Men&Mice user license agreement

1. Definitions.

1.1. “Affiliate” means a party’s direct or indirect parent or subsidiary corporation (or other entity), or any corporation (or other entity) with which the party is under common control.

1.2. “Computer” means the hardware, if the hardware is a single computer system, whether physical or virtual, or means the computer system with which the hardware operates, if the hardware is a computer system component.

1.3. “Documentation” means any printed or electronic documentation prepared by and provided by Men&Mice concerning the use of its Software.

1.4. “Reseller” means an authorized business that is selling Men&Mice’s Software.

1.5. “Software” means the software products sold by Men&Mice: Micetro by Men&Mice The Men&Mice Virtual DNS Caching Appliance and The Men&Mice Virtual DNS/DHCP Appliance and their components, such as the Men&Mice Management Console, Men&Mice Command Line Interface, Men&Mice Web Client, Men&Mice Central, Men&Mice DHCP Server Controller and Men&Mice DNS Server Controller; including any updates and upgrades.

2. Ownership.

2.1. Ownership of Software. THE SOFTWARE IS LICENSED, NOT SOLD. Men&Mice retains the ownership of all copies of the Software itself. The word ‘purchase’ or ‘sale’ with regard to licenses, license keys or Software does not imply a transfer of ownership.

2.2. Ownership of Your Data. Men&Mice agrees that the data and information generated by the Software from Your proprietary data and information shall be and remain Your sole property.

3. License Grant.

3.1. License Grant. Upon payment from You for the Software identified on any Purchase Order accepted by Men&Mice or a Men&Mice Reseller, Men&Mice grants You a worldwide, non-exclusive, non-transferable, non-assignable, non-sublicenseable limited license to use the Software and Documentation according to the terms of this EULA.

3.2. Use of Software. You may (i) use the Software subject to the network size license, and (ii) make a reasonable number of copies of the Software for back-up and archival purposes, which automatically become the property of Men&Mice, provided that any copy must contain all of the Software’s proprietary notices and a notice that it will not be used for transfer, distribution or sale. Software is in “use” on a computer when it is loaded into temporary memory or installed in permanent memory (hard drive, CD-ROM or other storage device).

3.3. License Restrictions.

3.3.1. You shall (a) use reasonable efforts to prevent and protect the contents of the Software and Documentation from unauthorized use or disclosure, with at least the same degree of care that You use to protect Your own confidential and proprietary information, but in no event less than a reasonable degree of care under the circumstances; and (b) only install a Software license key obtained directly from Men&Mice.

3.3.2. You shall not: (a) alter, modify, merge, adapt, translate or copy any Software or Documentation; (b) reverse engineer, decompile or dissemble the Software, create derivative works based on the Software or Documentation, or attempt to derive the source code of the Software; (c) sell, rent, lease, loan, sub-lease, sub-license the Software; (d) use the Software in any application where a failure could cause personal injury or death or damages to property; (e) remove any proprietary notices, labels or marks in or on the Software; (f) use the Software in a manner inconsistent with the Documentation or this EULA; (g) integrate the Software with Your products in any manner or form resulting in Your products being similar to or competing with the Software; or (h) integrate the Software with products or computer software programs in any manner or form for the purpose of avoiding the terms of this EULA.

3.4. Software Evaluation License. If the Software is provided to You for evaluation purposes, Men&Mice grants to You a nonexclusive, limited, royalty-free, nontransferable evaluation license to use the Software solely for evaluation prior to purchase (an “Evaluation License”). The Evaluation License shall terminate automatically a limited number of days after the date of the license being granted. Notwithstanding any other provision contained herein, Software provided pursuant to an Evaluation License is provided to You “AS IS” without indemnification, support, or warranty of any kind, express or implied. Except to the extent such terms conflict with the specific Evaluation License terms set forth in this Section, all other terms of this End User License shall apply to Software licensed under an Evaluation License.

4. Maintenance and Support.

This EULA does NOT grant You the right to upgrades or updates of the Software. Maintenance and Support Services are offered through a separate agreement.

5. Data Collection.

You agree that Men&Mice can collect and track technical and related information about You and Your use of the Software, such as (a) platform data, (b) version information for the Software, (c) license information, (d) technical data about the setup of various components of the Software, and (e) the internet protocol addresses of the computers contacting any Men&Mice servers. Any information collected will be held under the Men&Mice Privacy Notice [https://www.menandmice.com/company/privacy-statement/].

6. Termination.

6.1. Termination for Breach. A Party may terminate this EULA if (a) the other Party is in breach of a material term of this EULA, including, without limitation, non-payment of fees, and such breach is not cured within thirty (30) days of written notice of such breach, or (b) the other Party makes a general assignment for the benefit of creditors, makes a written admission of its inability to pay its debts or obligations as they become due, has a petition in bankruptcy filed by or against it, a receiver or trustee of any of its property is appointed, is adjudged to be insolvent by any court having jurisdiction, or it is dissolved, liquidated or terminated.

6.2. Effect of Termination. Upon termination of this EULA, all licenses granted in Section 3 (License Grant) are terminated and You must discontinue use of and destroy all copies of any Software and Documentation.

6.3. Survival. Notwithstanding the termination of this EULA, all obligations which either expressly or by their nature are to continue after the termination of this EULA shall survive and remain in effect, including, without limitation, Section 2 (Ownership), 7 (Intellectual Property Rights) – 10 (Limitation of Liability), and 12 (Governing Law and Disputes) – 13 (Miscellaneous Provisions) will survive any termination.

7. Intellectual Property Rights.

7.1. Compliance with Applicable Laws. Men&Mice’s Software and Documentation is protected by international intellectual property laws and treaties. You agree to use the Software and Documentation solely in a manner that complies with all applicable laws in the jurisdictions in which You use the Software and Documentation, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.

7.2. Reservation of Rights. Men&Mice retains all Intellectual property rights in and related to its Software or otherwise existing in the Men&Mice business and brand, including all rights provided under trade secret law, patent law, copyright law, trade mark or service mark law, design patent or industrial design law, and any other statutory provision or common law principle which may provide a right in either ideas, formulae, algorithms, concepts, inventions or know-how, whether registered or not and including all applications therefor. Men&Mice reserves all rights not expressly granted to You in this EULA.

7.3. Men&Mice Trademark Rights. You may not delete, remove, hide, move or alter any trademark, logo, icon, image or text that represents the company name of Men&Mice, any derivation thereof, or any icon, image, or text that is likely to be confused with the same. All representations of the company name or mark “Men&Mice” or any of its Affiliates’ names or marks must remain as originally distributed regardless of the presence or absence of a trademark, copyright, or other intellectual property symbol or notice.

7.4. Copyright Notices. You agree not to remove or alter any Men&Mice or third-party copyright notices on any copies of the Software.

7.5. Third-Party Software. The Software contains software code from third-parties under their respective licenses. Men&Mice does not claim any rights to such third-party software code. To the extent, there may be a conflict between this EULA and the license of third-party code, this EULA should be interpreted in as limited a fashion as possible to create compliance with the third-party license. The relevant licenses, copyright notices, and a complete machine-readable copy of the source code for such third-party software can be found at [https://www.menandmice.com/resources/appliance/opensource.]

7.6. Third-Party Content. All title, rights, and interest in and to content, which may be accessed through the Software, is the property of the respective owner and may be protected by applicable intellectual property laws and treaties. This EULA gives You no rights to such content, including use of the same.

8. INDEMNIFICATION.

8.1. Intellectual Property Indemnification by Men&Mice. Men&Mice will indemnify and hold You harmless from any third-party claim brought against You that the Software, as provided by Men&Mice to You under this EULA and used within the scope of this EULA, infringes or misappropriates any intellectual property rights of a third party, provided (i) use of the Software by You is in conformity with the EULA and Documentation; (ii) the infringement is not caused by modification or alteration of the Software or Documentation; and/or (iii) the infringement was not caused by a combination or use of the Software with products not supplied by Men&Mice. Men&Mice indemnification obligations are contingent upon You: (w) promptly notifying Men&Mice in writing of the claim and Men&Mice is not prejudiced by any delay by You; (x) granting Men&Mice sole control of the selection of counsel, defense, and settlement of the claim; (y) not having any admission against Men&Mice’s interest and not having agreed to any settlement of any claim or demand; and (z) providing Men&Mice with reasonable assistance, information and authority required for the defense and settlement of the claim. This Section states Men&Mice’s entire liability (and shall be Company’s sole and exclusive remedy) with respect to indemnification to Company.

8.2. Indemnification by You. You agree to indemnify and hold harmless Men&Mice and its officers, directors, employees, and agents from and against any and all claims, demands, costs and liabilities (including all attorneys’ fees) of any kind whatsoever, arising directly or indirectly out of any action or omission by You, including, without limitation, Your performance or failure to perform under this License, Your breach of this License or Your obligations as set forth herein.

9. DISCLAIMER OF WARRANTIES.

9.1. THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MEN&MICE DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE OR DOCUMENTATION IN THE TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. IF THE SOFTWARE OR DOCUMENTATION ARE DEFECTIVE OR INCORRECT, YOU, AND NOT MEN&MICE OR ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MEN&MICE, ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY, AND YOU MAY NOT RELY ON SUCH INFORMATION OR ADVICE.

9.2. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

10. LIMITATION OF LIABILITY

10.1. LIMITATION OF LIABILITY. EXCEPT FOR MEN&MICE’S INDEMNITY OBLIGATIONS SET FORTH IN SECTION 8.1 (INTELLECTUAL PROPERTY INDEMNITY), MEN&MICE’S AGGREGATE LIABILITY TO YOU WILL NOT EXCEED THE TOTAL OF ALL AMOUNTS PAID BY YOU TO MEN&MICE IN RELATION TO THE OFFENDING SOFTWARE PURSUANT TO THIS EULA IN THE SIX (6) MONTHS PRECEEDING THE NOTIFICATION OF ANY CLAIM BY CUSTOMER.

10.2. EXCLUSIONS. EXCEPT FOR MEN&MICE’S INDEMNITY OBLIGATIONS SET FORTH IN SECTION 8.1 (INTELLECTUAL PROPERTY INDEMNITY), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, AGGRAVATED, EXEMPLARY OR PUNITIVE DAMAGES OR FOR ANY LOST SALES, LOST REVENUE, LOST PROFITS OR LOST DATA OR COSTS RESULTING FROM PROCUREMENT OF SUBSTITUTE SOFTWARE, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, FOR FUNDAMENTAL BREACH, HOWEVER CAUSED AND REGARDLESS OF THE LEGAL THEORY OF LIABILITY, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR HEREIN FAILS ITS ESSENTIAL PURPOSE OR IF MEN&MICE IS ADVISED IN ADVANCE OF THE DAMAGES IN QUESTION.

10.3. Customer Acknowledgements. You acknowledge and agree that You are responsible for: (a) the backup of its data and ensuring that all Software updates and upgrades are installed; and (b) arranging for the transition to an alternative solution satisfactory to the termination of this EULA. The Software has been designed and tested for use in general office and business environments. Men&Mice has not tested or certified its Software for use in applications where failure or malfunction can reasonably be expected to result in death, personal injury, catastrophic property damage or catastrophic environmental harm. Without limiting the generality of the foregoing, You acknowledge and agree that: (a) the Software is not fault-tolerant and is not designed or intended for use in environments requiring fail-safe performances, including, without limitation, in the operation of nuclear facilities, aircraft navigations or communication systems, air traffic control, weapons systems, direct life-support machines or any other application in which the failure of the Software could lead directly to death, personal injury or severe physical or property damage (collectively, “High Risk Activities”); (b) Men&Mice shall in no way be liable for use of the Software in High Risk Activities; and (c) Men&Mice has no liability or obligation to You related to any third-party software provided in conjunction with the Software, and none of the warranties, remedies or other obligations of Men&Mice contained in this EULA shall apply to such third-party software.

11. Governmental Approval.

11.1. Government Approval. You shall take the proper steps at its own expense to obtain all necessary governmental approvals and validations and other official licenses, permits and certificates for the implementation of this EULA. Notwithstanding the provisions of the previous section, Men&Mice shall apply for its own export permission in Iceland if needed.

11.2. Export Compliance. You agree to comply with all applicable laws governing the export of software.

12. Governing Law and Disputes.

12.1. Governing Law. This License will be interpreted and construed in accordance with the laws of the Republic of Iceland without regard to conflicts of law principles.

12.2. Dispute Resolution / Arbitration. Any dispute, controversy, or claim arising out of, or in relation to, this EULA, including the validity, invalidity, breach or termination thereof, shall be resolved by arbitration in accordance with the Arbitration Rules of the Nordic Arbitration Centre of the Iceland Chamber of Commerce in force on the date on which the arbitration is commenced. The arbitration tribunal shall consist of one arbitrator, appointed by the Iceland Chamber of Commerce. The place of arbitration shall be Reykjavik, Iceland. The language to be used in the proceedings shall be English. The award shall be final and binding on the Parties.

13. Miscellaneous Provisions.

13.1. Headings. Headings used in this EULA are for convenience of reference only, and shall not be used to modify the meaning of or to interpret the terms and conditions of this EULA.

13.2. Waiver. The waiver of any right, power or remedy under this License shall not be effective unless in writing and signed by Men&Mice or You against whom enforcement of such waiver is sought. No delay, neglect or forbearance by either party in enforcing against the other any term or condition of this License shall be, or be deemed to be, a waiver, nor shall it in any way prejudice any right of that party under this License.

13.3. Complete Agreement, Amendment. This EULA, along with any other signed written agreements, constitute the entire agreement between the Parties and supersedes all prior or contemporaneous communications, agreements and understandings, written or oral, with respect to the subject matter hereof, including, without limitation, the terms of any party or any purchase order issued in connection with this EULA. No amendment or modification of this EULA shall be effective or binding unless agreed to in writing by both Parties.

13.4. Severability. If any provision of this EULA is deemed contrary to applicable law or unenforceable by a court of competent jurisdiction, the remaining terms and conditions of this EULA shall be unimpaired and the Parties shall substitute a valid, legal and enforceable provision as close in legal and economic consequence as possible to the provision being struck or considered unenforceable. If the limitation of liability set forth in this EULA is limited by law, then Men&Mice’s liability will be limited to the greatest extent permitted by law.

13.5. No Third-Party Beneficiaries. Nothing in this EULA is intended to confer any benefits, rights or remedies on any party other than the parties and their permitted assigns.

13.6. Force Majeure. Except for payment, neither party shall be liable in any way for any delay or failure to perform its obligations in this EULA attributable to circumstances beyond its reasonable control. In the event the delay or non-performance of Men&Mice continues for a period of four (4) months due to reasons of Force Majeure, then both parties shall have the right to terminate this License with immediate effect.

13.7. Notices. Any written notice required or otherwise provided for in this EULA shall be delivered to the other party at the address given in the accompanying agreements, or as updated from time to time pursuant to a notice provided pursuant to this Section, with a copy to any individuals with whom the Parties typically communicate.

Manufacturer: Men&Mice Hlidasmari 15, 201 Kopavogur, ICELAND.