License Agreement

License Agreement

License Terms and Conditions

This sanctions.io License Agreement (“Agreement”) governs the use of the Service and API available via the URL api.sanctions.io. The use of the Service or API will be subject to the Order Document(s). REMEDYNE means REMEDYNE GmbH, Gaussstrasse 5, 60316 Frankfurt am Main, Germany. CUSTOMER means the legal entity using the Service and API for Internal Business Purposes.

1.     Definitions.
(a) “Affiliate” means, with respect to any person or entity, any other person or entity that directly or indirectly Controls or is Controlled by such person or entity, from time to time, but only for so long as such Control exists.
(b) “Control” and its grammatical variants mean (i) a general partnership interest in a partnership, or (ii) the beneficial ownership of a majority of the outstanding equity entitled to vote for directors.
(c) “Enhancements” means any updates, upgrades, releases, fixes, enhancements or modifications to the Service as provided under the terms and conditions outlined in Exhibit B.
(d) “Evaluation Service” means Service licensed for internal evaluation purposes and not for productive business use.
(e) “Extensions” mean any separate downloadable software, add-on, example module, command, function, or application which extends the Service.
(f) “Free REMEDYNE Service” means Service licensed for free from REMEDYNE.
(g) “Internal Business Purpose” means the use of any of the REMEDYNE Materials, as applicable, only for CUSTOMER’s internal business use with CUSTOMER’s systems, networks, devices and data. Such use of REMEDYNE Materials does not include use of CUSTOMER’s systems, networks or devices as part of services CUSTOMER provides for a third party’s benefit.
(h) “Order Document(s)” mean the purchase order or any equivalent ordering document and the order confirmation that detail the components, solutions, and quantities of CUSTOMER’s purchase of REMEDYNE Materials. This can be online and in electronic form.
(i) “Purchased Service” means Service purchased through REMEDYNE or other channels.
(j) “Service” means the Service components listed in the Order Document(s).
(k) “Materials” means additional products such as software components that help customers use the Service.
2.     License Grants.  Subject to CUSTOMER’s compliance with the terms and conditions of this Agreement, including (as applicable) CUSTOMER’s timely payment of license fees set forth in the applicable Order Document (the “License Fees”), REMEDYNE grants to CUSTOMER the following nonexclusive, worldwide, nontransferable, nonsublicensable, revocable, limited licenses during the Term (or such other period of time provided in CUSTOMER’s Order Document) to use solely for CUSTOMER’s Internal Business Purpose:
2.1     the Purchased Service set forth in CUSTOMER’s Order Document for which CUSTOMER has paid the applicable License Fees;
2.2      Some Service components may be distributed with the Service. If separate license terms accompany those components, such separate license terms apply to CUSTOMER’s use of such components.
3.     Free REMEDYNE Evaluation Service Licenses.
3.1     Evaluation Service Trial License. Notwithstanding Section 13 (Term) of this Agreement, if the applicable Order Document is limited to a free trial license of the Evaluation Service or CUSTOMER is otherwise provided a free trial license of the Evaluation Service, then the term will be limited to the free trial period specified in the Order Document or a maximum of 4 weeks (the “Trial Period”). This Agreement and any license rights granted hereunder will automatically terminate at the end of the Trial Period, and there will be no renewal term. CUSTOMER may use the Evaluation Service solely for the purpose of determining whether to purchase a commercial license to the Purchased Service, and not for any revenue generation, commercial activity or other productive business or developmental purpose. Any license keys provided for a free trial will automatically expire and may cause the Evaluation Service to become non-operational at the end of the Trial Period. If CUSTOMER wishes to use the Evaluation Service after the Trial Period expires, CUSTOMER agrees to purchase the applicable license. By continuing to use the Evaluation Service after the Trial Period expires, CUSTOMER acknowledges and agrees that CUSTOMER shall be responsible for any and all license fees required for such use. REMEDYNE reserves the right to exercise its rights under Section 8 of this Agreement to ensure compliance with this Section 3.1.
3.2     Limitations. To the extent that any provision of this Section 3 is in conflict with any other term or conditions of this Agreement, this Section 3 shall supersede such other terms and conditions with respect to the Free REMEDYNE Service or Evaluation Service, but only to the extent necessary to resolve the conflict. REMEDYNE reserves the right to terminate CUSTOMER’s license to use the Free REMEDYNE Service or Evaluation Service at any time in its sole discretion. Provisions in this Agreement regarding License Fees, maintenance and support, warranty and indemnification, including, without limitation, Sections 6, 7, 9, 10, and 12, will not apply to Free REMEDYNE Service or Evaluation Service.
4.     Service Restrictions.  CUSTOMER agrees not to (a) use the REMEDYNE Materials or CUSTOMER’s Extensions except as expressly authorized in this Agreement and CUSTOMER’s Order Document; (b) create derivative works of the Service; (c) rent, lease, loan, resell, transfer, sublicense (including, but not limited to, offering any of the functionality of the REMEDYNE Materials or CUSTOMER’s Extensions on a service provider, hosted or time sharing basis) or distribute the REMEDYNE Materials or CUSTOMER’s Extensions to any third party; (d) disclose to any third party the results of any benchmark tests or other evaluation of the Service; or (e) attempt to disable or circumvent any of the licensing mechanisms within the Service; (f) violate the usage restrictions contained in the Order Document, the instructions or release notes; (g) authorize any third parties to do any of the above. The Service may contain certain materials (including, without limitation, any computer programs, modules or components of a computer program, functionality or features of a computer program, documentation, content or other materials, if any) on media or via download or online (the API) for convenience of the licensing mechanism used by REMEDYNE but are disabled or hidden in CUSTOMER’s setting, because CUSTOMER either (i) do not have the relevant license authorization key or (ii) have not paid the applicable license fees, for those materials.  CUSTOMER acknowledges that such inclusion does not in any way authorize, expressly or impliedly, a right to use such disabled materials.  The materials CUSTOMER is entitled to access are limited to those described in the applicable product documentation.  CUSTOMER may not utilize any equipment, device, Service, or other means to (or designed to) circumvent or remove any usage restrictions, or to enable functionality disabled by REMEDYNE.  Further, CUSTOMER may not bypass or delete any functionality or technical limitations of the Service that (or that are designed to) prevent or inhibit the unauthorized copying of, installation or access to the disabled materials.  Any consultant, contractor, or agent hired to perform services for CUSTOMER may use the Service on CUSTOMER’s behalf under these terms and conditions, provided that: (v) CUSTOMER is responsible for ensuring that any such third party agrees to abide by and fully comply with the terms of this Agreement on the same basis as applicable to CUSTOMER; (x) such use is only in connection with CUSTOMER’s Internal Business Purpose; (y) such use does not represent or constitute an increase in the scope of the licenses provided hereunder; and (z) CUSTOMER remains fully liable for any and all acts or omissions by such third parties related to this Agreement.
Any violation of this Section shall be a material breach of this Agreement subject to immediate termination of this Agreement for which no notice from REMEDYNE shall be required.
5.     Ownership.  REMEDYNE, its suppliers and/or its licensors own all worldwide right, title and interest in and to the REMEDYNE Materials, including all worldwide patent rights (including patent applications and disclosures); copyright rights (including copyrights, copyright registration and copy rights with respect to computer Service, Service design, Service code, Service architecture, firmware, programming tools, graphic user interfaces, reports, dashboard, business rules, use cases, screens, alerts, notifications, drawings, specifications and databases); trademark rights (including the goodwill associated therewith); trade secrets and other rights with respect to confidential or proprietary information; know-how; other rights with respect to inventions, discoveries, ideas, improvements, techniques, formulae, algorithms, processes, schematics, testing procedures, technical information and other technology; and any other intellectual and industrial property rights, whether or not subject to registration or protection; and all rights under any license or other arrangement with respect to the foregoing (the “Intellectual Property Rights”). Except as expressly stated in this Agreement, REMEDYNE does not grant CUSTOMER any Intellectual Property Rights in the REMEDYNE Materials, and all right, title, and interest in and to all copies of the REMEDYNE Materials not expressly granted herein remain with REMEDYNE, its suppliers and/or its licensors. The REMEDYNE Materials are copyrighted and protected by the laws of Germany and other countries, and international treaty provisions. CUSTOMER may not remove or obscure any copyright, trademark, and/or any other intellectual property or other proprietary notices from the REMEDYNE Materials.
6.     Purchased Service License Fees.  In order to access and use the Purchased Service, CUSTOMER is required to pay to REMEDYNE the License Fees. The License Fees will be due and payable in accordance with the terms set forth in CUSTOMER’s Order Document. Any failure to pay the License Fees in accordance with an Order Document may result in automatic revocation and termination of this Agreement and all rights and licenses granted hereunder in REMEDYNE’s sole discretion. All License Fees are non-refundable once paid. Any fees and payment terms for REMEDYNE Extensions will be identified on CUSTOMER’s Order Document.
7.     Maintenance and Support.  Subject to CUSTOMER’s payment of the applicable annual maintenance and support fees set forth in CUSTOMER’s Order Document (the “Support Fees”), REMEDYNE will provide the level of Support for the Purchased Service identified in CUSTOMER’s Order Document and in accordance with the support and maintenance terms and conditions set forth on Exhibit B (the “Support and Maintenance Terms and Conditions”), attached hereto and made a part hereof. REMEDYNE is not obligated to support, update or upgrade the Evaluation Service or the Free REMEDYNE Service.
8.     Service Verification and Audit. At REMEDYNE’s written request, CUSTOMER will furnish REMEDYNE with a certification signed by CUSTOMER’s authorized representative verifying that the Purchased Service or the Evaluation Service, as applicable, is being used in accordance with the terms and conditions of this Agreement and the applicable Order Document. Upon at least ten (10) days’ prior written notice and subject to applicable reasonable security requirements, if any, REMEDYNE may audit CUSTOMER’s use of the Purchased Service or the Evaluation Service to ensure that CUSTOMER is in compliance with the terms of this Agreement and the applicable Order Document. Any such audit will be conducted during regular business hours at CUSTOMER’s facilities, will not unreasonably interfere with CUSTOMER’s business activities and will be in compliance with CUSTOMER’s reasonable security procedures. CUSTOMER will provide REMEDYNE with reasonable access to the relevant records and facilities for the Purchased Service or the Evaluation Service. This Section shall survive expiration or termination of this Agreement for a period of three (3) years.
9.     Purchased Service Warranty. REMEDYNE warrants that for a period of thirty (30) days after delivery of the Purchased Service, the Purchased Service will substantially achieve any material function described in documentation for the Purchased Service published by REMEDYNE. As REMEDYNE and its Affiliates, licensors and suppliers’ sole liability and CUSTOMER’s sole remedy for any failure of the Purchased Service to conform to this warranty, REMEDYNE will repair the Purchased Service. CUSTOMER acknowledges that the Evaluation Service and the Free REMEDYNE Service are provided on an “as is” basis, and REMEDYNE disclaims any warranty or liability obligations to CUSTOMER of any kind with respect to the Evaluation Service or the Free REMEDYNE Service.
10.     WARRANTY DISCLAIMER.  EXCEPT AS SET FORTH IN SECTION 9 ABOVE, REMEDYNE, ITS AFFILIATES, LICENSORS AND SUPPLIERS PROVIDE THE REMEDYNE MATERIALS AS-IS AND EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, QUIET ENJOYMENT, AND INTEGRATION, AND WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CUSTOMER AGREE THAT, AS BETWEEN CUSTOMER AND REMEDYNE, CUSTOMER ARE RESPONSIBLE FOR THE ACCURACY AND QUALITY OF CUSTOMER DATA INPUT INTO ANY REMEDYNE MATERIALS. BECAUSE THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME STATES OR JURISDICTIONS, THE ABOVE DISCLAIMER MAY NOT APPLY TO CUSTOMER.
11.     LIMITATION OF LIABILITY.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, REMEDYNE’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO REMEDYNE UNDER THE APPLICABLE ORDER DOCUMENT GIVING RISE TO SUCH LIABILITY IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL REMEDYNE BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE REMEDYNE MATERIALS OR SUBSTITUTE SUPPORT) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE REMEDYNE MATERIALS OR THE SUPPORT, WHETHER SUCH LIABILITY ARISES FROM CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT REMEDYNE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. WITHOUT LIMITING THE FOREGOING, REMEDYNE WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BUSINESS INTERRUPTION OR LOSS OF DATA ARISING FROM THE AUTOMATIC TERMINATION OF THE LICENSE RIGHTS GRANTED HEREIN AND ANY ASSOCIATED CESSATION OF THE FUNCTIONS OF THE REMEDYNE MATERIALS. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO CUSTOMER. REMEDYNE IS ACTING ON BEHALF OF ITS AFFILIATES, LICENSORS AND SUPPLIERS FOR THE PURPOSE OF DISCLAIMING, EXCLUDING AND LIMITING OBLIGATIONS, WARRANTIES AND LIABILITY, BUT IN NO OTHER RESPECTS AND FOR NO OTHER PURPOSES.
12.     Purchased Service Indemnity. Provided CUSTOMER’s use of the Purchased Service was in accordance with the terms of this Agreement, REMEDYNE will defend, indemnify and hold CUSTOMER harmless from and against any loss, damage, liability or cost (including reasonable attorneys’ fees) resulting from any third party claim that the Purchased Service infringes or violates any third party’s copyright or trademark rights; provided that CUSTOMER promptly notifies REMEDYNE in writing of any and all such claims. In the event of any loss, damage, liability or cost for which REMEDYNE is obligated to indemnify CUSTOMER hereunder, REMEDYNE shall have sole control of the defense and all related settlement negotiations, and CUSTOMER shall reasonably cooperate with REMEDYNE in the defense and/or settlement thereof at REMEDYNE’s expense; provided that CUSTOMER may participate in such defense using CUSTOMER’s own counsel, at CUSTOMER’s own expense. The indemnification obligations set forth in this Section constitute CUSTOMER’s sole remedy, and REMEDYNE’s sole liability, with respect to any claims that the Purchased Service infringes any third party’s intellectual property rights.
13.     Term and Termination.  This Agreement will be in effect perpetually unless earlier terminated as provided herein (the “Term”). CUSTOMER may terminate this Agreement at any time by providing to REMEDYNE a written statement signed by CUSTOMER’s authorized representative notifying REMEDYNE that CUSTOMER is terminating the Agreement. REMEDYNE may terminate this Agreement (and CUSTOMER’s license rights) upon notice in the event that CUSTOMER breach any provision of this Agreement and have not cured the breach during a thirty (30) days notice period. Notwithstanding the foregoing, a material breach of any license granted to CUSTOMER shall be grounds for immediate termination. Upon any expiration or termination of this Agreement, the rights and licenses granted hereunder will automatically terminate, and CUSTOMER agrees to immediately cease using the REMEDYNE Materials and to return or destroy all copies of the REMEDYNE Materials, including any documentation, and other REMEDYNE Confidential Information in CUSTOMER’s possession or control and certify in writing the completion of such return or destruction in accordance with Section 17. In the event of termination of this Agreement, REMEDYNE will have no obligation to refund any License Fees, Support Fees, or other fees received from CUSTOMER during the Term.
14.     Severability.  Unless otherwise provided herein, all rights and remedies, whether conferred hereunder or by any other instrument or law, will be cumulative and may be exercised singularly or concurrently. The failure by either party to enforce any provisions of this Agreement will not constitute a waiver of any other right hereunder or of any subsequent enforcement of that or any other provisions. The terms and conditions stated herein are declared to be severable. If a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
15.     Export.  CUSTOMER will comply fully with all relevant export laws and regulations of Germany, the United States and any other country (“Export Laws”) where CUSTOMER uses any of the REMEDYNE Materials. CUSTOMER certifies that CUSTOMER is not on any of the relevant U.S. Government Lists of prohibited persons, including but not limited to the Treasury Department’s List of Specially Designated Nationals, and the Commerce Department’s List of Denied Persons or Entity List. CUSTOMER further certifies that CUSTOMER shall not export, re-export, ship, transfer or otherwise use the REMEDYNE Materials in any country subject to an embargo or other sanction by Germany or the United States, including Iran, Syria, Cuba, Sudan and North Korea and that CUSTOMER shall not use the REMEDYNE Materials for any purpose prohibited by the Export Laws, including, but not limited to, nuclear, chemical, missile or biological weapons related end uses.
16.     Publicity.  CUSTOMER agrees that REMEDYNE may publish a brief description highlighting CUSTOMER’s deployment of the Service, identify CUSTOMER as a REMEDYNE customer on any of REMEDYNE’s websites, client lists, press releases, and/or other marketing materials.
17.  Confidentiality.  In its performance of this Agreement, either party may disclose to the other party, orally or in writing, customer information, product information, business plans, financial projections, technical data, specifications, designs or other information that is the proprietary and confidential information of the disclosing party (“Confidential Information”).  The receiving party agrees for itself and, as applicable, for its employees, that it will (i) maintain and protect Confidential Information with at least the same degree of care that it would use to protect its own confidential and proprietary information, but with no less than a reasonable degree of care and (ii) use Confidential Information only as necessary for the performance of this Agreement.  The receiving Party shall not disclose, without the prior written consent of the disclosing party, any Confidential Information to any person other than to those employees of the receiving party who have a need to know such information and who are under a duty of nondisclosure and nonuse similar in scope to this Section 10.  Prior to permitting such disclosure, the Receiving Party shall advise any employee receiving such information of the confidential nature of such Confidential Information.  Upon termination of this Agreement, the receiving party shall, at the direction of the disclosing party, either return or destroy all Confidential Information.
18.  Governing Law, Competent Court.  This Agreement shall be governed by and construed in accordance with the laws of Germany. Any dispute arising in connection with this Agreement, including the validity, the interpretation and the performance hereof, and which cannot be resolved amicably, shall fall under the exclusive jurisdiction of the competent court in Frankfurt am Main, Germany.
19.    Assignment.  CUSTOMER may not assign, delegate or transfer this Agreement, in whole or in part, by agreement, operation of law or otherwise. REMEDYNE may assign this Agreement in whole or in part to (i) an Affiliate, upon written notice to CUSTOMER (such notice to be delivered electronically or otherwise) or (ii) in connection with an internal reorganization or in connection with a merger, acquisition, or sale of all or substantially all of REMEDYNE’s assets. Any attempt to assign this Agreement other than as permitted herein will be null and void; provided, however, REMEDYNE may assign its rights to receive payment due as a result of performance of this Agreement to a bank, trust company, or other financing institution, including any lending agency. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns.
20.   Notices. Any notice permitted or required to be given under this Agreement shall be deemed sufficient if given by registered or certified mail, postage prepaid, return receipt requested, by private courier service or by facsimile or email addressed to CUSTOMER at the address listed below and/or to REMEDYNE at the address listed below, or to such other addresses as the parties may designate by like notice from time to time. A notice so given shall be effective upon (a) receipt by the party to which the notice is given, or (b) on the fifth day following domestic mailing [or the tenth day following international mailing], whichever occurs first.  Notices given by email shall be effective on the business day immediately following the date the notice is sent unless the party giving notice receives an automated response or other indication that the email account is not monitored.
21.    Entire Agreement.  This Agreement constitutes the final, complete, exclusive and entire agreement between the parties and supersedes all prior or contemporaneous agreements, written or oral, regarding the subject matter of this Agreement.  This Agreement may only be modified or provisions waived by a writing signed by both parties.  No failure or delay to enforce a provision will be deemed a waiver thereof.  The parties are independent contractors and not agents of each other.  If any portion of this Agreement is unenforceable, the remaining portions shall remain in full force and effect.  The following sections shall survive termination of this Agreement for any reason:  1, 5, 8, 10, 11, 12, 13, 14, 15, 17, 18, 19, 20, 21.