FotoStation Pro Software Subscription Agreement
Contract number: 2022-03
This FotoStation Pro Software Subscription Agreement (“Agreement") governs the delivery of software, software updates and services from FotoWare AS of Tollbugata 35, 0157 Oslo, Norway to the Customer as defined below.
This Agreement is valid accompanied by a FotoStation Order, which identifies the Customer, Subscription Period, and product covered by this Agreement. Conditions in the Order takes precedence over conditions in the Agreement Confirmations, Software Subscription Agreement (this agreement) and the End User License Agreement.
Confirmation Document: The document titled “Invoice" issued by FotoWare upon confirmed order of the services described in this Agreement.
Customer: The legal entity as specified in the Order.
Agreement Period: The period defined in the Confirmation Document.
Start Date: The date when this Agreement is entered into.
Expiry Date: The end date of the Agreement Period.
Anniversary Date: The yearly anniversary of the Start Date
Software: The software products licensed from FotoWare and covered by this Agreement, as defined under “Products" in the Confirmation Document.
EULA: The End User License Agreement of the Software.
3. THE SUBCRIPTION LICENSE
3.1 Scope of the subscription license
This Agreement gives the customer the subscription to software licenses covered by the Confirmation Document. This subscription license is non-exclusive, limited in time to the term of this Agreement. The license grant covers the Customer and otherwise specified group companies detailed on the Confirmation Document.
Unless expressly agreed otherwise in writing, the use of the software application is restricted to the agreed extent of the license and is permitted only for internal business processes.
4. SOFTWARE UPDATES
In the Agreement Period, the Customer is entitled to all updates, including major versions, of the Software covered by this Agreement.
FotoWare may, at its own discretion, release add-on modules to the Software, which are marketed and sold individually. Such modules are not included with this Agreement, but the Customer may choose to add such modules to this Agreement by subscribing to a license for such modules separately.
5. TECHNICAL SUPPORT
In the Agreement Period, the Customer is entitled to Technical Support via e-mail or contact form, from FotoWare, in case of problems or malfunctions in the software. Technical Support shall use reasonable efforts to respond to all support requests as soon as possible.
6. SOFTWARE LICENSES AND CORRECT USE
This Agreement grants the Customer the right to software updates and support services from FotoWare. It does not grant the Customer any license rights beyond subscription.
Use of the Software provided through this Agreement is subject to the EULA provided with the Software, and presented while downloading and/or installing the Software. Use of the Software implies acceptance of the EULA [i].
This Agreement is void if the covered Software is not rightfully licensed from FotoWare.
7. DOWNGRADE RIGHTS
The Customer has the right to use non-current versions of the Software covered by this Agreement.
The Customer is entitled to support on non-current versions of the Software until versions are declared End-Of-Life by FotoWare.
End-Of-Life announcements are posted on FotoWare's web site and in newsletters to all Contact Persons listed on the Confirmation Document at least 6 months prior to the date when the product is considered End-Of-Life and support is no longer provided.
8. CHANGES TO SOFTWARE COVERED OR LICENSE COUNTS
The Customer may at any time in the Agreement Period extend this Agreement to cover new licenses acquired on a Subscription License Agreement from FotoWare or licenses not previously covered by this Agreement.
The Customer may not reduce the number of licenses or remove Software from the Agreement for the duration of the Agreement Period.
9. FEES AND PAYMENT
The fees associated with this Agreement are to be paid yearly in advance, and are due on the Anniversary Date. The yearly fee (recurring total) for this Agreement is stated in the Order Form, based on Suggested Retail Prices from FotoWare at the Anniversary Date. Prices may be adjusted by FotoWare in the Agreement Period.
On Anniversary Date, all Software included under this Agreement the immediately preceding year will be charged on the credit card on file, notwithstanding when the different licenses were subscribed to in that year.
In case of late or missing payments, access to the services provided under this Agreement will be stopped until complete payment has been received.
The Agreement is renewed automatically yearly if not cancelled in accordance with clause 11.
This Agreement may not be cancelled within the Agreement Period. The Customer may opt out of automatic renewal by cancelling this Agreement. The Agreement must be cancelled at www.fotostation.com under “My account” before anniversary date.
Should the Customer decide to stop all use of the Software before the end of the Agreement Period, the Agreement will be valid until anniversary date. Any already paid fees are not reimbursed.
When terminating an agreement for a subscription license, the Customer is obliged to terminate all use of the software.
This Agreement is not transferable from the Customer to any parent, subsidiary, affiliated entity or third party except by written agreement between the parties.
14. GOVERNING LAW
The Agreement shall be governed by and interpreted in accordance with Norwegian law.
15. CHANGES TO THE AGREEMENT
FotoWare will revise these terms from time to time, and these terms shall at all times apply as they are available on https://www.fotoware.com/company/legal.
Material changes will be notified with 30 days prior notice.
In case of a dispute between the parties which cannot be solved by negotiations, the Customer hereby submits for the benefit of FotoWare, to the jurisdiction of the Norwegian courts, with the Oslo City Court as due venue. Nevertheless, FotoWare has the right to instigate legal proceedings in the country where the Customer has its place of residence or perform business activities
[i] EULAs for current versions of the Software are available on https://www.fotoware.com/company/legal.