License agreement for Gung Platform
These license terms (the "Agreement") is a legal agreement between you ("you") and Gung US AB ("Gung"), for grant of license, maintenance services, support services, and/or other services provided to you by or on behalf of Gung (the "Services").
BY ELECTRONICALLY OR OTHERWISE ACCEPTING THIS AGREEMENT, DOWNLOADING, INSTALLING, COPYING, OR USING THE SOFTWARE IN ANY MANNER. YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. READ THIS AGREEMENT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, DO NOT INSTALL. COPY, OR USE THE SOFTWARE.
1 SERVICES
1.1 Scope. This Agreement includes the provision of licensing, maintenance, support services, and/or other services to you by or on behalf of Gung. By subscribing to the "Services," you are automatically entering into a DATA PROCESSING AGREEMENT with Gung, which can be accessed and downloaded at https://www.gungapp.com/privacy-policy. This agreement will remain in effect until your subscription to the "Services" is terminated.
1.2 Fees and Renewal. The purchase order will specify the price and the length of the initial term for the service ("Service Period") when obtaining the Services. If not specified, the Service Period will default to 1 year from the date of purchase. You must notify Gung to terminate the Services at least 3 months before the end of the Service Period or any subsequent Extended Service Period; otherwise, the Service Period will automatically renew for an additional year ("Extended Service Period") and have the start date set to January. The validity of this Agreement, including the license, is contingent upon the Service Period and any Extended Service Periods, and requires that all relevant fees are paid on time and in full to Gung as required. The fees for the Service Period and any Extended Service Periods will adhere to Gung's prevailing standard price list at the time of the initial purchase or any renewals. Current pricing can be confirmed at https://www.gungapp.com/license.
2 Software License
2.1 Grant of License. In accordance with this Agreement's terms and conditions, Gung provides you with a limited, personal, non-sublicensable, non-transferable, non-exclusive right to use the software supplied by Gung ("Software"), strictly following the technical documentation of the Software and only for the duration and purposes outlined in the purchase order and price list. You are prohibited from transferring the license conferred by this Agreement to any third party without Gung's explicit prior written approval. This includes, but is not limited to, selling, gifting, leasing, licensing, subcontracting, or in any other way allowing a third party to use the whole or any part of the Software.
2.2 Copies. If you have obtained the Software from Gung's website or received it on any physical media, you are allowed to create only as many copies as are reasonably necessary for the purpose outlined in Section 1 of this Agreement. You are required to establish adequate controls to ensure compliance with the agreed-upon number of Software licenses. Gung retains the right to conduct audits of your Software usage during standard business hours, given reasonable notice. Additionally, Gung may embed mechanisms within the Software to restrict your use in line with the purposes set forth in Section 2.
2.3 Reservation of Rights and Ownership. This Agreement is applicable to every instance of the Software. Gung US AB ("Gung US AB"), Gung AB, along with one or more Licensors, holds all rights to the title, copyright, and intellectual property in the Software. The Software is provided to you under a license; it is not sold to you. Under this Agreement, you are not granted any rights, whether explicit or implied, to any trademarks, service marks, copyrights, patents, trade secrets, inventions, or any other intellectual property owned by Gung, its Licensors, or any third parties. Additionally, this Agreement does not transfer to you any title to the Software, in whole or in part.
2.4 Limitations on Reverse Engineering, Decompilation, and Disassembly. The license provided under this Agreement allows for a limited, non-exclusive use of the object code form of the Software, strictly for the objectives detailed in the purchase order. You are prohibited from reverse engineering, decompiling, or disassembling the Software, as well as exporting the Software in contravention of relevant export laws and regulations.
2.5 Fees. The license provided herein is conditional upon your prompt and complete payment of all relevant licensing and other fees due to Gung, as specified.
3 Maintenance and Support
3.1 Maintenance and Support. Gung is committed to offering maintenance and technical support for the latest version of the Software. While Gung may extend maintenance and support services for prior versions, it retains the discretion to cease such support at any point, with or without prior notification.
4 Hosting
4.1 Hosting Services. This Agreement does not include the provision of hosting services unless they are specified in the Gung price list. Should you opt for hosting in the Gung Cloud, a separate agreement can be provided upon request.
5 General Terms
5.1 Offer and Acceptance. All purchase orders are concluded directly with Gung.
Use of Names and Marks. You grant Gung the non-exclusive right to employ your name, trade names, trademarks, and service marks ("Customer Marks") in (a) their website content, and (b) their printed and online advertisements, promotions, directories, newsletters, and other similar forms of communication. You may opt to use Gung's trade name, trademarks, and service marks ("Gung Marks") in your advertisements and promotional materials related to your content offerings via the Software, with the condition that you provide drafts for Gung's approval before use. Furthermore, it must be clear that such usage does not suggest Gung's endorsement, sponsorship, certification, or accountability for your content.
5.2 Taxes. All fees for Gung Products and Services are exclusive of all sales taxes or VAT.
5.3 Security. You are responsible for your own security when using the Services and Gung provides no Services in relation to security.
5.4 Other Obligations. You are obligated to communicate the terms of this Agreement to all employees and any other individuals who have access to the Software. Furthermore, you are accountable for ensuring that your employees and any other users comply with the conditions of this Agreement.
5.5 Indemnity. You acknowledge that Gung is not liable for any usage you make of the Services. You agree to indemnify and defend Gung against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) that arise from your utilization of the Services or from your non-compliance with any provision of this Agreement.
5.6 Limited Warranty. Gung guarantees that the Services will substantially perform the functions as described in the documentation's specifications for ninety (90) days from the date you receive them. BEYOND THIS NINETY-DAY PERIOD, THERE IS NO WARRANTY OR CONDITION WHATSOEVER. Despite this, Gung may offer additional supplements or updates to the Software, such as service packs or hot fixes, both during and after the ninety-day warranty period. Each supplement or update is also subject to the same ninety (90) day limited warranty from the date of release. If any errors are reported during the warranty period, Gung commits to addressing them within a reasonable timeframe. This Limited Warranty does not apply if the Software's failure has resulted from equipment failure, non-Gung software, unauthorized modifications, non-compliance with provided instructions, accident, abuse, unusual usage, or a virus. Gung does not warrant that the Software will meet your specific requirements, that it will work in combination with other software or any updates or changes to it (even if a module allowing such a combination with the Software has been obtained), that the Software’s operation will be uninterrupted or error-free, or that all software errors will be resolved.
5.7 Disclaimer of Implied Warranties. The Limited Warranty provided above is exclusive and supersedes any other form of warranty. It is offered instead of any other warranties, whether express or implied. EXCEPT FOR THE LIMITED WARRANTY AND WITHIN THE FULLEST SCOPE PERMITTED BY LAW, GUNG AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS WITH THE SOFTWARE AND ANY SUPPORT SERVICES, PROVIDED 'AS IS' AND WITH ALL POSSIBLE FAULTS. THIS EXCLUSION OF WARRANTIES INCLUDES, BUT IS NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY, SERVICE AVAILABILITY, DATA ACCURACY, COMPLETENESS OF RESPONSES OR RESULTS, QUALITY OF SERVICE, SOFTWARE PERFORMANCE, VIRUS ABSENCE, AND NON-NEGLIGENCE. NO WARRANTIES OR CONDITIONS OF UNDISTURBED USE, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT, OR UNDISTURBED POSSESSION PERTAINING TO THE SOFTWARE ARE PROVIDED.
5.8 Exclusive Remedy; Limitation of Liability. Gung's total liability and your sole reparation for any breach of the Limited Warranty or any other breach of this Agreement or any other liability concerning the Services shall be, at Gung's exclusive discretion, either the repair or replacement of the Services that fail to comply with the Limited Warranty detailed in Section 5.7, within an appropriate time frame. Any service replacements will be warranted for the remaining original warranty period or thirty (30) days, whichever is longer. Irrespective of any damages that you may incur for any reason (including, without limitation, all damages referred to herein and all direct or general damages in contract or otherwise), the entire liability of Gung, the Gung Services, a Licensor, and/or any other Gung supplier shall not exceed the amount of the license fees you paid to Gung for the portion of the Services causing the liability. The preceding limitations, exclusions, and disclaimers shall be enforceable to the fullest extent permitted by applicable law, even if any remedy fails its essential purpose. You acknowledge and agree that the warranty disclaimers and the limitations of liability and remedy in this Agreement are foundational elements of this Agreement and that they have been considered in determining the consideration to be provided by each party in this Agreement and in the decision by each party to enter into this Agreement.
5.9 Exclusion of Incidental, Consequential and Certain Other Damages. Under the maximum scope allowed by law, neither Gung nor any of its affiliates, licensors, or suppliers shall be liable for any special, incidental, punitive, indirect, or consequential damages whatsoever. This includes, but is not limited to, damages for lost profits, goodwill, confidential or other information, business interruption, personal injury, privacy loss, failure to meet any duties including those of good faith or reasonable care, negligence, and any other monetary or other losses arising out of or related in any way to the Services, or under any provision of this Agreement. This applies even if Gung or any affiliate or supplier has been advised of the possibility of such damages and regardless of any failure of essential purpose, fault, tort, misrepresentation, strict liability, breach of contract or warranty.
5.10 Termination. This Agreement remains in effect until it is terminated as specified within its terms. Gung reserves the right to immediately terminate this Agreement should you commit a material breach of its terms. In the event of any breach by you, Gung may terminate the license granted to you under this Agreement without delay. Upon termination for any reason, you must cease all use of the Services and, where relevant, delete and remove all copies of the Software from all computers, hard drives, networks, and other storage media. Any sections that, by their nature, are intended to continue beyond the termination of this Agreement, will do so. Should you terminate this Agreement for any reason, or should Gung terminate it due to your breach, no refund will be provided by Gung if the license fee has already been paid in full at the time of termination.
5.11 Applicable Law. This Agreement is to be governed by Swedish law, without regard to its conflict of law principles. Any dispute arising from or related to this Agreement, including disputes on its formation, validity, or termination, shall be resolved through arbitration conducted by the Arbitration Institute of the Stockholm Chamber of Commerce (SCC). The arbitration shall be administered in accordance with the SCC’s rules for arbitration that are in effect at the time the arbitration proceedings begin.