This Agreement contains the terms and conditions that apply to the purchase of Heimdal Security (“Heimdal”) products and/or services and support listed on the MSPs Service Agreement. By accepting delivery of the Heimdal products and/or services and support described on the MSP Service Agreement, MSP agrees to be bound by and accepts these terms and conditions.
1. Grant of license
This License Agreement (hereafter “License”) grants to you, and you accept, a non-exclusive and non-transferable license to use the Heimdal software and Service (hereafter the “Software” and the “Service”) including any patches and associated documentation (hereafter “Documentation”) subject to the terms set forth herein. HEIMDAL reserves the right to supplement or amend the terms herein with terms transpiring from the Software itself and accepted by you during installation or updating.
This License does not convey to you with an interest or ownership in or to the Software, but only a limited right of use always subject to the terms of this License.
If you have downloaded a free version of the Software you may use the software at once. If the version you have downloaded requires a valid license key, the Software will not run until the valid license key has been installed. You will receive your valid license key via e-mail from HEIMDAL directly.
Depending on the license you have purchased, HEIMDAL permits you to:
- Copy the Software onto a single computer or onto multiple computers owned by you or operated by a third-party for your benefit (outsourced IT) at a single location, where “location” is defined as one (1) physical location unless you have a professional license, which will allow you to use the Software on more than one location operated by the same legal entity or Group as have been agreed with HEIMDAL.
- Operated at a location shall also include portable computers (laptops and the like) if the computer in question is normally operated at that single location or its primary user has it working place at that location.
- If you wish to run the Software under a private license on computers at more than one (1) physical location, you must purchase a separate License package for each location unless you have purchased a private license allowing you to install the Software on more than one computer within your household.
You agree to maintain all copyright notices on any full and partial copies of the Software. You must not use or allow any third party to use the Software in any manner that may infringe any intellectual property rights, including without limitation patents, copyrights, and trademark rights or any proprietary or trade secret interests.
You may not unless expressly permitted in mandatory regulation in the country where the Software is in use:
· Reverse engineer or attempt in any manner to decompile the source code of the Software. Attempt to defeat any mechanisms in the software.
· Rent, lease, sub license, or in any manner copy or transfer the Software.
· Obscure or obliterate any HEIMDAL copyright or trademark notices which appear on the Software, the documentation, the screen display, or otherwise in connection with the Software. Copy the software onto any computers not covered by a valid license.
3. Terms of license
This License becomes effective (“Effective Date”) upon entering the valid license key received via e-mail from HEIMDAL, or upon your use of the Software, whichever occurs first, at which date you are considered to have accepted this License, and shall continue until terminated by either party or breached by you.
HEIMDAL may at its discretion disable the Software and/or terminate this License upon the breach of any term hereof, including (i) if applicable license or maintenance fees (if applicable) are not paid on time, (ii) if a third party instructed, engaged or allowed access by you, amend, modify, make additions, deletions or changes to the Software; or (iii) if you make or permit any third party to make unauthorized copies of the Software; or, (iv) if you fail to comply with any other provision of this License.
Further, HEIMDAL is entitled to terminate this License by giving a written notice of at least three (3) months. If this License is terminated, you must cease any use of the Software IMMEDIATELY and delete all copies of the Software, including without limitation any backup copies.
If you are using a free version of the Software you need not terminate this license. You can simply stop using the Software and/or uninstall it.
If you are using a version of the Software which requires a valid license, you are made aware of and accept that the license – unless otherwise expressly agreed with HEIMDAL – has to be renewed by you each year for a new 12-month period. If you do not renew the license any update of the Software will be terminated at the expiry of the license term.
4. The service
The Software performs an ongoing Service whereby it keeps the supported applications on your Computer updated with the latest released version of the application. The Service can only be performed if you have a valid license for the supported applications and if you allow the Software to have Internet access.
5. Proper use and maintenance
You are aware that the Software will only perform the Service efficiently and insubstantial in accordance with its documentation if you at all times keep the Software updated and if your settings with the Software are correct.
You are aware that we may at our own discretion and without any other notice than a notice in the Software itself when updating it add or delete applications supported by the Software. Maintenance will include:
- That we on an ongoing basis keep the Software updated with the actual status of the application at that time covered by the Software. This update requires you to provide the Software with online access and to allow the Software to collect updates automatically.
Maintenance may include:
- Further development of the Software as follows: HEIMDAL intends to further develop the Software with a view to:- Improve the quality of the Software and correct errors and effects, if possible Update and amend the Software in accordance with general demands of the users.
– Maintenance measures may include changed and/or reduced functionality.
The Documentation may be updated in connection with the delivery of new versions of the Software.
The maintenance services shall only be provided to versions of the Software elected by HEIMDAL and only for such a period of time as HEIMDAL chose to offer.
Access to any updates/maintenance is subject to a valid license/duly payment of the applicable and agreed license fee.
6. Copyright protection
HEIMDAL’s ownership of the Software is protected by copyright law and international copyright treaties. The Software may not be copied or used except as permitted by this Agreement.
7. Limited or no warranty
You acknowledge that you know the essential functional characteristics of the Software and bear the risk should the Software not meet your wishes and requirements.
In the case of doubt, you should consult employees of HEIMDAL or third-party experts before accepting this License and relying on the Software.
You accept that the Software, like any standard software, may not be error-free or free from defects and that HEIMDAL is not liable for malfunctions due to errors or defects.
You also accept that ultimately it is your responsibility to keep your Computer safe and that we cannot be held responsible for any failure to update the Software or the current status of any applications supported by the Software within a specific time or at all.
HEIMDAL warrants for a period of thirty (30) days after the Effective Date only that the Software will in all material respects conform to the Documentation and that we will use reasonable efforts to keep the service performed by the Software updated.
No on-site warranty service is included in this Limited Warranty. This Limited Warranty is void if you breach this License or if the failure of the Software has resulted from failure to observe the Documentation or resulted from amendments, modifications or changes to the Software not made by HEIMDAL, or resulted from accident, abuse or misapplication. Any patches or replacement Software will be warranted for the remainder of the original warranty period only.
8. Your remedies
Your exclusive remedy for any material defect in the Software or lack in the service provided by the Software for which HEIMDAL is responsible and which is HEIMDAL’s sole obligation under the Limited Warranty above will be for HEIMDAL to correct, in a reasonable time period, the error or defect in the Software or Service where the Software/Service does not perform substantially in accordance with the Documentation, or, at the exclusive choice of HEIMDAL, either to replace the Software, or to refund you a proportional part of the license fee which in the sole opinion of HEIMDAL corresponds to the value the defect Software or Documentation. You have no other remedies except if required by mandatory law in your jurisdiction.
9. No other warranties
Except for the expressed warranties set forth herein Heimdal and its suppliers and resellers disclaim all other warranties, promises or representations, expressed or implied, including the warranties of merchantability or fitness for any particular purpose, with respect to the software or equipment, components, any lost data or documentation, software produced data, any services or technical assistance or any other item delivered by Heimdal.
10. Limited liability
On no account is Heimdal liable to pay aggregate damages exceeding 1) the aggregate payments made by the Customer to Heimdal under the agreement / the agreements from which the claims originate or 2) DKK 500 – whichever amount is the lowest. This limit constitutes the maximum accumulated liability in damages that Heimdal can incur due to all agreements with the Customer, including companies affiliated or associated with the Customer, irrespective of the basis of liability and the degree of Heimdal’s negligence. On no account is Heimdal liable for any indirect loss, damage, or loss of data, including operating loss or loss of profit, irrespective of the basis of liability and the degree of Heimdal’s negligence.
11. Third party rights
If a third party makes a claim against you that any part of the Software originating from HEIMDAL (HEIMDAL assumes no liability whatsoever in any part of the Software or software originating from third parties including any interfaces with the Software) infringes any patent, copyright or other intellectual property right (hereafter “Claim”), HEIMDAL will defend the you against the Claim and pay all costs, damages and expenses – including reasonable attorney’s fees – finally awarded against you by a court having jurisdiction over the matter; provided that: (i) you notify HEIMDAL in writing no later than five (5) days after you have become aware of a Claim or a potential Claim; (ii) HEIMDAL may assume sole control of the legal handling of the Claim and all related actions and negotiations; and (iii) you – at your own cost – provide HEIMDAL with the assistance, information and authority, which in the opinion of HEIMDAL will be necessary to perform HEIMDAL’s obligations under this clause.
Notwithstanding the above, HEIMDAL shall have no liability for (i) any Claim based on the combination of the Software with products or services not provided by HEIMDAL and (ii) the modification of the Software by any person other than HEIMDAL.
If, due to a Claim or the threat of a Claim, (i) any part of the Software is held by a court having jurisdiction over the matter, or in HEIMDALs’ reasonable opinion may be held to infringe the rights of a third party by such a court, (ii) you receive a valid court order preventing you from using any part of the Software, or (ii) in HEIMDALs reasonable opinion you may receive such an order, HEIMDAL shall at its own expense (i) obtain for you the right to continue the use of this part of the Software, or (ii) replace or modify the Software to make it non-infringing provided that such modification or replacement will provide you with a substantially equivalent result. If none of the above options are available on a basis that HEIMDAL considers being commercially reasonable, then HEIMDAL may – in whole or in part – terminate the License with immediate effect and refund to you the license fee paid by the Customer for the infringing part of the Software, as well as the license fee paid for any part of the Software that are rendered unusable by you as a result of such unresolved infringement, upon return or deletion as required by HEIMDAL of the infringing and the unusable parts of the Software by you to HEIMDAL. Unless otherwise explicitly stated in this clause any claim due to a Claim or the threat of a Claim – including claims for damages and/or pro rata reduction – shall be governed by the limitation of liability in clause 8.
12. Disputes, choice of law and venue
This license shall be governed by, and exclusively construed in accordance with, the laws of the kingdom of Denmark, not taking into account its provisions that may lead to the application of any other substantial law than Danish law.
Any dispute, controversy or claim arising out of or in connection with this license or the breach, termination or invalidity thereof shall be settled by the ordinary Danish courts. You irrevocably submit to the city court of Copenhagen, Denmark, as the agreed venue in the first instance.
Notwithstanding the above, Heimdal shall at its sole discretion be entitled to initiate proceedings against you in a court of its choice including without limitation in case of non-payment by you or your infringement of Heimdal’s intellectual property rights or trade secrets or breach of the license by you.