Knowledge Base

End-User License Agreement

IMPORTANT – READ CAREFULLY. Please read this End-User License Agreement ("EULA" or "Agreement") carefully before checking the "accept" checkbox, downloading or using the Software (as defined below). By checking the "accept" checkbox, downloading, installing or otherwise using the Software, End-User agrees to be bound by the terms and conditions of this EULA. If you do not agree to the terms and conditions of this EULA, do not check the "accept" checkbox and do not download, install or use the Software.

The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold.

1. Definitions

• 1.1. Authorized Partner: The individual or legal entity that has been granted permission by Noldus to promote, sell or otherwise distribute the Software on behalf of Noldus.
• 1.2. End-User: The individual or legal entity that has acquired or uses the Software under the terms and conditions of this EULA.
• 1.3. EULA: This End-User License Agreement.
• 1.4. Indirect Losses: Any indirect loss, claim, damage, liability, or expenses (including reasonable attorney's fees), including lost profits, and damage due to the stagnation of business operations.
• 1.5. Network License: A licensing mechanism comprising a license file and accompanying software managing the number of concurrent users of the Software.
• 1.6. Noldus: Noldus Information Technology bv, with registered office at Nieuwe Kanaal 5, 6709 PA Wageningen, The Netherlands, listed in the Trade Register under Chamber of Commerce number 09094422, or its subsidiaries.
• 1.7. Security System: A system of software protection to limit installation and use of the Software to the authorized End-Users and computers.
• 1.8. Security Device: A device that forms part of or is attached to the computer, and is used as part of the Security System to control access to the Software.
• 1.9. Software: The software (including, but not limited to, any updates, upgrades and associated media, printed or electronic documentation and online services) provided to the End-User by Noldus or an Authorized Partner together with this EULA, that is not covered by third party terms and conditions.

2. License

• 2.1. Upon payment by the End-User of the license fees for the Software, Noldus grants End-User a revocable, non-exclusive license to download, install and use the Software in accordance with the terms and conditions of this EULA. This EULA does not grant any rights to obtaining future upgrades, updates or supplements of the Software. If upgrades, updates or supplements of the Software are obtained, the use of such upgrades or updates is governed by this EULA and the amendments that may accompany them and may be subject to additional payments and conditions.
• 2.2. The End-User may download, install and use the Software on as many computers as is reasonably necessary, however the Software may not be shared or used concurrently on more computers than for which EULAs are granted. End-User shall take all reasonably required steps to ensure that this number is not exceeded.
• 2.3. End-User is allowed to store or install a copy of the Software for back-up or archival purposes.
• 2.4. End-User shall not (i) modify, alter, adapt, merge, decompile or reverse-engineer the Software or any part thereof nor create any derivative works based on all or any part of the Software, or (ii) remove or obscure any copyright, trademark or other ownership notices from the Software, or (iii) sub-license, sell, rent, lease, hire, loan, assign or otherwise transfer the Software or your rights in the Software or any part thereof, except as provided for in this EULA.
• 2.5. The Software may be protected by a Security System, including but not limited to the use of expiry dates, time-limited or feature-limited licenses, authorization codes, Security Devices and Network Licensing. End-User is prohibited to (attempt to) remove, alter or circumvent in any way any part of such Security System.
• 2.6. End-User is responsible for regular, frequent and effective backups of all files produced or modified while working with the Software.

3. Intellectual Property

• 3.1. All title, copyright and other industrial, intellectual or proprietary rights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, and text incorporated into the Software), the accompanying printed materials, and any copies of the Software are owned by Noldus or its Authorized Partners. All rights not expressly granted are reserved by Noldus.
• 3.2. The Software may include or make use of third party software, including open source software. Such third party software may be subject to the third party's terms and conditions provided in the documentation accompanying the Software and may contain copyright or other industrial, intellectual or proprietary rights of such third party. End-User hereby agrees to the terms and conditions for such third party software. In the absence of any third party terms and conditions, this EULA will govern the third party software in the Software.
• 3.3. End-User may, from time to time, provide Noldus with comments, suggestions, data, information or feedback ("Feedback") on the Software. End-User acknowledges and agrees that such Feedback may be freely used by Noldus, at its sole discretion, for the design, development, improvement, marketing and commercialization of its products and services, without any restrictions based on confidentiality or intellectual property rights.

4. Transfer

• 4.1. End-User is entitled to make a one-time, permanent transfer of this EULA and Software only directly to one other End-User. This transfer must include all of the Software (including all component parts, the media and printed materials, any upgrades and this EULA). Such transfer may not be by way of consignment or any other indirect transfer and shall be subject to the following provisions:
  • a. End-User will provide to Noldus prior to any such transfer the full name and address details of the new End-User and the expected date of transfer in writing.
  • b. The new End-User understands and agrees to all the terms and conditions of this EULA in the same way as if the new End-User had obtained the Software from Noldus or an Authorized Partner.
  • c. End-User will destroy all (partial) copies of the Software and all accompanying materials, including but not limited to installed copies and any backup copies on data storage devices, and guarantee to Noldus in writing that this has been done. If the Software is an upgrade, any transfer must include all prior versions of the Software.
  • d. Noldus reserves the right to levy an administrative charge upon the End-User and/or the new End-User in relation to transfer of the Software to an End-User.
• 4.2. Any attempted transfer without prior written permission from Noldus shall constitute a material breach of this Agreement and shall be deemed null and void.

5. Term and Termination

• 5.1. This EULA shall enter into force on the date of acceptance by the End-User and continue until terminated in accordance with this Section 5.
• 5.2. If the Software is licensed on a subscription basis, the EULA shall continue until the end of the current subscription period.
• 5.3. Noldus is entitled to terminate the EULA immediately upon prior written notice upon:
  • a. The breach of any material provision of this Agreement by the End-User if (i) such breach is not curable or (ii) if curable, the End-User has not cured such breach within a 30 (thirty) day period following receipt of a written notice by Noldus substantiating such breach.
  • b. The filing or institution of bankruptcy, liquidation or receivership proceedings of the End-User or in the event a receiver or custodian is appointed for the End-User's business, or if its business is discontinued or if it has a petition presented by a creditor for its winding up or if the End-User enters into any liquidation (other than for purpose of reconstruction or amalgamation).
• 5.4. Upon termination of the EULA, the End-User shall immediately discontinue the use of the Software and remove the software from all computers, destroy all (partial) copies of the Software from all storage media and return the documentation and materials relating to the Software to Noldus or its Authorized Partner.
• 5.5. Termination of this Agreement does not remove or reduce End-User's obligation to pay any outstanding license fees or other monies, all of which shall be due for payment immediately on termination of the EULA.
• 5.6. The following provisions shall survive termination of this EULA: Sections 3, 7, 9, 10 and this Section 5.6. In addition, any other provisions which are required to interpret and enforce the Parties' rights and obligations under the EULA shall also survive any termination or expiration of this EULA, but only to the extent required for the full observation and performance of the EULA.

6. Warranty

• 6.1. Noldus warrants that as of the date of delivery to the End-User by Noldus or its Authorized Partner, the Software will, for a period of 90 days ("Warranty Period"), materially conform to the specifications set out in the user documentation accompanying the Software ("Specifications"), provided that:
  • a. The Software is properly installed on a supported computer platform and used in accordance with the provisions of the accompanying user documentation and/or any Noldus-approved training course.