End User License Agreement (EULA)
This End User License EULA (“EULA”) is made between SGE Power FZE, a company established and duly registered in Dubai, United Arab Emirates with an address of P.O. Box 262260, Dubai, United Arab Emirates (“SGE”) and the person or entity whose name appears on the signature page of this EULA as the customer (“Customer”). This EULA is made as of the date signed by SGE on the signature page of this EULA (“Effective Date”).
1.1 You agree that the provisions of this EULA apply to SGE’s provision of the Software to You and each End User, except as otherwise provided in an Order placed in connection with this EULA.
1.2 In this EULA “you,” “your,” and “You” mean the person or entity named on the signature page of this EULA as You, and includes any authorized subcontractor, agent or consultant acting on its behalf. The words “we,” “us,” “our,” and each mean SGE.
2.1 In this EULA, the following words have the following meanings:
“Documentation” means product user guides, installation guides, manuals and release notes;
“End User” means the user or users of the Software (each being employees of You), as designated in an Order (and as amended from time to time by the mutual written EULA of the parties);
“Order” means SGE’s standard form for ordering Software product licenses;
“Software” means SGE’s proprietary “Aladdin” maintenance management software obtained by You from SGE as denoted on an Order or and/or as further described in the related Documentation (including Software Updates); and
“Software Update” means any update, patch, new release and/or new version of the Software.
3. ACCEPTABLE USE
3.1 Subject to the terms of this EULA and the provisions set out in the relevant Order, SGE grants You a non-exclusive license to use the Software in object code form solely for your internal business purposes. You are responsible for the acts and omission of your affiliates, subcontractors, agents and consultants with respect to their use of the Software and this EULA, and all such acts or omissions shall be deemed acts or omissions on your part. This EULA does not entitle you to services such as installation, implementation, training or education, which are available to you under terms of a separate EULA between us, the details of which (if any) may be set out in an Order.
3.2 You may only use the Software in accordance with the applicable license term designated in the Order.
3.3 This Software is licensed, not sold, to you. SGE and its licensors retain all title and ownership to the Software. SGE and its licensors reserve all rights in the patents, copyrights, trade secrets and other intellectual property in the Software.
3.4 You may copy the Documentation solely to facilitate your use of the Software in accordance with, and subject to, the terms and conditions of this EULA.
3.5 You understand that the Software, Documentation and the terms and pricing under this EULA as well as any other confidential proprietary information provided to you by or for us in connection with this EULA constitute valuable properties and trade secrets of SGE, which are proprietary and confidential. You agree to maintain the confidentiality of such information and to protect the information as a trade secret by preventing any unauthorized copying, use or disclosure of such information.
3.6 You may not remove, alter or destroy any proprietary, trademark or copyright notices placed upon or contained within the Software or Documentation. You acquire no rights of any kind in or to any trademark, trade name, logo or product designation under which the Software was or is marketed and you may not make any use of the same for any reason.
3.7 You agree not to reverse engineer, modify, decrypt, extract, disassemble, copy, or decompile the Software, or permit anyone else to do so.
3.8 You will promptly notify us upon becoming aware of any unauthorized use of any Software or the Documentation.
3.9 We confirm that at all times you will maintain ownership of your data that is processed with the aid of the Software, which you may download at any time.
4.1 SGE warrant that the Software will substantially conform to and operate according to our then current Documentation under normal use, and that the media will be free from defects in design, material or workmanship for a period of thirty (30) days from the Effective Date.
4.2 As our sole liability to you in the case of a breach of the foregoing warranty, and thereafter, and for so long as you are obtaining maintenance and support from us, to provide maintenance, modifications or fixes with respect to any error, non-conformity or defect in the Software so that the Software can be used substantially in accordance with the specifications set forth in the Documentation. We do not warrant that the functions contained in the Software will meet your requirements or that the Software will operate uninterrupted or error free.
4.3 SGE will take steps in line with prudent industry practice to protect your data from hackers but will incur no liability whatsoever in the event your data is hacked.
4.4 Except for the express warranty set out above, the Software is provided “as is” and to the fullest extent permitted by applicable law, SGE excludes all other express and implied terms, conditions, warranties or representations regarding the Software arising by law or otherwise, including without limitation any implied terms of satisfactory quality, reasonable skill and care and fitness for a particular purpose.
5. LIMITATION OF LIABILITY
5.1 The parties agree that, to the fullest extent permissible under law, in no event shall a party, and in the case of SGE, its suppliers, be liable for:
5.1.1 any indirect loss;
5.1.2 any incidental, consequential, indirect, special or punitive damages or losses;
5.1.3 any direct or indirect loss of profits; or
5.1.4 any lost savings, loss of use or loss of data, whether such loss is direct or indirect,
arising out of or related to this EULA or with respect to the installation, use or operation of the Software, whether in contract, tort, negligence (save in respect of fraud, or death or personal injury resulting from negligence) or other form of action even if the party has been apprised of the possibility of such damages.
5.2 The parties hereto specifically agree that except for amounts properly payable to SGE hereunder, the total liability of SGE for damages under this EULA will not exceed 50% of the sum of all Fees actually paid by you to SGE hereunder.
6.1 You may not license, sublicense, assign, sell, rent, lease, or otherwise transfer the Software or this EULA without our prior written consent.
7. TERM AND TERMINATION
7.1 Each license granted to you under this EULA will begin on the day you commence use of the Software, and will continue until this EULA is terminated with respect to that license.
7.2 Party may terminate this EULA, in addition to any other remedies it may have, if the other party is in default of a material obligation under this EULA and fails to cure such default within 30 days following its receipt of written notice of the default. The parties hereto expressly waive the application of the United Nations Convention on Contracts for the International Sale of Goods to the terms of this EULA.
8.1 Any failure by either party to enforce at any time or for any period of time the provisions of this EULA shall not be construed as a waiver of such provision, or of the right to enforce that provision.
8.2 The You agrees that any material breach of this EULA may cause SGE irreparable harm, and that SGE may seek injunctive relief in the event of a material breach by You.
8.3 If any provision of this EULA is held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, then such provision (or part thereof) shall to that extent be deemed not to form part of this EULA but the legality, validity and enforceability of the remainder of this EULA shall not be affected.
8.4 This EULA may not be modified unless the modification is in a writing and signed by both parties.
8.5 This constitutes the entire EULA between us with respect to the Software. This EULA will be binding on and will inure to the benefit of the heirs, executors, administrators, successors and assignees of the parties hereto.
8.6 Any notice or other communication required or permitted in this EULA shall be in writing and shall be deemed to have been duly given on the day of service if served personally or sent by prepaid first class post, courier, e-mail or by fax to the party to whom it is being given at the address, e-mail address or fax number at the address set forth above or in the initial Order, or at such other addresses as may be specified by either party to the other party in writing from time to time.
8.7 On our written request, no more frequently than annually, you shall provide us with a signed certification verifying that the Software is being used pursuant to the terms of this EULA and the relevant Order. You agree to grant us reasonable access to all relevant locations and provide reasonable co-operation, upon prior notice during normal business hours, to allow us to audit the use of the Software.
9. GOVERNING LAW AND DISPUTES; LANGUAGE
9.1 This EULA shall be governed and construed in accordance with the laws of England, exclusive of its conflicts of law provisions and the parties hereby submit to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre.