uWPS.be - END USER LICENSE AGREEMENT
IMPORTANT! Read the text of this End User License Agreement (“EULA”) carefully. The grant of the rights to use the UWPS is made solely on condition that the Licensee agrees to the terms and conditions of this EULA. By acquiring UWPS from the authorized distributor of DWK (uWPS.be) or from DWK (uWPS.be), the Licensee indicates its acceptance of and is bound by this EULA. If the Licensee does not agree to or comply with the terms and conditions of this EULA, it is not authorized to use the UWPS. THE LICENSE AND RIGHTS GRANTED HEREIN ARE CONDITIONAL UPON LICENSEE HAVING REGISTERED AS A USER OF UWPS FOR THE PURPOSES OF THIS EULA. IF THE LICENSEE IS NOT REGISTERED AS THE USER, THE LICENSEE SHALL HAVE NO LICENSE TO USE THE UWPS AND THE RIGHTS SET FORTH IN THIS EULA SHALL NOT APPLY. Instructions for registration shall be provided together with the UWPS. Any credentials provided for the purposes of registration may not be disclosed, sold or transferred to any third parties by the Licensee. Each UWPS may be registered only once, and after the registration the UWPS cannot be sold or transferred to a third party. uWPS® is a registered trade name from DWK bvba.
PURPOSE OF THE END USER LICENSE AGREEMENT
This EULA sets forth the terms and conditions according to which DWK (uWPS.be) Bvba and its affiliates (hereinafter “DWK (uWPS.be)”) grant to the Licensee the right to use the UWPS.
The terms and conditions of this EULA may be supplemented or amended only by a written agreement between DWK (uWPS.be) Bvba and the Licensee. Each such written agreement modifies this EULA only to the extent express written provisions depart from the terms and conditions specified herein. All other terms and conditions shall apply as set forth herein.
DEFINITIONS
For the purposes of the EULA the below definitions (and where the context so admits the singular shall include the plural and vice versa) shall have the following meanings:
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“License” |
shall mean rights and license granted to the Licensee for the use of the UWPS under this EULA. |
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“Licensee” |
shall mean the entity which makes, or intends to make, use of the UWPS either as legal owner having purchased the UWPS from DWK (uWPS.be) or its authorised distributor. |
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“UWPS” |
shall mean the standard welding procedure specification of DWK (uWPS.be), which been approved by the notified body and qualified as a standard welding procedure specification in accordance with the standards EN ISO 15614-1:2004+A1:2008+A2:2012, EN ISO 15614:2004 and EN 1090-2:2008+A1:2011. |
SCOPE OF LICENSE
DWK (uWPS.be) hereby grants to the Licensee a limited non-transferable, non-sublicensable, and non-exclusive license to use the UWPS exclusively for its internal purposes and in strict compliance with the terms and conditions of this EULA.
Except as explicitly provided herein, the Licensee shall not rent, copy, lease or sell the UWPS or make it available to any third parties. Notwithstanding aforementioned, the Licensee has the right to make necessary number of copies of the UWPS for the use in workshops or sites under the same technical and quality control of the Licensee. Workshops and sites are considered to be under the same technical and quality control as the Licensee when the Licensee remains fully responsible for all welding carried out in such workshops and sites. For the avoidance of doubt, the Licensee may not use the UWPS to provide business services to third parties or to otherwise commercially exploit the UWPS for the benefit of third parties. However, the Licensee may sell or otherwise transfer the original UWPS as a whole, provided that the UWPS has not yet been registered as set forth above and the Licensee supplies this EULA to the purchaser or recipient of the UWPS, at which time all the rights granted to the Licensee under this EULA (including but not limited to the right to use the UWPS or any copies thereof) will immediately cease. The buyer or transferee of the unregistered UWPS shall in such case be bound by the terms of this EULA and must register the UWPS in accordance with this EULA and the registration instructions provided together with the UWPS. Except as stated above, the Licensee may not assign or transfer this EULA in part or in whole, and any attempt to do so shall be void.
Within the Licensee’s organisation, the UWPS may only be used by welders qualified in accordance with standard EN 287 and/or EN ISO 9606, as applicable. Furthermore, the UWPS may only be used by the welding operators being qualified in accordance with the standard EN 1418.
Unless otherwise provided elsewhere or instructed by DWK (uWPS.be), the Licensee shall not have the right to amend, revise, create derivative works of or otherwise change the UWPS licensed hereunder.
The Licensee shall be responsible for the appropriate selection and application of the standard welding procedure. The Licensee further acknowledges and agrees that the use of the UWPS requires welding coordination in accordance with standard EN 719 and that the users of the UWPS must fulfill the quality requirements set forth in the appropriate part of the standard EN 729. In addition, the Licensee must comply with all the applicable requirements set forth in the standard EN 1090 as well as in the applicable product standards and other standards in use in the Licensee’s operations.
The UWPS is qualified for use in production only with the welding equipment and welding power sources specified in the UWPS. If qualified welding equipment and welding power sources have not been specified in the UWPS, then there would be no limitations on the type and commercial name of the welding equipment and welding power sources considered as qualified for use in production.
The Licensee agrees to maintain all logos, trademarks and symbols contained in the UWPS.
OWNERSHIP OF IPR
Copyrights and other intellectual property rights in and/or related to the UWPS are and will remain the exclusive property of DWK (uWPS.be) and its licensors, whether or not specifically recognized or perfected under the laws of the country where the UWPS is provided. The Licensee will not take any action that jeopardizes such proprietary rights. DWK (uWPS.be) (and its licensors) will own all rights in any copy, modification, adaptation or derivation of the UWPS, including any improvement or development thereof.
CONFIDENTIALITY
The Licensee acknowledges that the UWPS incorporates or may incorporate confidential and proprietary information developed or acquired by DWK (uWPS.be). “Confidential Information” means any functional descriptions, diagrams, graphs, models, trade secrets, sketches, technical data, research, development information, business or financial information, plans, strategies, forecasts, forecast assumptions, business practices, marketing information and materials, customer names, proprietary ideas, concepts, know-how, methodologies, other, whether marked confidential or not, and all other information of DWK (uWPS.be), its affiliated companies or third parties to whom DWK (uWPS.be) has a duty of confidentiality, or any other information or material otherwise coming to the knowledge of the Licensee in connection with the EULA and use of the UWPS.
The Licensee will take all reasonable and necessary precautions to safeguard the confidentiality of such confidential information, including (i) those taken by the Licensee to protect its own confidential information and (ii) those which DWK (uWPS.be) or its licensors may reasonably request from time to time. The Licensee will not allow the removal or defacement of any confidentiality or proprietary notice included to the UWPS or accompanying materials. The Licensee will not disclose, in whole or in part, any Confidential Information to any person, except to those of its employees who require access for the Licensee’s authorized use of the UWPS and example WPS. The example WPS are only for demonstration, DWK are not responsible for fault, mistakes, wrong interpretations in the provided example WPS.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
The Licensee accepts and agrees that any use of the UWPS by the Licensee and/or its employees is at its own risk. To the maximum extent permitted by applicable law, the UWPS is provided “as is” and DWK (uWPS.be) hereby disclaims all warranties and conditions, whether express, implied, statutory or otherwise, including without limitation, any (if any) implied warranties of merchantability, non-infringement, fitness for a particular purpose or lack of workmanlike effort, all with regard to the UWPS.
Whether or not DWK (uWPS.be) has been advised or made aware of the possibility of any such losses or damages, DWK (uWPS.be) and/or its employees, agents or representatives shall not be liable for any special, indirect, incidental, or consequential losses or damages (including, without limitation, any loss of data or lost profits) pertaining in any way to the UWPS, or to any of DWK (uWPS.be)’s obligations under this EULA.
DWK (uWPS.be) shall not be held liable for any damages caused due to (i) lack of qualification and competence on the part of the personnel assigned to use the UWPS, and/or (ii) unauthorized changes made to the UWPS by the Licensee, a third party other than DWK (uWPS.be) or not previously certified in writing by DWK (uWPS.be).
The Licensee expressly acknowledges that it has received from DWK (uWPS.be) or its authorized distributor all the necessary information that will enable the Licensee to evaluate the suitability of the UWPS for its needs.
Except to the extent any liability of DWK (uWPS.be) is not capable of being excluded at law, notwithstanding any damages the Licensee may incur for any reason whatsoever, the entire liability of DWK (uWPS.be) and the Licensee’s exclusive remedy hereunder shall be limited to the actual damages incurred by the Licensee up to the amount actually paid by the Licensee for the UWPS.
TERM AND TERMINATION
This EULA shall commence upon validation of the purchase of and license to the UWPS through the registration. The Licensee’s right to use the UWPS will terminate automatically if the Licensee fails to complete the registration.
The rights granted to the Licensee under the EULA shall be automatically terminated should the Licensee violate the terms of this EULA.
In case the standards, on which the UWPS is based, are materially amended, revised or withdrawn, DWK (uWPS.be) shall be entitled, at its sole discretion, either to terminate this EULA with immediate effect or amend this EULA to reflect the changes in the applicable standards. In the latter case, if the Licensee does not accept the new license terms, the Licensee may terminate the EULA and shall destroy the materials as described in the following paragraph.
Upon termination of this EULA, all rights granted in respect of the UWPS to the Licensee under this EULA will immediately cease, the Licensee shall make no further use of the UWPS. Upon termination of this EULA, the Licensee shall destroy all the copies of the UWPS in its possession. Termination shall be without prejudice to any accrued rights and liabilities of the parties at the date of termination.
APPLICABLE LAW AND DISPUTE RESOLUTION
The EULA is governed by and construed in accordance with the laws of Belgium excluding its choice of laws provisions.