End-User License Agreement (EULA)
This end user license agreement (“Agreement“) applies to Customer’s use and purchase of Products from LEAPTEST. The actual downloaded Product is set out above, and will be verified in a separate order confirmation sent to Customer’s email (“Order Confirmation“). By installing, copying, or otherwise using the Product, Customer agrees to the following:
1.1 In addition to terms defined elsewhere in this Agreement, the following definitions apply:
“Customer” means the user/customer of Products provided by LEAPTEST, as identified in the user information section on this website.
“LEAPTEST” means LEAPTEST A/S, company registration number (CVR) 36924225, Strandvejen 60, 2900 Hellerup, Denmark
“Product(s)” means licenses and software of any kind provided under this Agreement.
2.1 LEAPTEST shall under the terms of this Agreement deliver such Products to Customer according to the description, fee and in the period as specified in the Order Confirmation and on Customer’s user account.
3. GRANT OF LICENSE
3.1 LEAPTEST provides a subscription based license
3.2 LEAPTEST grants to Customer a non-exclusive, subscription based, non-transferrable and limited right to use the Product with the following limitations: (a) the Product may only be used by one user with the unique log-in; and (b) the Product may be used only for its designated purposes.
3.3 Customer is entitled to make copies of the Products as may be necessary for backup and archival purposes. Customer may not distribute copies of the Products to third parties or reverse engineer, decompile, or disassemble any of the Products’ components, except and only to the extent permitted by applicable law without the possibility of contractual waiver.
4. FEES AND PAYMENT
4.1 Unless otherwise agreed, Customer’s payment to LEAPTEST consist of a license fee for the Product, which shall be paid in advance. The applicable license fee, depending on the type of subscription chosen by Customer, is set out in Customer’s user account on this website as verified in the Order Confirmation.
4.2 Payment shall be made on the agreed payment date(s) (i.e. monthly or yearly in advance), until the Agreement is terminated in accordance with section 10 below.
4.3 If Customer fails to pay any sum when due and payable, the Customer’s license to use the Products will terminate without notice.
4.4 The license fees and prices are subject to change by LEAPTEST upon 90 days’ prior written notice to Customer. In addition, LEAPTEST may adjust prices yearly to reflect price index.
5.1 Any risks related to use of the Product as well as the responsibility for legitimate use shall remain with Customer.
5.2 LEAPTEST provides no warranty and shall on no account be liable, directly or indirectly, to Customer or any third party in connection with Customer’s installation, copy or other use of the Product, including in respect of the standard, quality, performance, functionality, compatibility, and other use of the Product.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 No intellectual property rights are transferred by either party to the other party under this Agreement. The Product and any online benefits provided by LEAPTEST (e.g. tools) confers no title or ownership and is not a sale of any rights in the software. All rights not expressly granted are reserved by LEAPTEST.
6.2 Developed items shall be the property of LEAPTEST and any intellectual property including without limitation shall belong to and vest in LEAPTEST and Customer shall not obtain any title or ownership to any such developed items.
7. CONSENT TO USE OF DATA
7.1 Diagnostic and Usage Data. You agree that Leaptest may collect, maintain, process and use diagnostic, technical, usage and related information, including but not limited to information about your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to Leaptest, and to verify compliance with the terms of this License. Leaptest may use this information, as long as it is collected anonymously in a form that does not personally identify you, to provide and improve Leaptest’s products and services.
7.2 Use of personal information. You agree that Leaptest may collect and use any given personal information that you give us when (a) registering for free trial licenses and/or paid licenses to any of the Products; (b) registering for free and/or paid services offered by Leaptest; or (c) submitting any contact form. We use the personal information to allow the licensing system to provide its services. We also use the personal information to contact you with information about our products or services as well as information about your subscription and payments. We do not share your personal information with third parties.
8. INTELLECTUAL PROPERTY RIGHTS INFRINGEMENTS
8.1 Third party claims contending that LEAPTEST branded Products provided under this Agreement on a stand-alone basis infringe the third parties intellectual property rights, will be settled or defended by LEAPTEST, and LEAPTEST will pay defence costs, settlement amounts and court-awarded damages, on the condition that Customer (i) promptly provides written notice to LEAPTEST, (ii) cooperates with LEAPTEST and follows the instructions given by LEAPTEST in the defence or settlement of the claim, and (iii) grants LEAPTEST total and sole control of the defence and potential settlement of the claim.
8.2 Should a third party claim be raised or in case that LEAPTEST finds such a claim likely to be raised, LEAPTEST is entitled to at its own choice (i) modify the LEAPTEST branded product, (ii) replace the product with an equivalent product of a similar kind, or (iii) terminate this Agreement with Customer with immediate effect against repayment to Customer of a refund equal to the Customer’s net book value. Customer cannot bring any further claims against LEAPTEST.
8.3 LEAPTEST will not be liable in any way for claim of infringement arising from (i) modifications not made by LEAPTEST, (ii) compliance of LEAPTEST products with third party or Customer designs, instructions, specifications, or technical information, (iii) Customer’s use with products, software and services that are not LEAPTEST branded, or (iv) Customer’s non-conformities in any way in regards to specifications provided by LEAPTEST.
8.4 This section 8 shall not apply for any claims brought on the basis of software patents issued in the United States of America, for which the Customer bears the sole risk. This section 8 is exclusive and sole as regards LEAPTEST’s liability for claims of intellectual property infringement.
9. LIMITATION OF LIABILITY
9.1 Except for the amounts in section 8 above and damages for bodily injury and death, LEAPTEST’s total liability under this Agreement, irrespective of the form of liability, is limited to the amount paid by Customer for the actual Product that in each case is the subject of the claim.
9.2 LEAPTEST shall in no event be liable for any special, incidental, indirect, or consequential costs or damages whatsoever including, without limitation, damages for loss of business, loss of profits, business interruption, loss of business information, loss or unavailability of or damage to data or software restoration.
10.1 Unless otherwise agreed, Customer can choose between two subscriptions types: (i) a monthly subscription (“Monthly Subscription“), and (ii) an annual subscription (“Annual Subscription“). The Monthly Subscription and the Annual Subscription are automatically renewed unless terminated by either Customer or LEAPTEST.
10.2 Customer may terminate a Monthly Subscription or an Annual Subscription for convenience by using the termination function on LEAPTEST’s website (or, failing such function, upon written notice to LEAPTEST). Termination by the Customer shall take place no later than the day before the automatically renewal of the relevant Monthly or Annual Subscription (e.g. if Customer’s Monthly Subscription is renewed on the 7th in a calendar month, then LEAPTEST shall receive the termination notice no later than on the 6th in the calendar month in order for the termination to take effect from the 7th).
10.3 LEAPTEST may terminate a Monthly Subscription or an Annual Subscription for convenience upon written notice to Customer of ninety (90) days.
10.4 If terminated by the Customer, the termination will not affect payments due nor shall it affect payments already made.
10.5 In case of breach by the Customer of the terms of this Agreement, LEAPTEST may terminate this Agreement and the licence granted to the Customer without notice.
11.1 The parties shall treat as confidential any information relating to this Agreement or the other party of which they may gain knowledge. However, LEAPTEST may list Customer and base facts of the Customer’s solution on its web site and other marketing documents.
12. ASSIGNMENT AND TRANSFER
12.1 Customer may not assign, delegate or otherwise transfer all or any part of this Agreement without prior written consent from LEAPTEST. LEAPTEST may assign, delegate and transfer any rights and obligations hereunder to an entity within LEAPTEST’s company group or as part of a transfer of all or a material part of its business at any time.
13. GOVERNING LAW AND PROPER FORUM
13.1 This Agreement shall be governed by and construed in accordance with Danish law. The sole and proper forum for the settlement of disputes hereunder shall be the City Court of Copenhagen.