PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE. BY CLICKING ON THE “ACCEPT” BUTTON, INSTALLING THE SOFTWARE OR USING THE EQUIPMENT THAT CONTAINS SMARTSHARE SYSTEMS’ SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON AND THE INSTALLATION PROCESS WILL NOT CONTINUE, OR DO NOT DOWNLOAD OR INSTALL SMARTSHARE SYSTEMS’ SOFTWARE.
End-user license grant
Subject to the terms and conditions of this EULA, SmartShare Systems A/S (“SmartShare Systems”) grants to the owner and user (“Customer”) of any SmartShare Systems equipment (“Equipment”) a non-exclusive and non-transferable license to use the SmartShare Systems’ software and documentation (“Software”) in connection with the use of the Equipment. Any use of the Software is limited to use solely (i) as embedded in the Equipment, (ii) with the Equipment or (iii) as subsequently provided by SmartShare Systems for use in or with the Equipment. The Software may be used solely in the format provided.
“Software” includes (i) the software provided in or with the applicable Equipment and (ii) any upgrades, updates, bug fixes, modified versions or backup copies of the Software supplied by SmartShare Systems or an authorized reseller, provided that Customer already holds a valid license to the original software and have paid any applicable fee for the upgrade.
All rights to the software not expressly granted are reserved by SmartShare Systems or its suppliers as may be, including but not limited to the right to create copies; perform modification; error-correction; reverse engineering; de-compliation; reverse assemble; rent; lease; distribution; creation of dereviative works etc., EXCEPT AS PERMITTED BY MANDATORY LAW or provided by the Third Party Software Component Licenses included below.
Full title, including copyright, to Software – embedded or otherwise, and any copies thereof as well as any future versions thereof – shall remain solely with SmartShare Systems, or any of its suppliers as may be except as provided by the Third Party Software Component Licenses included below.
Customer agrees that aspects of the licensed materials, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of SmartShare Systems. Customer agrees not to disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of SmartShare Systems. Customer agrees to implement reasonable security measures to protect such trade secrets and copyrighted material.
Limited warranty and liability
The Software is provided “AS IS”. In no event does SmartShare Systems warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions.
This limited warranty does not apply if the Software or Equipment (a) has been altered, except by SmartShare Systems, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by SmartShare Systems, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident, or (d) is used in hazardous activities or environments.
If a third party rightfully claims that any use of the Software – whether embedded in the Equipment or otherwise – infringes the intellectual property rights of such third party, SmartShare Systems shall in its sole discretion be entitled to: (i) obtain a continued license for use of the Software, (ii) stop the infringement by modifying the Software or replacing the Software with software with similar functionalities as the Software, or (iii) rescind the purchase without notice and without liability of any kind and refund the purchase price received from the Customer less a reasonable amount for use, damage or obsolescence (reflecting depreciation on a straight line basis over three (3) years from the date of delivery). If the Software becomes subject to an infringement claim because of the modification by Customer of the Software or any modification made by SmartShare Systems in compliance with Customer’s request, the foregoing indemnification regulation shall not be applicable and Customer shall indemnify and hold SmartShare Systems harmless against all damages, losses, costs and expenses arising out of such infringement claim to the extent such modification is the cause of the claim.
EXCEPT AS SPECIFIED ABOVE, ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW.
IN NO EVENT WILL SMARTSHARE SYSTEMS OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF SMARTSHARE SYSTEMS OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
In no event shall SmartShare Systems’ liability to Customer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Customer. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose.
No warranty, including the above warranty, shall apply to any beta software, any software made available for testing or demonstration purposes, any temporary software modules or any subsequently provided software, including new releases, versions etc., for which SmartShare Systems does not receive a license fee. All such software is provided “AS IS” without any warranty whatsoever.
This EULA and the rights granted herein may not be sublicensed, and is not transferable except to a person or entity to whom Customer transfers ownership of the complete Equipment containing the Software, provided that all rights under this EULA is permanently transferred, that Customer do not retain any full or partial copies of the Software, and the recipient agrees to the terms of this EULA.
This EULA is effective until terminated. Customer may terminate this EULA at any time by returning the Equipement, and destroying all copies of Software including any documentation. This EULA will terminate immediately without notice from SmartShare Systems if Customer fails to comply with any provision of this EULA. Upon termination, Customer must destroy all copies of the Software.
Choice of law
This EULA as well as the rights and obligations of SmartShare Systems and Customer herein shall be construed in accordance with and be governed by the laws of Denmark, not including Danish international private law rules which point to a choice of law other than Danish law. If a dispute is not resolved by prior negotiation between SmartShare Systems and Customer, either party may, upon notice, submit any dispute to resolution by the relevant city court at SmartShare System’s venue (in Danish: “Smartshare Systems’ hjemting”), whether proceedings are commenced by Customer or SmartShare Systems. If any portion of this EULA is found to be void or unenforceable, the remaining provisions of this EULA shall remain in full force and effect.
This EULA constitutes the entire EULA between the parties with respect to the use of the Software.