SUPPLY AND LICENSE AGREEMENT SOFTWARE VISUAL CARGO CARE.
This is a legal agreement between you, the end user, and Global Software BV, Tegelen, The Netherlands.
You represent and warrant that you HAVE THE RIGHT AND AUTHORITY TO GO TO THIS AGREEMENT AND THAT YOU ARE ADULT. IF NOT, THEN YOU CAN NOT USE THE SOFTWARE.
The license is subject to Dutch law, and the district court of Roermond is the only court that disputes over the use of the software can handle. The convention of the United Nations for the international sale of goods is hereby not applicable to this license.
1. Offer and Agreement
1.1 These conditions apply to the software package ‘Visual Cargo Care’. Exceptions and additions to these general conditions are valid only if expressly agreed in writing.
1.2 All offers and other statements of Global Software BV are not binding unless in writing by Global Software BV expressly indicates otherwise.
1.3 The application of purchase or other conditions of the customer is expressly rejected.
1.4 If any provision of these terms and conditions is invalid or unenforceable, the remaining provisions of these terms remain in full force.
1.5 Global Software BV has the right to use the name and company logo of the clients for commercial purposes.
2. Price and Payment
2.1 Client must pay the invoice within 15 days after the invoice date.
2.2 All prices are exclusive of sales tax (VAT) and other levies imposed by the government.
2.3 If the customer must make regular payments, Global Software BV is entitled to adjust the applicable prices and tariffs. If the customer does not agree with such an adjustment, customer shall be entitled to terminate the agreement at the date the adjustment would take effect.
VCC with annual renewal fee
2.4 a Price is valid for a period of one year. To continue enjoying the software an annual new license key(s) will need to be purchased. Price adjustments reserved.
2.4b Client will be invoiced the daily fee starting at the time of purchase for each module monthly in advance until you cancel, for a minimum period of 12 months.
3. Confidential information, taking over employees and privacy
Each party warrants that all of the other party received information of which it knows or should know to be confidential in nature shall remain secret, unless a legal duty to disclose that information. The party receiving the confidential information shall only be used for the purpose for which it has been provided. Information shall in any event be considered confidential if a party as such. You acknowledge and agree that software development costs time and money, and is confidential and trade secret of Global Software BV. You will see the software strictly confidential and no access or disclose the software. If you give someone (unauthorized) access to the software, you warrant that the person agrees to the terms of this license, and you indemnify Global Software BV and approved suppliers and Visual Cargo Care in case of any claim of such person.
4. Intellectual or industrial property
All property of the software are held exclusively by Poseidon Intellectual Property Holding Inc., its licensors or its suppliers. Customer shall only acquire the usage rights to these terms and the law expressly granted. Any other or more extensive right of the customer to excluding software. A right of use to use non‐exclusive and non‐transferable to third parties.
License with annual renewal fee
5.1a The Global Software BV license allows you to use this license for 1 (one) user, namely 1 (a) Company, body or person for 1 (one) year after activation. You may not use the software on multiple connected systems, networks, servers, or emulations on a mainframe or minicomputer, unless otherwise agreed upon by written confirmation. You may still use the software on up to 1 (one) of your computers on a network or server is connected to other computers over long the network or the server does not have access to the software. This license is non‐exclusive and non‐transferable.
5.1b The Global Software BV license allows you to use this license for 1 (one) user, namely 1 (a) company, body or person for 1 year after activation. You may not use the software on multiple connected systems, networks, servers, or emulations on a mainframe or minicomputer, unless otherwise agreed upon by written confirmation. You may still use the software on up to 1 (one) of your computers on a network or server is connected to other computers over long the network or the server does not have access to the software. This license is non‐exclusive and non‐transferable.
5.2 The rental and lending of this software is prohibited.
5.3 You may not modify, analyze using reverse engineering to decompile or disassemble the software in whole or in part, and you should not develop products that are derived from the software. If you require information necessary for the software with third party software to work properly, please contact Global Software BV by email@example.com.
6. Termination License
VCC with annual renewal fee + Flex-grid VCC
6.1 The license agreement for a definite time will automatically prolong with one year unless a written resignation has been received at the office of Global Software B.V. minimum 3 (three) months before issue date. By not sending this resignation, the customer is obliged, to buy and pay for a renewal license, the so called “annual renewal fee”, or renewal Flex-grid VCC, on yearly return. The customer will be invoiced automatically.
6.2 If the customer does not wish to use the software after purchase or after activation of application there will be no refund of the purchase price.
7. Limited warranty and limitation of liability and indemnification of Visual Cargo Care, Global Software BV and Global Software Developer
7.1 You may only use the software after you have read the enclosed instructions. If you have problems using the software, see the instructions to make sure you use the product correctly.
7.2 Use of the software means that errors can occur due to local environmental conditions and / or incomplete data. Global Software BV cannot guarantee that the software works flawlessly.
7.3 Using the software program is at your own risk. Supplier, and all those who have contributed to the software program, have the greatest possible care in formulating and drafting the software program. Visual Cargo Care used the latest developments in science and technology. Nevertheless, there may be errors in the software program. The maximum extent permitted by applicable law, offers Global Software BV, its employees, distributors, suppliers and agents not guarantee the performance of the software or results that you obtain the software and ensure that the software does not meet your requirements or that its operation will be uninterrupted, error free or virus will be free. Those who use the software to accept the risk involved. Supplier shall, also on behalf of all those who have contributed to the software program, reject any liability for any damage that could result from direct or indirect consequence of using this software.
7.4 Global Software BV will repair or replace the Software only. This limited warranty replaces all other warranties, express or implied, including any implied warranty or condition of merchantability and / or quality or fitness for a particular use or purpose and / or any implied warranty or condition of non‐infringement. Neither Global Software BV nor any of its employees, developers, distributors, suppliers or agents or any authorized reseller of Visual Cargo Care will in any way be liable to you and you hereby waive any claim for compensation for any direct, indirect, economic, special, commercial, incidental, exemplary or consequential damages (damages) (without limitation), losses, revenue losses, lost profits, lost data, loss caused by delays, business interruption or non‐realization of expectations and anticipated savings (as a result of or in connection to the use or performance of the software, even if Global Software BV or any of its employees, developers, distributors, suppliers or agents are aware of the possibility of such damages). This restriction is intended to apply and shall apply whether such damage is claimed, check whether an action or claim is brought, which refers only to discrimination (including negligence), contract or other warranty or any other law or form of action. The liability of Global Software BV compared to you or any third party claim on your behalf, will never exceed the purchase price of the software you purchase. This limited warranty and limitation of liability is the liability of Global Software BV for death or personal injury caused by negligence of Global Software BV does not exclude or limit in any jurisdiction that does not allow the exclusion or limitation. This disclaimer constitutes an essential part of this agreement and the software may not be used without the application of this safeguard.
7.5 Under no circumstances and under no legal claim based on tort, contract or otherwise, accept Global Software BV or any of its employees, developers, distributors, suppliers or agents any liability or responsibility (including liability for negligence) to you or any other person or entity with respect to any liability, loss or damage (including but not limited to damages for loss of goodwill, business interruption, computer failure or malfunction and all other commercial damages or loss) directly or indirectly caused by or allegedly caused by the software that is licensed or supplied Global Software BV or any of its employees, developers, distributors, suppliers or agents.
7.6 Global Software BV hereby reserves the right to change, modify, correct or translate the software at any time.
7.7 This limited warranty and limitation of liability is not transferable to others.
7.8 You can derive specific legal rights to this limited warranty and limited liability and you may also have other rights which vary from country to country. Some countries allow the exclusion or limitation of damages not. If this limited warranty and limitation of liability is invalid or unenforceable to, such invalidity or unenforceability, the entire limited warranty and limitation of liability is impracticable, but the limited warranty and limitation of liability shall be construed as if not containing the particular invalid or unenforceable condition or conditions, and the rights and obligations of each party shall be interpreted and applied.
The copyrights and other intellectual or proprietary rights in the software are owned by Poseidon Intellectual Property Holding Inc. or its suppliers Visual Cargo Care. You may not copy the product manual(s) or written materials accompanying the software. You do not own the software.
THESE TERMS & CONDITIONS HAVE BEEN REGISTERED WITH THE CHAMBER OF COMMERCE, THE NETHERLANDS.