End-User License Agreement (EULA)
Definitions
Account means either an Admin Account or a User Account;
Admin Account means an administrative user account created by the Customer on the Solution with unique access details;
Agreement means the entire agreement between the Company and Figaf, whether the Company is a Customer or Partner of Figaf.
Company means the business entity with an Agreement with Figaf and to which the User is connected and authorised to use the Solution on behalf of, either as an employee or a third party of the business entity.
Solution means the platform and all services provided by Figaf and as available for the Company and its’ Users to use;
User means any person using the Solution from its’ User Account or Admin Account and regardless of if the user is an employee of a Partner, a third-party End User or a Customer.
User Account means a user account created on the Solution with unique access details;
Figaf Solution and Services
Figaf is a purpose-built on-premises software Solution allowing you to manage integration on SAP Integration Suite and SAP PI/PO and handle migration in one out-of-the-box solution.
User Rights and Restrictions
Subject to effective payment of the subscription fee, the User is granted a non-exclusive, non-transferable, revocable, worldwide right to access and use the Solution, including the right to install and operate the Solution in accordance with the Agreement entered between the Company and Figaf, and this EULA.
The rights of use granted in this EULA are limited to:
- Use related to the business activities of the legal entity of the Company or any entities controlled by the Company
- Use for each of the included services cf. the Agreement is limited to the number of attributes set out in the Order Form in the Agreement between the Company and Figaf; and
- The rights of use do not include the right to change or adapt, rectify errors in, or reverse engineer the Solution.
The Company and its’ Users are solely responsible for the installation and configuration of the Solution. The User agrees to follow all installation procedures and guidelines provided by Figaf, and any deviations from such procedures and guidelines without Figaf’s consent shall void any warranties and support obligations.
As Figaf delivers on-premise software without access rights for Figaf, the Company and its’ Users must sure the effective use of the Solution, and perform all necessary maintenance tasks, installing new version as released by Figaf, applying patches, updates, and upgrades as provided and recommended by Figaf. The Company and its’ Users shall also follow industry best practices and standard when performing installation, configuration and maintenance.
The Company and its’ Users are solely responsible for performing regular data backups to prevent data loss, for implementing and maintaining appropriate security measures to protect the Solution and data processed herein, and for complying with all relevant legislation in regards to the User’s use of the Solution and in regards to data provided to the Solution including but not limited to ensuring that data does not (i) include any data that may infringe or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, (ii) include any data that is obscene, defamatory, harassing, offensive or malicious or (iii) include data which does not comply with data privacy regulations.
The User is otherwise responsible for all its activities pertaining to the use of the Solution.
Technical Support
Figaf shall deliver technical support to the User to diagnose and resolve any issues related to the Solution. Support is offered solely the latest version of the Solution. Support is available Monday to Friday 9:00 to 17:00 CET/CEST. Figaf strives to respond within three (3) business days.
Intellectual Property Rights
Figaf retains all rights, title, and interest in and to the Solution, including but not limited to the source code, object code, documentation, and any modifications, enhancements, or derivative works thereof. The User accepts that no ownership rights are transferred to the User. If any intellectual property rights lie with the User, and it relates to the Solution, the User grants Figaf a royalty-free, worldwide, transferable, sublicensable, irrevocable perpetual license to use or incorporate any such intellectual property rights, such as ideas, suggestions, recommendations, or other feedback for the future development of any new or existing software or services.
Subject to this EULA and any Agreement between the Company and Figaf, Figaf hereby grants the User a non-exclusive, non-transferable, and non-sublicensable license to use the Solution solely for the User’s internal business operations and for the purposes permitted under this EULA. This license includes a right to make copies of the Solution as necessary to allow the Users to use the Solution, provided that the copies are subject to this EULA.
The User is not, neither itself or by granting permission to a third-party, allowed to, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Solution. Third parties that are not authorized cf. clause 3.2 (a) may not gain access to the Solution, and the User is responsible for preventing unauthorized access to the Solution installed on the User’s premises.
Confidentiality
The User agrees to maintain the confidentiality of the Solution and any related documentation, including any proprietary information, trade secrets, or other confidential material provided by Figaf. The User shall not disclose, distribute, or otherwise make available the Solution or any confidential information to any third party without the prior written consent of Figaf. This obligation of confidentiality shall survive the termination of any Agreement between the Company and Figaf.
Personal Data
The User acknowledges that Figaf, as the data controller, will process the User’s personal data in accordance with applicable data protection laws and regulations. The types of personal data collected, the purposes for which they are processed, and the rights of the User regarding their personal data are detailed in Figaf’s Privacy Policy.
Indemnification
The User is obliged to indemnify and hold harmless Figaf for any and all expenses and any third-party claims caused by (i) any use of the Solution in violation with the Agreement and this EULA, (ii) any use of the Solution in violation with applicable law and regulation, (iii) any unauthorized use by the User.
Limitation of Liability
In no event shall Figaf, its officers, agents, employees, or suppliers be liable to any person or entity for the loss of profits or for indirect or consequential damages arising out of or related to the Solution or the performance of the functionalities herein, even if Figaf or its officers, agents, employees, or suppliers have been advised of the possibility of such damages. For the avoidance of doubt loss of data and the cost of restoration thereof shall be considered indirect damages hereunder.
In no event shall the total, cumulative liability, including without limitation damages, proportional reductions, and indemnifications, of Figaf and its suppliers exceed 100 % of the yearly subscription set out in the Agreement between the Company and Figaf, without any the fee for any subsequent renewal periods.
Warranties and Disclaimers
Expect as otherwise expressly set forth in any Agreement between the Company and Figaf, and in this EULA, Figaf undertakes no representations of whatsoever nature and Figaf disclaims and excludes to the maximum extent permitted by applicable law any and all representations, warranties, and conditions concerning title, non-infringement, satisfactory quality, merchantability, and/or fitness for a particular purpose with respect to the Solution.
Under no circumstances shall Figaf be responsible for any non-compliance attributed in whole or in part to the User’s misuse, abuse, changes, modifications, updates, alterations, repair or enhancements to the Solution.
Term and Termination
This EULA shall commence on the date the User first installs or uses the Solution and shall continue in effect until the Agreement between the Company and Figaf is terminated in accordance with the terms of the Agreement.
Upon termination of this EULA, the User shall immediately cease to use the Solution and any new releases provided by Figaf. Figaf is entitled to audit or elsehow request documentation that the Solution is no longer used by the User.
Dispute Resolution and Governing Law
This EULA shall be governed by Danish Law and any dispute arising out of or in connection with this EULA shall be finally settled by the Danish Institute of Arbitration in accordance with the Institute’s “Rules of Arbitration”.