MiWorkplace Terms and Conditions Version 2.0 - MAY 7, 2020

These terms of service ("Terms", "Agreement") are an agreement between 
Remain Inc. if you are located in the USA or Canada, or Remain BV if you are 
located anywhere else in the world ("Remain", "us", "we" or "our") and you (
hereafter, You or Licensee). This Agreement sets forth the general terms and 
conditions of Licensees use of the "MiWorkplace" software product and 
documentation (collectively, "the Product").


1. LICENSE Grant

1.1.           License. A license may be purchased online at 
“https://reg.miworkplace.com/buy/”. Subject to the terms and conditions of 
this Agreement, Remain grants to Licensee a limited, non- exclusive, 
non-transferable right and license during the license Term (as stated in the 
license information page in the product) to: (a) install and/or use the 
Product “to develop software for the IBM i platform”. (hereinafter the
“Purpose”) on one or more computers and supported operating systems (as
defined in https://miworkplace.com/ index.php?content=download), provided,
however, that the total number computers in which the Product is installed
does not exceed the total number of Users (as defined in section 6.1 herein)
for which the license is procured; (b) copy the Product solely as necessary
for backup or archival purposes; and (c) reproduce the Products documentation
in connection with Licensee’s use for the Purpose. Except for the express
license granted in this Section 1.1, no other licenses are granted by
implication or otherwise.


1.2.           Restrictions. Licensee will not and will not permit third 
parties to: (a) modify, adapt, translate, copy, create derivative works 
from, disassemble, decode, reverse engineer, decompile or otherwise attempt 
to gain access to the source code, structure or proprietary algorithms of 
the Product, except as permitted by the inherent capabilities of the Product 
and except as any such activity is explicitly permitted by law, and then 
only as necessary for the Purpose; (b) lease, loan, rent, resell, sublicense 
or distribute the Product to any third party, or use the Product for the 
benefit of any third party or otherwise use the Product on a service bureau 
basis; (c) exceed the number of licenses purchased, or (d) modify or delete 
any copyright or proprietary notices or legends on or in the Product or 
Product documentation.


 
2. INTELLECTUAL PROPERTY RIGHTs

2.1.           This Agreement does not transfer from Remain to Licensee any 
Remain or third-party intellectual property, and all right, title, and 
interest in and to such property will remain (as between the parties) solely 
within Remain. Remain or its licensors own and retain all right, title and 
interest in the Product and any and all updates, corrections, bug fixes, 
enhancements, derivative works or other modifications thereto, including but 
not limited to all patents, trademarks, copyrights, trade secrets and other 
intellectual property rights therein.
 


3. ACCESS TO LICENSED PRODUCT
 
3.1.           When Licensee uses the Product, the Product will occasionally 
check the license by contacting the license registration server. With this 
request we send the following encrypted information and store it on the  
server: inside IP Address, Local Account Name (operating system user name), 
Time Stamp, Machine ID, Product Version Numbers and Operating System Type. 
We use this data only for internal purposes and to provide Licensee with a 
better user experience which are, but not limited to: notify you when a new 
version is available and warn you when the license is about to expire.
 


4. LIMITED WARRANTY

4.1.           Trial Versions. Any evaluation or trial versions of the 
Product are provided on an "AS IS", ‘WHERE IS” basis, without warranty of 
any kind, including without limitation any warranties that evaluation or 
trial versions are free of defects, merchantable, fit for a particular 
purpose or non-infringing. The entire risk as to the quality and performance 
of evaluation or trial versions is borne by Licensee. Should evaluation or 
trial versions of the Product prove defective in any respect, Licensee
assumes the entire cost of any service and repair. This disclaimer of
warranty constitutes an essential part of this Agreement. No use of
evaluation or trial versions of the Product is authorized hereunder except
under this disclaimer.



4.2.           Limited Warranty for Product. If a license fee has been paid 
for the Product, Remain warrants that for a period of ninety (90) days from
the date of first delivery (“Warranty Period”), the Product, if operated as
directed, will substantially achieve the functionality described in
“https://miworkplace.com/docs/”. Remain does not warrant, however, that
Licensee’s use of the Product will be uninterrupted or that the operation of
the Product will be error-free or that all errors will be corrected. Licensee
acknowledges and agrees that Licensee is solely responsible for determining
that the Product sufficiently meets Licensee’s requirements. Remain's sole
liability and Licensee’s sole and exclusive remedy for any breach of this
warranty shall be, in Remain's sole discretion: (a) to replace any defective
media or Product; or (b) to advise Licensee how to achieve substantially the
same functionality with the Product; or (c) if the above remedies are
impracticable, to refund the license fee Licensee paid for the Product. Only
if Licensee informs Remain of nonconformity with this warranty during the
Warranty Period and provides evidence of the date Licensee purchased a
license to the Product, will Remain be obligated to honor this warranty.
Remain will use reasonable commercial efforts to repair, replace, advise or,
refund pursuant to the foregoing warranty within thirty (30) days of being so
notified. If any modifications are made to the Product by Licensee, or if
Licensee violates the terms of this Agreement, then this warranty shall
immediately terminate.

 

4.3.           Licensee understands and agrees that any material and/or data 
downloaded or otherwise obtained through the use of Product is done at
Licensees own discretion and risk and that Licensee will be solely
responsible for any damage to Licensees computer system or loss of data that
results from the download of such material and/or data. No advice or
information, whether oral or written, obtained by you from us or through the
Product shall create any warranty not expressly made herein.

 

4.4.           TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, REMAIN 
EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

 

5. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL REMAIN, 
ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR
LICENSORS BE LIABLE FOR (A): ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE,
COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR
LOST PROFITS, REVENUE, SALES, GOODWILL, USE OR CONTENT, IMPACT ON BUSINESS,
BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS
OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT
NOT LIMITED TO, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY,
NEGLIGENCE OR OTHERWISE, EVEN IF REMAIN HAS BEEN ADVISED AS TO THE
POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF REMAIN
AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS,
RELATING TO THE SERVICES WILL BE LIMITED TO AN AMOUNT GREATER OF ONE EURO OR
ANY AMOUNTS ACTUALLY PAID BY LICENSEE TO REMAIN FOR THE ONE (1) MONTH PERIOD
PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
 


6. Fees

6.1.           Calculation of License Fees. The Product is licensed for the 
number of users a license has been paid for. This number is selected by
Licensee and shall equal the named / unique end-users that will use the
Product during the applicable license Term (each a “User”). The license Fee
shall be based on the amount of Users times the Product license fee for the
selected term applicable at the time of first purchase of the Product or any
renewal term (hereinafter the “Charges”). Current license fees are published
on “https://reg.miworkplace.com/buy/”

 
6.2.           Fees. Charges shall be due immediately upon conclusion of the 
paid license and any renewal Term thereof and will be paid automatically.
Except as may be otherwise expressly set forth herein, all Charges are
non-cancellable and non-refundable. Remain may impose service charges not
exceeding one and one-half percent (1.5%) per month, or such lesser amounts
as may be permitted under applicable law, on past undisputed due Charges.

 
6.3.           Audit. Licensee will keep records of each copy of the 
Product, its location and usage, and will make such records available for
inspection by Remain upon ten (10) days written notice. Not more than once
per calendar year, at Remain’s expense and upon ten (10) days written notice,
Remain shall have the right to audit Licensee’s use of the to ensure
compliance with the terms of this Agreement. In the event that Remain
discovers that Licensee is using the Product in a manner inconsistent with
this Agreement, and/or beyond the scope of the Purpose or in excess of the
number of Users licensed, then, in addition to Remain’s other rights under
law , Licensee shall reimburse Remain for the costs of the audit and promptly
remit any underpayment(s) at the then current Remain standard prices.



7. Term and Termination 

7.1.    Term. The license for the use of the Product will start on the 
purchase date (as stated in the license information page in the product). The
purchase date is obtained when the Licensee submits the Buy button on the
Remain website and pursuant to which (including this Agreement) the license
is purchased. The license will automatically renew for successive terms equal
to the term for which the license was originally purchased, unless Licensee
has canceled the subscription via the license information form in the product
at least fifteen (15) days prior to the Expiration Date as stated in the
license information page in the product. The Licensee will receive an email
notification from Remain acknowledging the cancelation.  If a confirmation is
not received contact Remain via email at “sales@remainsoftware.com”.


7.2.           Termination. Either party may terminate this Agreement: (a) 
upon written notice via e-mail to “sales@remainsoftware.com” in the event the
other party materially breaches the terms and conditions of this Agreement
and such breach remains uncured for a period of fifteen (15) days following
written notice thereof; or (b) at any time upon written notice in the event
the other party makes a general assignment for the benefit of its creditors,
suffers or permits the appointment of a receiver for its business or assets,
becomes subject to or initiates a proceeding under any bankruptcy or
insolvency law or has wound up or liquidated its business.


 
8. Miscellaneous

8.1.           Severability. All rights and restrictions contained in this 
Agreement may be exercised and shall be applicable and binding only to the
extent that they do not violate any applicable laws and are intended to be
limited to the extent necessary so that they will not render this Agreement
illegal, invalid or unenforceable. If any provision or part of any provision
of this Agreement shall be held to be illegal, invalid or unenforceable by a
court of competent jurisdiction, it is the intention of the parties that the
remaining provisions or portions thereof shall constitute their agreement
with respect to the subject matter hereof, and all such remaining provisions
or portions thereof shall remain in full force and effect.


8.2.           Dispute resolution. The formation, interpretation, and 
performance of this Agreement and any disputes arising out of it shall be
governed by the laws of the Netherlands. The exclusive jurisdiction and venue
for actions related to the subject matter hereof shall be the courts located
in Amsterdam, Netherlands, and Licensee hereby submits to the exclusive
jurisdiction of such courts.


8.3.           Assignment. Licensee may not assign, resell, sub-license or 
otherwise transfer or delegate any of your rights or obligations hereunder,
in whole or in part, without our prior written consent of Remain. Remain is
free to assign any of its rights or obligations hereunder, in whole or in
part, to any third party as part of the sale of all or substantially all of
its assets or stock or as part of a merger.