Software License Agreement for Commercial Use
IMPORTANT – READ CAREFULLY:
BY CHECKING “I accept the following terms and conditions” AND CLICKING THE “OK” BUTTON OR BY UTILIZING THIS SOFTWARE PRODUCT YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. THIS SOFTWARE PRODUCT IS NOT AVAILABLE TO PERSONS UNDER 13 YEARS OF AGE.
IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT FOR COMMERCIAL USE OR IF YOU DO NOT FULFILL THE AGE REQUIREMENTS TO USE THIS SOFTWARE PRODUCT, CLICK THE “Cancel” BUTTON AND DO NOT USE THIS SOFTWARE PRODUCT.
“Slidebuilder Software” refers to PPT Solutions b.v., Jan Leentvaarlaan 29, Rotterdam, The Netherlands a private limited liability company incorporated under the Dutch laws and holds the exclusive and worldwide license and distribution rights for this software product called ‘Slidebuilder’.
PPT Solutions b.v. is the developer of this software products and the compiler of the installation packages and deliverer of this software product.
“Software” refers to this software product developed by PPT Solutions b.v., licensed and distributed under this Software License Agreement for Commercial Use by PPT Solutions b.v. and compiled into an installation package and delivered by PPT Solutions b.v. via its customer portal. This software product allows its users to create and alter visual presentations in Microsoft PowerPoint. It includes: 1) machine-readable instructions and data, 2) components, 3) audio-visual content (such as images, text, recordings, or pictures), 4) related licensed materials, 5) license use documents and/or keys, and 6) documentation.
“SLA” refers to this Software License Agreement for Commercial Use and the terms and conditions set forth by this Software License Agreement for Commercial Use.
“YOU” refers to the individual who registers with PPT Solutions b.v. for commercial use of this software product or, if this software product is being licensed on behalf of an entity by an individual authorized to register with PPT Solutions b.v. for the commercial use of this software product on behalf of such entity, then “YOU” refers to such entity, and, for the purposes of Section 7 (Use and Protection of Personal Data) only, also to the acting individual.
“Personal Data” refers to personal data in the meaning of Art. 4 no. 1 of the General Data Protection Regulation, i.e., any information relating to an identified or identifiable natural person.
(1) This SLA constitutes a software leasing and license agreement which is hereby concluded between YOU and PPT Solutions b.v. according to the terms and conditions of this SLA.
(2) This SLA furthermore constitutes a virus inspection and prevention agreement which is hereby concluded between YOU and PPT Solutions b.v. according to the terms and conditions of this SLA.
(3) This SLA does not constitute any agreement between YOU and PPT Solutions b.v.
PPT Solutions b.v. is therefore not subject of any contractual rights and obligations under this SLA. YOU shall have no contractual claims and obligations against PPT Solutions b.v. under this SLA. YOUR claims against PPT Solutions b.v. provided by the applicable mandatory statutory laws remain unaffected by this SLA.
(4) The Software is leased and licensed to YOU by PPT Solutions b.v. under this SLA and not sold to YOU.
(5) The Software is protected by applicable national and international copyright laws and treaty provisions.
2 Right and License to Use
(1) During the term of this SLA, pursuant to Section 3 (Term and Termination), below, and subject to the payment of the license fee, pursuant to Section 4 (License Fee), below, PPT Solutions b.v. hereby grants YOU a worldwide, non‑exclusive, non‑transferable, time‑limited and terminable right and license to use the Software on the limited basis set forth in this SLA. All other right, title and interest in and to the Software and any enhancements or updates remain with PPT Solutions b.v.
(2) The right and license to use the Software is subject to the provision of a license key (“Key”) which is issued by PPT Solutions b.v. and delivered to YOU at the beginning of YOUR license period and expires automatically on the end of YOUR license period.
(3) The Software and the Key are delivered to YOU electronically by download and/or other electronic means of delivery provided by PPT Solutions b.v. PPT Solutions b.v. shall only be responsible to hand over the Software and/or Key to PPT Solutions b.v. and instruct PPT Solutions b.v. to deliver the Software and/or the Key to YOU in accordance to the terms and conditions of this SLA. For the purpose of the delivery the Software and/or Key are handled by PPT Solutions b.v.
(4) Under this SLA, YOU may use the Software up to the level of use specified in this SLA, and make and install copies, including a backup copy, to support such use. The terms of this SLA apply to each copy made. YOU will reproduce all copyright notices and all other legends of ownership on each copy, or partial copy, of the Software.
(5) Under this SLA, YOU are entitled to grant any of YOUR employees the right and license to use the Software, provided that YOU have included the specific employee whom YOU grant the right and license to use the Software in the number of individual users, pursuant to Section 4 (License Fee), below. Any such grant of right and license to use the Software is restricted to the use of the Software for YOUR commercial purposes according to YOUR instructions. Private use of the Software by YOUR employees is never permitted.
(6) YOU may not 1) use, copy, modify, or distribute the Software except as provided in this SLA; 2) reverse assemble, reverse compile, or otherwise translate the Software except if and as specifically permitted by this SLA or by mandatory statutory law without the possibility of contractual waiver; or 3) sell, sublicense, rent, or lease the Software. If the applicable laws under YOUR jurisdiction allow YOU to modify the Software, e.g., in case of a defect that is not eliminated by PPT Solutions b.v. within reasonable time or to establish compatibility with other software, YOU are not allowed to delegate the modification to a contractor that is or might become a potential competitor of PPT Solutions b.v.
(7) YOU must ensure that anyone who uses the Software (accessed either locally or remotely) does so only for YOUR authorized use and fully complies with the terms and conditions of this SLA. YOU must protect YOUR Key against unauthorized use by third parties. In case a third party, including YOUR employees, infringes the terms and conditions of this SLA and/or the intellectual property rights of PPT Solutions b.v., YOU must inform PPT Solutions b.v. without undue delay after finding out about the infringement. Furthermore, YOU must closely co-operate with PPT Solutions b.v. to stop the infringement. The same applies if YOU receive a request from an unauthorized third party to allow and grant access and use of the Software.
(8) The right and license to use the Software will expire at the termination of this SLA, pursuant to Section 3 (Term and Termination), below.
3 Term and Termination
(1) The term of this SLA starts with the issuing and delivery of the Key to YOU.
(2) The term of this SLA ends on the expiration date of the Key issued and delivered to YOU.
(3) During the term of this SLA the parties are entitled to terminate this SLA only for a good cause. In particular, PPT Solutions b.v. is entitled to terminate this SLA, without prejudice to any other rights or remedies, at any time without prior written notice to YOU in the event that YOU engage in, or participate with any third party in, the unauthorized manufacture, duplication, distribution or use of the Software or otherwise infringe any other intellectual property right of PPT Solutions b.v
(4) At the end of the term or upon termination of this SLA, YOU must destroy all copies of the Software licensed under this SLA and all Keys provided to YOU
(5) YOU shall not be entitled to derive any rights and claims against PPT Solutions b.v. by the continued use of the Software after the end of the term or upon termination of this SLA. In particular, the continued use of the Software by YOU after the end of the term or upon termination of this SLA without the explicit consent of PPT Solutions b.v. cannot be interpreted as an implicit approval of PPT Solutions b.v. to the continued use and/or an extension of this SLA.
4 License Fee
(1) The license fee (“Fee”) depends on the current price list effective on the day YOUR order is received by PPT Solutions b.v. The Fee is in particular subject to the number of individual users of the Software nominated by YOU to PPT Solutions b.v. and the designated license period.
(2) YOU will inform PPT Solutions b.v. without undue delay about any increase in the number of individual users stated in YOUR initial order, place an according supplemental order for the additional individual users with PPT Solutions b.v. and pay the according additional Fee as invoiced by PPT Solutions b.v. The additional Fee depends on the current price list effective on the day YOUR supplemental order is received by PPT Solutions b.v. The additional Fee is in particular subject to the number of additional individual users of the Software nominated by YOU to PPT Solutions b.v. and the designated remaining license period.
(3) The Fee plus applicable VAT is payable in advance for the whole term of this SLA in accordance to the payment terms stated in the invoice sent to YOU with the delivery of the Key.
(4) If YOU are in default with the payment of the Fee for thirty (30) calendar days or more, PPT Solutions b.v. may suspend the right and license to use the Software or immediately terminate this SLA by written notice.
(5) Any official duties, taxes, levies or fees for YOUR use of the Software have to be paid by YOU and are not included in the Fee.
5 Installation, Support and Updates
(1) The Software is installed by YOU at YOUR own risk.
(2) During the term of this SLA, pursuant to Section 3 (Term and Termination), above, and subject to payment of the Fee, pursuant to Section 4 (License Fee), above, PPT Solutions b.v. hereby grants YOU the right to receive free written technical support regarding the Software. The provision of the free written technical support is subject to capacity. Support requests can be mailed to PPT Solutions b.v. by postal mail, our online community, or electronic mail. Support is only available for the latest version of the Software.
(3) During the term of this SLA, pursuant to Section 3 (Term and Termination), above, and subject to payment of the Fee, pursuant to Section 4 (License Fee), above, PPT Solutions b.v. hereby grants YOU the right to receive free new versions of the Software (“Update”). Updates are delivered to YOU electronically by PPT Solutions b.v. via download and/or other electronic delivery means. YOU agree that the Software automatically downloads and installs available Updates of the Software. YOU may opt out of this process. In the event that YOU do not install the latest Updates of the Software, the merchantability, operation and the fitness of the Software and YOUR technical possibility to use the Software for the contractually provided purpose might be affected.
(4) YOU agree that the Software automatically sends error reports to PPT Solutions b.v. to support the improvement of the Software.
6 Virus Inspection and Prevention Agreement with PPT Solutions b.v.
(1) PPT Solutions b.v. shall not be responsible under this SLA that the Software and Updates are free of viruses, worms, trojans, malicious code and/or other malware (“Viruses”).
(2) PPT Solutions b.v. shall be responsible under this SLA that the Software and all Updates are delivered to YOU free of Viruses. For this purpose, YOU hereby explicitly assign and instruct PPT Solutions b.v. to inspect the Software and all Updates leased and licensed to YOU under this SLA before delivery to ensure that the Software and all Updates are free of Viruses. PPT Solutions b.v. will confirm to YOU that the Software and all Updates are free of Viruses by electronically signing the Software and all Updates with its code signing certificate.
(3) The services of PPT Solutions b.v. according to this Section 6 (2) are provided to YOU free of any additional charges.
7 Use and Protection of Personal Data
Please note: YOU hereby declare YOUR consent to the storage, processing and transfer of YOUR Personal Data by PPT Solutions b.v. in accordance with the following data protection and usage provisions. YOU may withdraw YOUR consent at any time, but such withdrawal will not affect the lawfulness of previous data processing.
(1) PPT Solutions b.v. is entitled to collect, store, and use and process YOUR Personal Data exclusively for the conclusion and execution of this SLA.
(2) YOUR Personal Data will only be collected from and provided by YOU if not otherwise permissible according to the General Data Protection Regulation.
(3) PPT Solutions b.v. is entitled to publish YOUR name in the public list of references of PPT Solutions b.v. which may be provided to third parties. YOUR name will be removed from this list after the end of the term or upon termination of this SLA.
(5) PPT Solutions b.v. is entitled to transfer and share YOUR Personal Data if and insofar as the transfer and sharing of YOUR Personal Data is necessary for the conclusion and execution of this SLA. PPT Solutions b.v. guarantees that it will strictly adhere to this Section 7.
8 Warranty and Liability
(1) The Software is provided “as is” and “as available”. PPT Solutions b.v. provides YOU with no contractual warranties or conditions either expressed or implied, including but not limited to, the implied warranties or conditions of merchantability, fitness for a particular purpose, and non-infringement, regarding the Software or support. YOU assume responsibility for the selection of the Software to achieve intended results and for the installation, use and results obtained from the Software. Further, there is no contractual warranty of title, enjoyment, lack of infringement or that the operation of the Software will be uninterrupted or error-free.
(2) YOUR statutory warranty rights under this SLA are subject to the following restrictions:
- PPT Solutions b.v. liability regardless of negligence or fault with regard to initial defects of the Software is hereby excluded.
- In the event of a defect of the Software, YOU are only entitled to claim supplementary performance and delivery of the Software free of defects, pursuant to Section 5 (Installation, Support and Updates), above.
- In case that the supplementary performance and delivery of the Software finally fails within reasonable time or if the supplementary performance and delivery of the Software is not reasonable at all, YOU shall be entitled to withdraw from this SLA by giving written notice to PPT Solutions b.v. In the event of YOUR withdrawal from this SLA YOUR claims for damages due to the termination of this SLA are restricted to the reimbursement of the Fee paid to PPT Solutions b.v., pursuant to Section 4 (License Fee), above. The reimbursement of the Fee is limited on a pro-rata basis to the time period during which YOU are not able to use the Software.
(3) PPT Solutions b.v. liability under this SLA is furthermore subject to the following restrictions:
- PPT Solutions b.v. is liable without any restriction 1) in case of willful misconduct or gross negligence, 2) in case of bodily injury and/or injury of health, and 3) according to the applicable provisions of the Dutch law.
- In case of a slightly negligent violation of a main contractual duty of this SLA, which has to be fulfilled in order to enable the execution of this SLA in an orderly manner and on whose fulfillment YOU could usually rely and whose violation would endanger the achievement of the purpose of this SLA, YOUR claims against PPT Solutions b.v. under this SLA are limited to direct losses which are foreseeable and typical for this type of software license agreement. The liability of PPT Solutions b.v. for loss of, or damage to, data is limited to the refund of the typical effort for data recovery in case of regular and suitable security backups by YOU.
- PPT Solutions b.v. shall not be liable for any other slightly negligent violation of any contractual and/or statutory duty. Under no circumstances PPT Solutions b.v. shall be liable for any loss of use, interruption of business, or any direct, indirect, special, incidental, and/or consequential damages of any kind, including loss of, or damage to, data, lost profits, business, revenue, goodwill, or anticipated savings, even if informed of their possibility. YOU assume the entire risk as to the quality and performance of the Software. As some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, the above limitation or exclusion may not apply to YOU in full, but shall be interpreted to apply to the maximum extent permissible under applicable law.
- PPT Solutions b.v. is not liable for damages of any kind which are caused by unauthorized use of the Software and/or use of software that is not authorized by PPT Solutions b.v. Software is authorized by PPT Solutions b.v., if and only if it is electronically signed by PPT Solutions b.v. code signing certificate.
(4) The liability restrictions provided in this Section 8 are applicable to the employees, e.g., directors, software developers, sales and support staff, technicians, subcontractors and suppliers of PPT Solutions b.v.
9 Entire Agreement and Modifications
(1) This SLA constitutes the entire understanding and contract between the parties and supersedes any and all prior and contemporaneous, oral or written representations, communications, understandings, and agreements between the parties.
(2) This SLA may not be modified or amended unilaterally by YOU, including by custom, usage of trade, or course of dealing, except by an instrument in writing signed by duly authorized representatives of both parties.
(3) PPT Solutions b.v. reserves the right to unilaterally change or modify any of the terms and conditions of this SLA. PPT Solutions b.v. shall give written notice to YOU of any such changes. In the event of a change, YOU shall have the right to terminate this SLA for a good cause by written notice within four (4) weeks after having received the written notification from PPT Solutions b.v. In case of termination the Fee paid to PPT Solutions b.v. will be reimbursed to YOU on a pro-rata basis for the remaining term of this SLA. By continuing to use the Software following PPT Solutions b.v.’ notice of change, YOU accept the changes of this SLA which were unilaterally provided by PPT Solutions b.v. and agree to be bound by such changes.
10 Governing Law and Attorneys’ Fees
(1) The validity and interpretation of this SLA and the rights and obligations of the parties hereunder shall be exclusively governed by the Dutch law. The parties hereby waive the application of the rules on the conflict of laws and the United Nations Convention on the Sale of Goods (CISG).
(2) All disputes arising out of this SLA and/or in connection with this SLA shall be subject to the exclusive jurisdiction of the local court of Rotterdam, The Netherlands.
(3) In any action or suit to enforce any right or remedy under this SLA or to interpret any provision of this SLA, the prevailing party shall be entitled to recover its costs, including reasonable attorney’s fees.
11 Severability and Survival
(1) In the event that any provision is found invalid or unenforceable pursuant to judicial decree or decision, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this SLA shall remain valid and enforceable according to its terms. The same applies for loop-holes in this SLA.
(2) The provisions of Sections 1, 2 (6-8) and 8 through 11 shall survive the expiration or termination of this SLA. The mandatory statutory provisions applicable between the parties remain unaffected.