2Pint Software End User License Agreement

This agreement is an agreement (the "Agreement") between COMPANY hereafter referred to as the LICENSEE or “You” and 2PINT SOFTWARE AB with an Effective Date of XX-XX-XX. This Agreement is generic and applicable to any older or newer versions of the Software & Materials that accompanies this Agreement, which includes computer software and may include associated media, printed materials, "online" or electronic documentation, and Internet-based services ("Software & Materials").

2PINT SOFTWARE AB or 2PINT SOFTWARE AB Affiliates may provide Licensee or Licensee Affiliates with certain software or services as described in the order form pursuant to this Agreement.  Each order form constitutes a separate agreement between the parties executing such order form and each such order form shall be subject to all the terms and conditions of this Agreement.

By ordering the Software & Materials referencing this Agreement and related documentation, you agree to be bound to the terms and conditions stated below. 

“Affiliate” means any entity in which Licensee or 2PINT Software AB, as applicable, owns or controls, directly or indirectly, and any parent company that owns or controls, and any of the companies for which the parent company controls. For purposes of this definition, “control” means the direct or indirect beneficial ownership of over fifty percent (50%) of the voting interests (representing the right to vote for the election of directors or other managing authority) in an entity.

“Intellectual Property Rights” means all inventions (whether patentable or not), patents, utility models, designs (both registered and unregistered and including rights in semiconductor topographies), copyright, database rights, trade and service marks (both registered and unregistered) together with all applications for, right to the grant of and extensions of the same, and all other intellectual and industrial property including but not limited to all similar or analogous rights throughout the world, in each case for the full term of the relevant right

“Licence Fee” means the fee payable by the Licensee to 2PINT Software for the Licenced Software Materials as specified in this Agreement

“Licensed Software Materials” means the Software, the Software Documentation, the New Releases, any Updates and any fixes created during the provision of the Maintenance Services.

“Maintenance Fee” means the annual fee payable to 2PINT Software by the Licensee for the Maintenance Services as set out in this Agreement.

“Maintenance Services” means the services to be provided by 2Pint in respect of the Licensed Software Materials 2PINT Software as specified in this Agreement.

1.1. Software. The software includes server software; and additional software that may only be used with the server software directly, or indirectly through other additional software.

1.2. Licensing Terminology. Instance. You create an “instance” of software by executing the software’s setup or install procedure. You also create an instance of software by duplicating an existing instance. References to software in this agreement include “instances” of the software.

Run an Instance. You “run an instance” of software by loading it into memory and executing one or more of its instructions. Once running, an instance is considered to be running (whether or not its instructions continue to execute) until it is removed from memory.

Operating System Environment. An “operating system environment” is all or part of an operating system instance, or all or part of a virtual (or otherwise emulated) operating system instance which enables separate machine identity (primary computer name or similar unique identifier) or separate administrative rights, and instances of applications, if any, configured to run on the operating system instance or parts identified above.

There are two types of operating system environments, physical and virtual. A physical operating system environment is configured to run directly on a physical hardware system. A virtual operating system environment is configured to run on a virtual (or otherwise emulated) hardware system. A physical hardware system can have either or both of the following:

• one physical operating system environment

• one or more virtual operating system environments.

Computer. A computer is a physical hardware system capable of running software. A hardware partition or blade is considered to be a separate physical hardware computer. 

Assigning a License. To assign a license means simply to designate that license to one device. 

1.3. This 2PINT SOFTWARE AB software is licensed based on the number of devices that the software can potentially touch or manage. Each of these devices requires a Client Access License. 

2PINT SOFTWARE AB software is licensed based on the number of devices managed by a systems management solution and the numbers that are recognized in:

A Endpoint Systems Management solution like Microsoft’s Endpoint Configuration Management solution, Microsoft’s InTune, VMWare, PowerShell Deployment Toolkit, Microsoft’s Deployment Toolkit.

2.1. If you are using an evaluation license key you may use the software only to demonstrate and internally evaluate it. You may not use the software in a live operating environment unless 2PINT SOFTWARE AB permits you to do so in writing or under another agreement.

2.2. 2PINT SOFTWARE AB reserves all rights not expressly granted to the LICENSEE in this Agreement. The Software & Materials is protected by copyright and other intellectual property laws and treaties. 2PINT SOFTWARE AB or its suppliers own the title, copyright, and other intellectual property rights in the Software & Materials. The Software & Materials is licensed, not sold. This agreement only gives the LICENSEE some rights to use the software. 2PINT SOFTWARE AB reserves all other rights. Unless applicable law gives the LICENSEE more rights despite this limitation, the LICENSEE may use the software only as expressly permitted in this agreement. In doing so, the LICENSEE must comply with any technical limitations in the software that only allow the LICENSEE to use it in certain ways.

2.3. LICENSEE may use the Software & Materials for LICENSEE internal business purposes only, which include accessing and using 2PINT SOFTWARE AB websites and portal services that may be provided by 2PINT SOFTWARE AB from time to time. 2PINT SOFTWARE AB hereby also grants LICENSEE AND LICENSEE’s Affiliates’ users the right to use the Software and Materials and thus respective devices in their control for which LICENSEE is responsible for the compliant use of the Software and Materials.

2.4. Before you run any instance of the software under a software license, you must assign that license to one of your computers. That computer is then assigned for that particular license. You may assign other software licenses to the same computer, but you may not assign the same license to more than one computer.

2.5. You may reassign a software license if you retire the licensed computer due to permanent hardware failure or personal structural changes. If you reassign a license, the computer to which you reassign the license becomes the new licensed server or device for that license.

2.6. The Software & Materials and the worldwide Intellectual Property Rights in it are owned by 2PINT SOFTWARE AB and its licensors. In addition, the Software & Materials, including its structure, organization and source code, is the confidential and proprietary information of 2PINT SOFTWARE AB and its licensors. 2PINT SOFTWARE AB reserves all rights in and to the Software & Materials that are not expressly granted to LICENSEE in this Agreement.

2.7. LICENSEE may only use the Software & Materials in ways that comply with the law in the jurisdictions in which LICENSEE use the Software & Materials. Examples of laws which may be relevant to how LICENSEE use the Software & Materials include rules restricting LICENSEE rights to copy and use other people's content under copyright law. Unless expressly specified otherwise in LICENSEE contract with 2PINT SOFTWARE AB, LICENSEE will not:

i. take any action to jeopardize, limit or interfere in any manner with 2PINT SOFTWARE AB's or its licensors' ownership of or rights with respect to the Software & Materials;

ii. redistribute the Software & Materials to anyone else;

iii. permit other individuals to use the Software & Materials;

iv. modify, translate, reverse engineer, decompile, disassemble the Software & Materials. 2PINT SOFTWARE AB does not want to stop LICENSEE doing these things where the law says LICENSEE can. Specifically, LICENSEE may decompile the Software & Materials where necessary to create an interface or API to be used with the Software & Materials but only where LICENSEE only obtain information which is required to do so and do not use that information for any other purpose (including disclosing any part of it to someone else);

v. copy the Software & Materials (except for LICENSEE back-up or archival purposes);

vi. rent, lease, transfer, encumber, sublicense or otherwise transfer rights to the Software & Materials;

vii. provide commercial hosting services with the Software & Material;

viii. alter or remove any proprietary notices or labels from the Software & Materials, or add any proprietary notices to the Software & Materials;

ix. create derivatives or adaptations of the Software & Materials; or

x. otherwise use the Software & Materials in a manner not permitted by this Agreement.

xi. LICENSEE will pay 2PINT SOFTWARE AB all reasonable and foreseeable costs which 2PINT SOFTWARE AB incurs as a result of LICENSEE breaking any of the restrictions in the list of bullet points above.

2.8. The LICENSEE shall be entitled to make a reasonable number of back-up copies of the Licensed Software & Materials.  Any such copy shall in all respects be subject to the terms and conditions of this Agreement and shall be deemed to form part of the Licensed Software & Materials. 

2.9. Any person that has valid access to your computer or internal network may copy and use the documentation for your internal, reference purposes.

2.10. The LICENSEE must be an Educational User to use software acquired using academic discount. If you do not know whether you are an educational user, please contact 2PINT SOFTWARE AB.

2.11. Instead of creating, storing and using the latest software, for each permitted instance, you may create, store and use an instance of an earlier version. This agreement applies to your use of the earlier version. If the earlier version includes different components, any terms for those components in the agreement that comes with the earlier version apply to your use of them. 2PINT SOFTWARE AB is not obligated to supply earlier versions to you. At any time, you may replace an earlier version with the latest version of the software. 

2.12. 2PINT SOFTWARE AB provides support services for the Software & Materials as described at http://www.2pintsoftware.com

3.1. LICENSEE agrees that 2PINT SOFTWARE AB may collect and use technical information gathered as part of the product support services provided to the LICENSEE, if any, related to the Software & Materials provided that any such information gathered does not contain personal data as defined in the European Union Data Protection Act. 2PINT SOFTWARE AB may use this information solely to improve our products or to provide customized services or technologies to the LICENSEE and will not disclose this information in a form that personally identifies the LICENSEE.

3.2. The Software & Materials may automatically communicate with 2PINT SOFTWARE AB’s servers on the Internet to check for updates such as bug fixes, patches, enhanced functions and new versions. 

3.3. This Agreement applies to updates, supplements, add-on components, or Internet-based services components, of the Software that 2PINT SOFTWARE AB may provide to the LICENSEE or make available to the LICENSEE after the date of obtaining the initial copy of the Software, unless the 2PINT SOFTWARE AB provide other terms along with the update, supplement, add-on component, or Internet-based services component.

3.4. 2PINT SOFTWARE AB will make available to the LICENSEE updates when are available. If LICENSEE decides to update, LICENSEE agrees that 2PINT SOFTWARE AB may download updates to LICENSEE and install them as part of this agreement. All updates to the Software are governed by this Agreement, unless other license terms are provided with the update.

3.5. Although 2PINT SOFTWARE AB takes reasonable steps to provide security for the auto update process, 2PINT SOFTWARE AB is not responsible for the failure of such security measures.

4.1. Software has bugs. While 2PINT SOFTWARE AB will monitor the Software and try to fix bugs spotted by or are notified to 2PINT SOFTWARE AB, LICENSEE accept that 2PINT SOFTWARE AB cannot guarantee that the Software will be bug-free or will work all the time.

4.2. 2PINT SOFTWARE AB represents and warrants that so long as Licensee is paying Maintenance Fees, the Software will confirm to all operational and functional capabilities and features as set forth in the documentation and will be free of defects that affect the performance of such features.  2PINT SOFTWARE AB’s obligation hereunder is not Licensee’s exclusive remedy and does not affect any other liability 2PINT SOFTWARE AB may have to Licensee.

4.3. 2PINT SOFTWARE AB represents and warrants that it is entitled to license to LICENSEE the use of any third party software embedded in the Software or delivered together with the Software.

5.1. Without prejudice to Clause 5.2, and expect as otherwise provided in this Agreement, the total liability of the 2PINT SOFTWARE AB contract, tort or otherwise arising by reason or if in connection with this Agreement shall be limited in aggregate to the total fees paid and payable by the LICENSEE under this Agreement in the twelve months up to and including the date of the claim.

5.2. Neither party excludes or limit liability to the other for death or personal injury caused by its negligence or for fraud. For claims related to breach of confidentiality is limited to the value of the 2Pint Software AB contract

5.3. Under no circumstances shall 2PINT SOFTWARE AB be liable to LICENSEE for any special, incidental, indirect, statutory, exemplary, punitive or consequential damages, including, without limitation, damages for any lost profits, business or revenue, or other lost economic advantage, even if 2PINT SOFTWARE AB has been advised of the likelihood of such damages.

6.1. Direct Intellectual Property Indemnification.  (a) 2PINT SOFTWARE AB agrees to defend, at its expense, LICENSEE (collectively referred to herein as the "Indemnified Party") from and against any third party claims alleging that the Software and/or upgrades, updates, future versions, releases or other enhancements (collectively, “Enhancements”) thereto infringes or misappropriates any patent, copyright, trade secret, trade mark, or other intellectual property right(s) (a “Claim”), and shall indemnify the Indemnified Party against all damages payable as part of a judgment or settlement of any such Claims. The Indemnified Party shall give 2PINT SOFTWARE AB prompt notice of any such third party Claim provided however that the Indemnified Party's failure to do so shall not reduce or diminish 2PINT SOFTWARE AB's obligations hereunder except to the extent the 2PINT SOFTWARE AB has been materially or adversely affected or prejudiced by such failure. 2PINT SOFTWARE AB shall have the right to control the defense or settlement of any third party Claim giving rise to indemnification hereunder; provided however, that 2PINT SOFTWARE AB shall not, without the Indemnified Party's prior written consent, settle any Claim in a manner that admits liability on the part of the Indemnified Party or that requires the Indemnified Party to take or cease taking any action. Notwithstanding anything contained in the License Agreement or elsewhere in this Agreement, any damages arising under this paragraph, if applicable, shall be subject to a cap of 3 times the value of the contract.  

In the event that, as a result of any such claim of infringement, LICENSEE and/or the Affiliate are enjoined from using the software and materials or in the event 2PINT SOFTWARE AB wishes to minimize its potential liability hereunder, 2PINT SOFTWARE AB shall at its expense and discretion

(i) procure the right for LICENSEE or its Affiliates to continue to use the software and/or materials or 

(ii) replace or modify the Software so as to make it non-infringing, provided that the performance thereof is not adversely affected; 

(iii) replace the Software or infringing thereof by other software of similar capability; or 

(iv) terminate this Agreement on notice and refund a proportion of the charges paid by the LICENSEE under this Agreement, on a pro rata basis over sixty (60) months from the date of this Agreement

LICENSEE shall give 2PINT SOFTWARE AB prompt written notice of, reasonable assistance with respect to, and sole control of the defence of, any Claims.  LICENSEE shall not enter into any settlement or compromise any Claim without 2PINT SOFTWARE AB’s prior written approval.

7. Pricing and Payment terms 

7.1. Pricing agreed with LICENSEE is listed in Schedule A. Licensed Fees will remain in effective for the contracted term as outlined in Schedule A. After the transaction outlined in Schedule A, 2PINT Software may increase fees by the higher of three percent (5%) or the Consumer Price Index for All Urban Consumers (CPI-U), over the previous year’s fees.

7.2. This Agreement shall be renewed automatically for succeeding terms of one (1) year unless either party gives written notice to the other at least ninety (120) days prior to the expiration outlined in Schedule A of LICENSEEs intention not to renew or terminate the contract.

7.3. Unless otherwise agreed by the parties, all amounts payable under this Agreement shall be payable in GBP or EURO or USD. All fees payable to 2PINT SOFTWARE AB under this Agreement shall be detailed, categorized and clearly stated on an invoice in accordance with the terms and conditions set forth in this Section 

7.4. 2PINT SOFTWARE AB shall invoice LICENSEE as set forth in this Section, and LICENSEE shall pay all net undisputed amounts due to 2PINT SOFTWARE AB under this Agreement within thirty (30) calendar days of 2PINT SOFTWARE AB's invoice, plus any applicable statutory sales tax. 2PINT SOFTWARE AB shall submit all invoices to the address stated in Section 11 or as executed in the referring purchase order. 

7.5. Invoice Address: As appearing in Section 11 or on the Purchase Order.

7.6. 2PINT Software AB only accepts wire transfers in the agreed currency and does not accept any physical cheques

8.1. Each Party acknowledges that it has or will receive information from the other Party, whether before or during the term of this Agreement, that the other Party regards as confidential and proprietary, as defined below (the Party disclosing such Confidential Information being the “Disclosing Party” and the Party receiving such Confidential Information being the “Receiving Party”).

8.2. As used herein, “Confidential Information” shall mean all information which Disclosing Party protects against unrestricted disclosure to others, furnished by the Disclosing Party or its Representatives (defined below) to the Receiving Party or its representatives in writing or in other tangible form and clearly identified as confidential or proprietary at the time of disclosure marked with an appropriate legend indicating that the information is deemed confidential or proprietary by the Disclosing Party or otherwise disclosed in a manner such that a reasonable person would understand its confidential nature, including but not limited to, information that is related to:

i. the business plans or operations of the Disclosing Party; 

ii. the research and development or investigations of the Disclosing Party; 

iii. the business of any customer or partner of the Disclosing Party; 

iv. Disclosing Party’s properties, employees, finances, operations; 

v. any information about or concerning any third party (which information was provided to the Disclosing Party subject to an applicable confidentiality obligation to such third party); 

vi. software and related documentation including, but not limited to, Your Software, (respectively, “Disclosing Party’s Software”) as well as the following information regarding Disclosing Party’s Software: (i) computer software (object and source codes), programming techniques and programming concepts, methods of processing, system designs embodied in Disclosing Party’s Software; and (ii) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to Disclosing Party’s Software; and 

vii. product offerings, content partners, product pricing, product availability, technical drawings, algorithms, processes, ideas, techniques, formulas, data, schematics, trade secrets, know-how, improvements, inventions (whether patentable or not), marketing plans, forecasts and strategies.  

8.3. Where the Confidential Information has not been reduced to written or other tangible form at the time of disclosure, and such disclosure is made orally or visually, the Disclosing Party agrees to identify it as confidential or proprietary at the time of disclosure. Neither Party shall identify information as confidential or proprietary that is not in good faith believed to be confidential, privileged, a trade secret, or otherwise entitled to such markings or proprietary claims.

8.4. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information of a Disclosing Party shall remain the property of the Disclosing Party and shall contain any and all confidential or proprietary notices or legends which appear on the original. The Receiving Party:

i. shall take all reasonable steps (defined below) to keep all Confidential Information strictly confidential;

ii. shall not disclose or reveal any Confidential Information to any person other than its Representatives who are actively and directly involved in the performance under this Agreement, or who otherwise need to know the Confidential Information for the purpose of the Party’s performance under this Agreement;

iii. shall not use Confidential Information for any purpose other than in connection with the Parties’ performance under this Agreement; and

iv. shall not disclose to any person (other than those of its Representatives who are actively and directly participating in the scope of work under this Agreement or who otherwise need to know for the purpose of the Party’s performance under the Agreement) any information about the Agreement, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that Confidential Information has been made available to the Receiving Party or its Representatives.

As used herein “reasonable steps” means those steps the Receiving Party takes to protect its own similar proprietary and confidential information, which shall not be less than a reasonable standard of care. As used herein, “Representatives” shall mean (a) employees of Receiving Party; (b) attorneys, accountants, or other professional business advisors; and, additionally, (c) employees of LICENSEE and those entities directly or indirectly owned by Your entities, and (d) employees of any 2PINT SOFTWARE AB entity who are directly involved in the performance of obligations under this Agreement. The Receiving Party shall be responsible for any breach of the terms of this Agreement by it or its Representatives.

8.5. The above restrictions on the use or disclosure of the Confidential Information shall not apply to any Confidential Information that: 

i. is independently developed by Receiving Party without reference to the Disclosing Party’s Confidential Information, or is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; or

ii. has become generally available to the public without breach of this Agreement by Receiving Party; or

iii. at the time of disclosure to Receiving Party was known to such Party free of restriction; or 

iv. Disclosing Party agrees in writing is free of such restrictions.

8.6. In the event that the Receiving Party or any of its Representatives are requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information or any other information concerning the Disclosing Party, this Agreement, or the Parties’ performance hereunder, the Receiving Party shall provide the Disclosing Party with prompt notice of such request or requirement in order to enable the Disclosing Party 

i. to seek an appropriate protective order or other remedy; 

ii. to consult with the Receiving Party with respect to the Disclosing Party’s taking steps to resist or narrow the scope of such request or legal process; or 

iii. to waive compliance, in whole or in part, with the terms of this Agreement. In the event that such protective order or other remedy is not obtained in a timely manner, or the Disclosing Party waives compliance, in whole or in part, with the terms of this Agreement, the Receiving Party or its Representative shall use commercially reasonable efforts to disclose only that portion of the Confidential Information which is legally required to be disclosed and to require that all Confidential Information that is so disclosed will be accorded confidential treatment. 

8.7. Upon the Disclosing Party’s written request, the Receiving Party shall (upon termination of the Agreement or at the Receiving Party’s election) return or destroy (provided that any such destruction shall be certified by a duly authorized Representative of the Receiving Party) all Confidential Information of the Disclosing Party and all copies, reproductions, summaries, analyses or extracts thereof or based thereon (whether in hard-copy form or on intangible media, such as electronic mail or computer files) in the Receiving Party’s possession or in the possession of any Representative of the Receiving Party; provided, however: 

i. that if a legal proceeding has been instituted to seek disclosure of the Confidential Information, such material shall not be destroyed until the proceeding is settled or a final judgment with respect thereto has been rendered; and 

ii. that the Receiving Party shall not, in connection with the foregoing obligations, be required to identify or delete Confidential Information held in archive or back-up systems in accordance with general systems archiving or backup policies.  Upon each Party’s request, the other Party will, within thirty (30) days of termination, certify in writing to the other Party's compliance with this Section.  

8.8 The foregoing obligations shall survive any termination or expiration of this Agreement. Neither Party shall disclose the terms or conditions of this Agreement without the prior written approval of the other Party. 

8.9 Nothing in this Agreement shall prohibit or restrict either party’s right to develop, make, use, market, license or distribute products or services similar to or competitive with those of the other party disclosed in the Confidential Information as long as it shall not thereby breach this Agreement. Each party acknowledges that the other may already possess or have developed products or services similar to or competitive with those of the other party disclosed in the Confidential Information. Further, either party shall be free to use for any purpose the residuals resulting from access to or work with Confidential Information disclosed hereunder. The term “residuals” means information in non-tangible form which may be retained in the unaided memory by persons who have had access to the Confidential Information so long as such persons have not studied the information for the purpose of replicating the same from memory. Neither party shall have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals.

All notices shall be in writing and delivered personally or by mail. All notices shall be addressed to the addresses appearing in the introductory section of this Agreement and shall be deemed delivered upon receipt. Each party may change its address by written notice in accordance with this section. 

10.1. Modification. This Agreement may only be modified in writing by LICENSEE and 2PINT SOFTWARE AB. This also applies to any waiver of this written form requirement. Both parties acknowledge that in addition to this document there is no further oral or implicit acceptance. 

10.2. Nonwaiver of Rights. The failure of either party to this Agreement to object to any conduct of the other party that is in violation of the terms of this Agreement shall not be construed as a waiver thereof, or as waiver of any future breach or subsequent wrongful conduct.

10.3. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of Sweden without reference to the conflicts of law principles. This Agreement shall not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. Exclusive venue for all claims arising out of or in connection with this Agreement shall be Stockholm, Regional Court of Stockholm, Sweden. LICENSEE shall remain entitled to commence action or initiate other court proceedings at the registered seat of 2PINT SOFTWARE AB.

10.4. Severability. If a court finds any provision of this Agreement invalid or unenforceable, this will not affect any other provision of this Agreement. The parties already agree to replace the invalid and/or unenforceable provision with a valid and enforceable provision that shall have the same economic effect.

10.5. Independent Contractors. Both parties represent that they are independent contractors in performing all obligations hereunder, and nothing contained herein shall be deemed or construed to create any employer/employee relationship or any partnership or joint venture between the parties or their respective directors, officers, employees, or independent contractors.

10.6. Assignments. Unless otherwise provided for in this Agreement, neither party shall transfer, assign or sublicense its rights or obligations under this Agreement to any other third party, in whole or in part, without the prior written consent of the other party.  However, LICENSEE may transfer the Software licensed under this Agreement to an Affiliate. LICENSEE shall remain responsible and liable towards 2PINT SOFTWARE AB that such Affiliate adheres to all obligations stipulated by this Agreement.