Licensee's use of the Software. In case it is established that the Software is used in other geographical locations than in the Territory, the Licensor reserves the right to (i) declare the License null and void; (ii) block the Licensee from any future use of the Software; and (iii) require the Licensee to pay a conditional fee of EUR 10,000 for each geographical location (other than the Territory) in which the Software has been used.

3.7 In order for the Licensee to able to access and use the Software, the equipment on which the Software is being used must fulfil the System Requirements.

4. NO SOFTWARE SERVICES

4.1 This Agreement does not include Software-related services, including but not limited to installation, training, maintenance- or support services.

4.2 The Licensee shall be solely responsible for the performance and result of any such services performed by the Licensee or by a third party engaged by the Licensee.

4.3 The Licensor may, in its own discretion, provide Updates. Unless a subsequent license is provided with an Update, any and all Updates shall be governed by and subject to the conditions of this Agreement.

5. LIABILITY IN RELATION TO THE USE OF THE SOFTWARE

5.1 The Licensee shall be solely responsible for its activities related to the use of the Software. The Licensee undertakes to indemnify and hold the Licensor harmless from any liability inflicted upon or incurred by the Licensor, resulting from any use of the Software thereof by the Licensee or by a third party who has obtained, lawfully or unlawfully, the Software or copies thereof from the Licensee, including, but not limited to, claims from third parties, damages, lost profits and additional license fees for the Licensor or other costs, including reasonable attorney's fees.

6. NO WARRANTY AND LIMITATION OF LIABILITY

6.1 The Software is made available to the Licensee strictly on an "as is" basis. Licensor does not make, and hereby expressly excludes, any and all representations or warranties whether express or implied (either in fact or by operation of law) with respect to the Software, including with respect to information and data provided in the Software, functionality, absence of errors and interruptions, merchantability or fitness for a particular purpose. Consequently, the Licensor accepts no liability whatsoever for information and data provided in the Software, or defect, error, or imperfection in the Software.

6.2 The Licensor's liability arising out of this Agreement shall be limited to the Licensee Fee. The Licensor shall in no event be liable for any loss of revenue, profit, data, or indirect, incidental, special, consequential, punitive or other SANDVIK CLICK-WRAP SPIROGROOVING™ END USER LICENSE AGREEMENT 4(7) damages arising out of the use of the Software or in connection with the Software by any person, however caused and regardless of whether the Licensor is informed of the possibility of damages in advance. These limitations apply to all causes of action, including breach of contract, breach of warranty, negligence, strict liability, misrepresentation and other torts.

6.3 The Swedish Sales of Goods Act (SFS 1990:931) or the International Sales of Goods Act (CISG) (SFS 1987:822) shall not be applied to any provision of this Agreement or to any delivery of the Software.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Subject only to Clause 2.3 above, the Licensor has and will retain all ownership or license rights in or relating to the Software, the European patent application EP14195481 and all other related intellectual property rights, including without limitation all copyrights and copyright protected materials and neighbouring rights including, but not limited to, database rights, patents and patentable inventions, design rights, know how (whether such know how is in itself patentable or not), trade secrets, registered or unregistered trademarks, service marks, related goodwill, any applications in respect of the foregoing (if applicable) and any and all other rights in any country as well as any Confidential Information and/or proprietary information. The Licensee will have no rights in and to the Software except as explicitly stated in this Agreement and nothing in this Agreement shall be construed to convey any title or ownership rights in the Software or any related intellectual property rights or other rights to the Licensee.

7.2 Subject to Clause 7.1 above, the Licensor agrees to indemnify and hold harmless the Licensee from and against any third party claims, losses, costs, damages, and expenses arising as a result of or in connection with a third party claim that the use of the Software infringes any valid copyright or patent, provided that (i) the Licensor is given complete control of such claim; (ii) the Licensee does not prejudice the Licensor's defence of such claim; and (iii) that the Licensee gives the Licensor all reasonable assistance with such claim.

7.3 In the event of an infringement claim in accordance with Clause 7.2, the Licensor shall use reasonable efforts to (at the option of the Licensor) either (i) replace or modify the infringing part of the Software or (ii) obtain a license from the infringed party, permitting the continued use of the Software. In the event the Licensor considers, at its sole discretion, that none of the above alternatives is possible at a reasonable cost to the Licensor, then the Licensee shall be obliged to stop using the Software (whereupon the Agreement shall be considered as terminated with immediate effect) and the Licensee will in such case as full and final compensation obtain a full refund of the License Fee.

7.4 Licensor shall have no liability for any claim based upon: (a) the combination, operation or use of the Software with equipment, devices or software not supplied or specified by Licensor; (b) the alteration or modification of the Software that was not made by Licensor; or (c) the failure by Licensee to use the most current version of the Software.

7.5 This Clause 7 states the entire liability of Licensor with respect to infringement of any intellectual property rights by the Software and Licensor shall have no additional liability with respect to any alleged or proven infringement. SANDVIK CLICK-WRAP SPIROGROOVING™ END USER LICENSE AGREEMENT 5(7)

8. PRIVACY

8.1 The Software uses Google Analytics, a web analytics service provided by Google Inc., in which sessions are cached in the Software and pushed to the Licensor's Google Analytics accounts.

8.2 Google Analytics collects the following information regarding Licensee's use of the Software: The Licensee's geographic location and the software license key under which the Licensee is using the Software. It also collects information about functions in the Software, such as its version and performance. The information is used by the Licensor to monitor the quality of the Software and to enforce its legal rights in the Software.

8.3 The Licensor may share the information collected via Google analytics with entities within the Sandvik group; with third party providers engaged by Licensor for the development of the Software and, if necessary, also with other third parties for the purpose of (i) meeting any applicable law, regulation, legal process or enforceable governmental request; (ii) enforcing the Agreement, including investigation of potential violations; and (iii) detecting, preventing or otherwise addressing fraud, security- or technical issues.

8.4 Please note that you as a Licensee will not be able to refuse or amend the collection of information in accordance with this Clause 8, and that your acceptance of the Agreement constitutes an acceptance of the Licensor's collection of information as set out herein.

9. CONFIDENTIALITY

9.1 The Licensee undertakes to treat as confidential and not disclose any information contained or embodied in the Software and any material provided by the Licensor (hereinafter collectively referred to as the "Confidential Information") to any third party or use such Confidential Information for any other purpose than for the due performance of this Agreement.

9.2 The Licensee shall not without the prior written consent of the Licensor divulge any part of the Confidential Information to any person except to (i) the Licensee's employees and third party consultants on a strict need to know basis; (ii) the Licensee's auditors and any other persons or bodies having a right, duty or obligation to know the business of the Licensee and then only in pursuance of such right, duty or obligation; and (iii) any person who is from time to time appointed by the Licensee to maintain any equipment on which the Software is being used (in accordance with the terms of the License) and then only to the extent necessary to enable such person properly to maintain such equipment.

9.3 The Licensee undertakes to ensure that the persons and bodies mentioned in Clause 9.2 are made aware prior to the disclosure of any part of the Confidential Information that the same is confidential and that they owe a duty of confidence to the Licensor.

10. TERM, TERMINATION AND EFFECTS OF TERMINATION

10.1 The License shall commence upon the first use of the Software by the Licensee (the "Effective Date") and continue perpetually unless the Agreement is terminated by Licensee or is otherwise terminated under this Clause 10. SANDVIK CLICK-WRAP SPIROGROOVING™ END USER LICENSE AGREEMENT 6(7)

10.2 Either Party may terminate this Agreement forthwith on giving notice in writing to the other Party if the first Party (i) commits a material breach of this Agreement and (in the case of a breach capable of being remedied) shall have failed, within thirty (30) days after the receipt of a request in writing from the other Party to do so, to remedy the breach (such request is to contain a warning of such Party's intention to terminate the Agreement); or (ii) becomes insolvent or starts negotiations about composition with its creditors or a petition in bankruptcy is filed by it or it makes an assignment for the benefit of its creditors.

10.3 Forthwith upon the termination of the Agreement, the Licensee shall cease all use of the Software and, if requested by the Licensor, cause all copies of the Software to be returned to the Licensor or destroyed and certify in writing to the Licensor that the same has been done.

10.4 Any termination of the Agreement (for any reason) shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of Clauses 5, 6, 7, 9, 10, 11, 12, 13 and 14 hereof.

11. ASSIGNMENT

The Licensee shall not be entitled to assign, sub-license or otherwise transfer its rights and obligations under the Agreement, whether in whole or in part without the prior written consent of the Licensor. The Licensor shall be entitled to assign the Agreement and any and all of its rights and obligations hereunder to any company which is from time to time a holding company or a subsidiary of the Licensor or a subsidiary of any such holding company. Further, in the event of a transfer of the Licensor's business relating to the Software is transferred to a third party, the Licensor may, simultaneously and together with such transfer and without the consent of the Licensee, assign its rights and obligations under the Agreement to the acquirer of such business.

12. WAIVER

The failure of either Party hereto to insist upon the strict adherence to any term of the Agreement on any occasion shall not be considered as a waiver of any right hereunder nor shall it deprive that Party of the right to insist upon the strict adherence to that term or any other term of the Agreement at some other time.

13. ENTIRE AGREEMENT

The Agreement supersedes any and all other agreements, oral or written, between the Parties hereto (including for the avoidance of doubt any framework agreements or other supply- or service agreements in force between the Parties) with respect to the subject matter hereof.

14. GOVERNING LAW AND ARBITRATION

14.1 The Agreement shall be governed by, and construed and enforced in accordance with the substantive laws of Sweden without regard to its principles of conflicts of laws.

14.2 Any and all dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of SANDVIK CLICK-WRAP SPIROGROOVING™ END USER LICENSE AGREEMENT 7(7) Commerce (the SCC Institute). The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the SCC Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators. The seat of the arbitration shall be Stockholm, Sweden, and the language of the proceedings shall be English.

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Processing of your personal information

For the purposes of (i) identifying a recipient of the SpiroGrooving license; (ii) communicating updates and similar information related to the SpiroGrooving application; and (iii) enforcing our legal rights in relation to the use of the SpiroGrooving license, AB Sandvik Coromant will process your name and email address, which constitutes your personal information.

AB Sandvik Coromant is the data controller of such personal information. Our contact details are:

info.group@sandvik.com

Company name: Sandvik Coromant AB
Company number: 556234-6865
Address: Mossvägen 10, 811 81 Sandviken
Email: Phone nr:

AB Sandvik Coromant may share the information it has collected about you (i) with AB Sandvik Coromant's affiliates throughout the world, for the purpose of distributing the SpiroGrooving licenses and any subsequent information and updates; (ii) with our legal representatives, courts and law enforcement authorities, if we believe in good faith that we are required to do so by law or in order to defend our legitimate rights and interests, e.g. in order to enforce the end user license agreement; and (iii) in the context of a business transfer, e.g. in case of a merger or in case a person or company acquires assets or business of AB Sandvik Coromant.

AB Sandvik Coromant is based in Sweden and your personal information is collected and processed in accordance with Swedish privacy laws and EU Directive 95/46/EC on data protection. As described above, AB Sandvik Coromant may however share your information with third parties, out of which some may be located in countries outside the European Economic Area ("EEA"). You should be aware that the privacy laws in such countries may not be equivalent to the EU privacy laws, and that by agreeing to the processing of your personal information as set out herein, you consent to your personal information being transferred to and processed in countries outside the EEA.

info.group@sandvik.com

You are entitled to receive information about our use of your personal information, and to require that we correct, block or erase personal information which we hold about you. In order to receive such information, or to object to the processing of any information, please send an email to specifying your request.

 
 

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