End User License Agreement ADOIT Word Addin
This ADOIT Word Addin (the “Product”) End User License Agreement (the “Agreement”), is between you as Customer (“End User”) and Ximiq AG (“Ximiq”) provider of the ADOIT Word Addin.
An End User is anyone who purchases, downloads, installs or uses the Product. By purchasing, downloading, installing, and or using the Product the End User acknowledges and agrees to be bound by the terms of this Agreement. End User also affirms that End User uses Microsoft Word and ADOIT a product of BOC Group, and that End User is agreeing to use the Product solely for End User’s internal purposes.
1 Products and Services
This agreement applies to The Product as a solution that is an extension for Microsoft Word and requires a dedicated ADOIT instance to run .
Additional terms and conditions (beyond those stated here and in any attached supplements) may apply to your ADOIT Instance and or Microsoft. When ordering the Product, you will be given an opportunity to review the additional terms and conditions that must be accepted for you to receive the enhancement. If the additional terms and conditions conflict in any way with the terms and conditions stated here, the additional terms and conditions will prevail.
2 Terms and Conditions
2.1 End User’s Rights
Use and integrate the product into the End Users internal environment.
In order to ensure the Product is working properly an instance of BOC ADOIT must be in place. Since these products are not in possession of Ximiq, they must be licensed separately.
- You must ensure that the Product and required lincesing information is not distributed in any form other than internally across the End User’s workforce. The Product are for the End Users internal use and must never leave the End Users Systems or Facilities
- You may not (and may not allow anyone else to) distribute the Product through the online application stores, such as AppSource, Pinpoint, Apple AppStore or Android Market unless you have obtained written consent from Ximiq.
- You may not decompile, reverse engineer, or otherwise attempt to derive the source code for any part of the Product Applications without Ximiq expressed written consent. If permitted such activities are for the End User’s internal use only and may not be resold or distributed without Ximiq expressed written consent.
- You may not use the Prodcut as a blue print to build your own solution for Microsoft Word that would circumvent the need for the Product licenses.
- You many not use the Product as a blue print to build a competitive product.
- You must ensure that you are licensed properly according to Microsoft Ofice licensing. Ximiq is not responsible for any breach of proper licensing.
- For the code associated with the Product (“Code“):
- Keep the Code internal, protected and in place
- Not modify the Code in any way
- Not share or distribute the Code to any third party without Ximiq expressed written consent.
If you make backup or archival copies of the Product or its Documentation, you must reproduce all copyright, trademark, and other notices that appear on the original copy.
2.5 Transfers and Assignments
You may not transfer or assign your license rights to any other affiliate or person in any manner (by assignment, operation of law or otherwise) unless you have obtained written consent from Ximiq. If you attempt to transfer or assign any of your license rights without Ximiq’s consent, the transfer or assignment will be ineffective, null, and void (and you will be in material breach of this agreement and owe Ximiq any and all revenue received from the transaction).
2.6 Ximiq’s Rights
Ximiq shall have the right to perform an internal audit at End User’s premises to control the total number of deployed ADOIT Word Addin. End User shall be informed about the date of the internal audit at least 30 business days prior to the audit.
The ADOIT Word Addin is available in four types of licensing packs:
- Trial 14 Days (Free)
- Single: Single user license (direct available in office store)
- Team 10: 10 User Team package (contact ximiq or a reselling partner)
- Team 30: 30 User Team package (contact ximiq or a reselling partner)
- Enterprise: The enterprise license provides a unlimited site license (contact ximiq or a reselling partner)
The End User subscription for the ADOIT Word Addin and services you may purchase under this agreement will be identified in the End Users invoice licensing pack. The End User Fees will be due as stated on Ximiq invoice. If End User does not pay an amount by the scheduled due date, Ximiq will have the right to terminate this agreement at laest 30 days after default of payment.
3.1 Subscription Fee
The product subscription grants you the use of ADOIT Word Addin for the specified number of users or site Part of the License is a monthly or 1-year support subscription to gain access to the support portal, new versions, fixes, updates to ADOIT Word Addin as defined in the End Users invoice. After your subscription expires, End User can renew the subscription license at the cost identified in the End Users invoice.
Ximiq will deliver the ADOIT Word Addin throug Microsoft AppSource along with the corresponding Documentation and License Keys (if applicable) to you after making your purchase. ADOIT Word Addin requires a rest connection to the Ximiq Cloud Licensing Service (XMQ-CLS). Ximiq is not responsible for correct firewall exceptions and compliance to your security guidelines. All connections to the XMQ-CLS are encrypted and data transmitet includes your linces key autorization, unique client id and are complient to EU-GDRP and “Swiss Data Protection Act 2022”. Once installation and set up is complete the subscription starts runnung and all payments are non-refundable.
5.1 EU Standard Contractual Clauses.
To the extent applicable, the parties will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of Personal Data from the European Economic Area and Switzerland. All transfers of Customer Data out of the European Union, European Economic Area, and Switzerland will be governed by the Standard Contractual Clauses, as designated by the European Commission, made available by the Ximiq at the applicable URL for such terms or as otherwise communicated to Customer.
5.2 Personal Data
Customer consents to the processing of Personal Data by Ximiq and its Affiliates, and their respective agents and Subcontractors, as provided in this Agreement. Before providing Personal Data to Ximiq, Customer will obtain all required consents from third parties (including Customer’s contacts, partners, distributors, administrators, and employees) under applicable privacy and Data Protection Laws.
5.3 Processing of Personal Data
EU-GDPR. Ximiq is a processor or subprocessor of Personal Data subject to the EU-GDPR, this Clauses govern that processing and the parties also agree to the following terms in this subsection (“Processing of Personal Data; EU-EU-GDPR”):
- Processor and Controller Roles and Responsibilities. Customer and Ximiq agree that Customer is the controller of Personal Data and Ximiq is the processor of such data, except when (a) Customer acts as a processor of Personal Data, in which case Ximiq is a subprocessor or (b) stated otherwise in any Offering-specific terms. Ximiq will process Personal Data only on documented instructions from Customer. In any instance where the EU-EU-GDPR applies and Customer is a processor, Customer warrants to Ximiq that Customer’s instructions, including appointment of Processor as a processor or subprocessor, have been authorized by the relevant controller.
- Processing Details. The parties acknowledge and agree that:
- the subject-matter of the processing is limited to Personal Data within the scope of the EU-EU-GDPR ;
- the duration of the processing will be for the duration of the Customer’s right to use the Offering and until all Personal Data is deleted or returned in accordance with Customer instructions or the terms of this Agreement;
- the nature and purpose of the processing will be to provide the Offering pursuant to this Agreement;
- the types of Personal Data processed by the Offering include those expressly identified in Article 4 of the EU-GDPR ; and
- the categories of data subjects are Customer’s representatives and end users, such as employees, contractors, collaborators, and customers, and other data subjects whose Personal Data is contained within any data made available to Ximiq by Customer.
- Data Subject Rights; Assistance with Requests. Ximiq will make information available to Customer in a manner consistent with the functionality of the Offering and Ximiq’s role as a processor of Personal Data of data subjects and the ability to fulfill data subject requests to exercise their rights under the EU-GDPR . Ximiq will comply with reasonable requests by Customer to assist with Customer’s response to such a data subject request. If Ximiq receives a request from Customer’s data subject to exercise one or more of its rights under the EU-GDPR in connection with an Offering for which Ximiq is a data processor or subprocessor, Ximiq will redirect the data subject to make its request directly to Customer. Customer will be responsible for responding to any such request including, where necessary, by using the functionality of the Offering. Ximiq will comply with reasonable requests by Customer to assist with Customer’s response to such a data subject request.
- Use of Subprocessors. Customer consents to Ximiq using the subprocessors listed at the applicable Ximiq URL or as otherwise communicated to Customer. Ximiq remains responsible for its subprocessors’ compliance with the obligations herein. Ximiq may update its list of subprocessors from time to time, by providing Customer at least 14-days notice before providing any new subprocessor with access to Personal Data.If Customer does not approve of any such changes, Customer may terminate any subscription for the affected Offering without penalty by providing, prior to expiration ofthe notice period, written notice of termination that includes an explanation of the grounds for non-approval.
- Records of Processing Activities. Ximiq will maintain all records required by Article 30(2) of the EU-GDPR and, to the extent applicable to the processing of Personal Data on behalf of Customer, make them available to Customer upon request
6.1 Confidentiality Obligations:
Each party (End User and Ximiq) agrees to abide by the following confidentiality obligations with respect to the other party’s Confidential Information:
- do not disclose it to any third party unless (a) the other party has given its specific and express prior written approval, (b) the disclosure is expressly allowed under this agreement, or (c) the disclosure is necessary to comply with a valid court order or subpoena;
- do not use it for any reason other than to exercise its rights and perform its obligation under this agreement; and
- protect it from unauthorized dissemination in the same manner as that party protects its own Confidential Information, and in any event with reasonable precautions (which include limiting access to employees and contractors on a “need to know” basis).
6.2 Mandatory Disclosures
If you believe you must disclose Ximiq Confidential Information in order to comply with a valid court order or subpoena, you must promptly notify Ximiq and cooperate with Ximiq if Ximiq chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or to limit the nature or scope of the information to be disclosed. Ximiq will do the same, if it believes it must disclose your Confidential Information in these circumstances.
7 Term and Termination
7.1 Rights to Terminate
This Agreement shall take effect on the date End User Purchases, downloads, Installs and or uses the Product, (“effective date”). End User shall use the Product Application solely during the validity of this Agreement. End User must request termination on or before 90 days prior to their subscription renewal date. Disclosure of confidential information, misappropriation of the other party’s intellectual property, insolvency, bankruptcy, failure to pay the End User Fees by the scheduled due date, Ximiq will have the right to terminate this agreement or other similar proceeding.
7.2 Consequences of Termination:
If and when either you or Ximiq terminates this agreement:
- you will remain obligated to pay any amounts you owe to Ximiq at that time; and
- the provisions of sections 2.3, 2.4, 2.5, 2.6, 4, 5, 6.2, 7, 8, 9 and 10 will remain in effect; and
8 NO WARRANTY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM AND EXCLUDE ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF TITLE, NON-INFRINGEMENT, SATISFACTORY CONDITION OR QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY SERVICES, OR OTHER MATERIALS OR INFORMATION PROVIDED BY Ximiq.
LIMITATION OF LIABILITY, EXCLUSIONS
For each Offering, the maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Customer was required to pay for the Offerings during the term of the applicable licenses, subject to the following:
- For Offerings ordered on a subscription basis, Publisher’s maximum liability to Customer for any incident giving rise to a claim will not exceed the amount Customer paid for the Offering during the 12 months before the incident.
- In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or loss of use, loss of profits, or interruption of business, however caused or on any theory of liability.
- No limitation or exclusions will apply to liability arising out of either party’s: (1) confidentiality obligations (except for liability related to Customer Data, which will remain subject to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party’s intellectual property rights.
10 FORCE MAJEURE
Neither Party shall be in default for delay or failure to perform caused by an Act of God or of a governmental body, or any other cause reasonably beyond its control. Upon occurrence of such an event, prompt notice shall be provided to the other Party and the performance of its obligations by the affected Party shall be suspended for the duration of this event of Force Majeure. The Parties shall use their best efforts to mitigate the effects of such an event of Force Majeure and to resume performance of the Agreement at the earliest opportunity. However, if performance is suspended for a period exceeding fifteen (15) days, the Party will meet each other in order to define the adequate solutions to be carried out. In the event that the performance cannot be resumed despite of the carry out of the alternative solution, either Party will have the right to terminate this Agreement as of right.
This Agreement constitutes the parties’ entire agreement concerning the subject matter hereof, and supersedes any other prior and contemporaneous communications. All notices, authorizations, and requests given or made in connection with this Agreement shall be sent by email or facsimile to the addresses indicated by both parties. Notices shall be deemed delivered on the date shown on the email or facsimile confirmation of delivery. End User may not assign this Agreement without Ximiqs written consent, which consent shall not be unreasonably withheld. This Agreement shall be governed by the laws of Switzerland not including its “conflict of laws” provisions. Any dispute arising out of or under this Agreement shall be brought before the district courts of Solothurn Switzerland, situated in the city of Solothurn, unless mutually agreed otherwise. Notwithstanding this, this choice of forum provision shall not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction. If a court holds any provision of this Agreement to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall amend the Agreement to give effect to the stricken clause to the maximum extent possible. No waiver of any breach of this Agreement shall be interpreted as a waiver of any other breach, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. Ximiq reserves the right to make changes, including changes in price, benefits, and terms and conditions as defined in this Agreement and Appendixes at any time. This Agreement shall not be amended except in writing and signed by Ximiq.