Basware End
Agreement

User

License

1 (3)

CONFIDENTIAL

IMPORTANT NOTICE: READ CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING
END USER LICENSE FOR BASWARE PRODUCTS
By downloading, installing or otherwise using the Basware Message Software Product (“Product”), or
clicking an “accept” button or a logical equivalent, you are binding yourself and the business entity
you represent (“Customer”) (hereinafter collectively “You”) to the terms and conditions of this end
user license (hereinafter “EULA”) including the warranty disclaimers and limitations of liability
provisions below. If You do not agree to the terms and conditions of this EULA, do not download,
install or otherwise use the Product and destroy or return the Product, all copies and accompanying
documentation thereof. YOU AGREE THAT YOU HAVE READ THIS EULA, UNDERSTAND AND
AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
1

Product Definition
As used in this EULA, the term “Product” means the Product in object code form, or any part thereof,
and any and all printed, online and/or electronic documentation related thereto (hereinafter
“Documentation) as well as modifications, additions, updates and upgrades of the Product supplied
by Basware (hereinafter “Upgrades”).

2

License Grant
The Product is licensed, not sold by Basware. Subject to compliance with the terms and conditions of
this EULA and the payment of the agreed license fees, Basware hereby grants to You solely for the
term of this EULA, a limited, non-exclusive, non-transferable license, without rights to sublicense, to
download, install and internally use the object code of the Product following the limitations and
restrictions in this EULA and respecting all the laws in force in the jurisdiction in which the Product
is used.
Customer shall have the right to make one (1) machine-readable copy of the Product only for backup
or archival purposes provided that archival or back up copy is not installed or used on any computer.
The server components of the Product are restricted to one database system unless other conditions
are specified in the contract between Customer and Basware.
The named user of each computer on which the Product is installed or used may also install the
Product on one home or portable computer. However, the Product may not be used on the secondary
computer by any other person at the same time the Product is being used on the primary computer.
Basware reserves any and all rights not expressly granted herein.

3

Restrictions of License
You are not entitled to assign Your rights and obligations pursuant to this EULA. You may not sublicense, sell, lease, lend, resell, distribute, alter or amend the Product or create derivative works
based on the Product and neither are You entitled to reverse-engineer, disassemble or decompile the
Product nor any part thereof or otherwise reduce the Product to any human-perceivable form.
You may use the Product only to process the Customer’s own data and only for Customer’s internal
operations. You may not use the Product to offer timesharing or other computer based services to
third parties.

Basware End
Agreement

User

License

2 (3)

CONFIDENTIAL

4

Ownership and Intellectual Property Rights
All rights including without limitation intellectual property rights in the Product shall remain those
of Basware and/or its suppliers. The Product is protected by copyright laws and international
copyright, as well as other intellectual property treaties. This license does not grant You any right to
make any enhancements or Upgrades to the Product. Third party products are owned by suppliers of
Basware or other third parties and are protected by copyright laws, international treaty provisions
and other applicable national laws. You agree to treat third party products as copyrighted material.
You may not copy third party products, except for installing the agreed number of copies (licenses)
for Your use and for backup purposes. The structure, organization, algorithms and code of the
Product are valuable trade secrets and confidential information of Basware and/or third parties and
You agree not to disclose the same to third parties without prior written consent of Basware. You
agree not to remove any copyright or other notices from the Product.

5

Maintenance and Support
This EULA does not give You any rights to any Upgrades to the Product or to any extensions or
enhancements to the Product developed by Basware at any time in the future unless separately
agreed in writing between Customer and Basware. Basware has no obligation to furnish You with
maintenance and support services unless separately agreed in writing between Customer and
Basware.

6

Warranty
Basware does not warrant that the use of the Product will be uninterrupted or that the Product is
error free or suitable for the intended purpose. The Product is provided ”as is”.
EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS EULA, BASWARE MAKES NO
WARRANTY, STATUTORY, EXPRESS OR IMPLIED WITH RESPECT TO THE SOFTWARE
PROVIDED HEREUNDER AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES
INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
CONFORMANCE WITH DESCRIPTIONS, NON-INFRINGEMENT OR FITNESS FOR A
PARTICULAR PURPOSE.

7

Limitation of Liability
EXCLUDING CASES OF GROSS NEGLIGENCE OR INTENT, BASWARE’S LIABILITY AND THAT
OF BASWARE’S RESELLERS, AGENTS, REPRESENTATIVES AND EMPLOYEES UNDER ANY
BASIS WHETHER IN CONTRACT OR IN TORT IS LIMITED AT ALL TIMES TO COMPENSATE
FOR DIRECT DAMAGES CAUSED BY THE PRODUCT THAT ARE PROVEN BY THE CUSTOMER
AND WHICH ARE DUE TO BASWARE’S NEGLIGENCE UP TO AN AGGREGATE AMOUNT,
WHICH CORRESPONDS TO THE TOTAL AMOUNT OF THE PRICE OF THE PRODUCT.
EXCEPT FOR CASES OF GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT OR BREACH OF
CONFIDENTIALITY OBLIGATION, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY
FOR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGES HOWSOEVER ARISING,
INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, EVEN IF THE PARTY HAS
PREVIOUSLY BEEN INFORMED OF THE POSSIBILITY THAT SUCH LOSS OR DAMAGE MAY
ARISE. “INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGES” SHALL MEAN ANY ECONOMIC
LOSS INCLUDING, WITHOUT LIMITATION, ANY DIRECT OR INDIRECT LOSS OF PROFITS,
ANTICIPATED SAVINGS, BUSINESS, CONTRACTS, REVENUE, TIME OR GOODWILL OR LOSS
OR HARM OF DATA.

Basware End
Agreement

User

License

3 (3)

CONFIDENTIAL

Any claims for damages hereunder must be made within six (6) months from the time at which the
Party making the claim became aware of the event that gave rise to the claim. Such claims may,
under no circumstances, be brought later than one (1) year from the event that gave rise to the claim
in question.
Basware has no liability for any damages that are attributable to any third party software, which is
used in conjunction with the Product such as operating systems, database management systems or email systems, or are otherwise attributable to You or defects that are in whole or in part caused by
You or other Customer personnel.
8

Term and Termination
This EULA shall become effective by clicking an “accept” button or a logical equivalent and/or by
downloading, installing or using the Product. Customer may terminate this EULA at any time by
permanently destroying or returning at Customer’s own cost the Product, including all back-up
copies and related Documentation. Your rights granted under this EULA terminate automatically
without further notice from Basware if You fail to comply with any terms or conditions of this EULA.
Basware may terminate this EULA immediately should any Product become, or in Licensor’s opinion
be likely to become, the subject of a claim of infringement of a patent, trade secret or copyright.
Basware is entitled to terminate this EULA at any time with a prior written notice of thirty (30) days.
Upon termination of this EULA for any reason, You agree to return the Product, destroy all copies of
the Product (including those in the memory of a computer), cease to use the Product and upon
request provide Basware with a certificate on the fulfillment of Your obligations hereunder.
After the expiry of the EULA, such contractual provisions, which by their nature are meant to remain
in effect, shall remain in effect. Such provisions include, but are not limited to, the provisions of
sections 4 (Intellectual Property Rights), 7 (Limitation of Liability) and 9 (Governing Law and
Dispute Resolution).

9

Governing Law and Dispute Resolution
This EULA shall be governed by the laws of the country of incorporation of Basware.
Any dispute, controversy or claim arising out of or in connection with this EULA, or the breach,
termination or invalidity thereof, that cannot be settled by negotiations between the Parties, shall be
finally settled in the competent courts of the country of incorporation of Basware.
Nothing herein shall be deemed to prevent a Party from seeking interim injunctive relief or such
other relief as may be available subject to applicable law.

10 Contact Information
If you have any questions about or notices relating to this EULA, or if you want to contact Basware
for any reason, please find your local support service desk contact details at:
www.basware.com/about-us/contact/support.

