March 15, 2019
This Agreement provides You with the right to install, load, run and use the “Product” as described herein.
The Product licensed under this Agreement is used under license from WiseMo A/S and third parties.
NOTICE TO ALL USERS: PLEASE READ THE FOLLOWING LEGAL AGREEMENT (“AGREEMENT”) CAREFULLY. THIS AGREEMENT CONSTITUTES A LEGAL, BINDING AND ENFORCEABLE AGREEMENT BETWEEN YOU AND WISEMO A/S (“WISEMO”) REGARDING YOUR USE OF WISEMO PRODUCTS (“PRODUCT”). BY INSTALLING AND USING THE PRODUCT, YOU (“LICENSEE”) ACCEPT TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT WITH WISEMO (“LICENSOR”). IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT INSTALL OR USE THE PRODUCT.
1. License Grant. Subject to the payment of any applicable license fees, and subject to Your abidance by the terms and conditions of this Agreement, its applicable appendices, and possible modifications agreed with WiseMo separately in writing, WiseMo hereby grants to You a non-exclusive, non-transferable right to use the Product and to use any accompanying documentation.
The Product is delivered as installable “Software”, as a “Service”, or as a combination of both Service and installable Software.
For Software You may install, copy, load, run and use it on the number of computers and devices you have acquired a license for. If the license is time limited you may only do so for the period of the license.
For Service, the license is delivered to You as the right to use the Service for the duration of a subscription period. Service may include the license to use a number of installable Software modules for the duration of the subscription period.
2. Use. The use of specific WiseMo Products is described in appendices which is an integrated part of this End User Licenses Agreement and thus legally binding for You. Please find the proper appendix according to Your Product which is stated on Your invoice or order confirmation.
3. Term. This Agreement is effective until terminated. You may terminate it at any point by stopping to use the Service and/or by destroying the Software together with all copies of the Software. Also, WiseMo has the option to terminate this Agreement if You fail to comply with any terms of this Agreement. You agree upon such termination immediately to destroy the Software and the Documentation together with all copies thereof.
4. Updates. WiseMo may update the content of the Software or the Services from time to time and provided that You have purchased the right to upgrades, You may download such revisions, upgrades, or updates to the Software when and as WiseMo publishes them via its website or other online services. You agree that the terms of this Agreement (or any subsequent version hereof) shall apply to any updated version of the Software, the Services or the Documentation.
5. Ownership Rights. International copyright laws and international treaty provisions protect the Software and the Service. WiseMo and its suppliers own and retain all right, title and interest in and to the Software, the Service and the Documentation, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. Your possession, installation, or use of the Software does not transfer to You any title to the intellectual property in the Software, and You will not acquire any rights to the Software except as expressly set forth in this Agreement. All copies of the Software and Documentation made hereunder shall contain the same proprietary notices that appear on and in the Software and the Documentation.
6. Restrictions. Unless explicitly permitted by the appendix for the Product, You may not give away, rent, lease, loan or resell the Software, the Service and the Documentation or transfer any of the rights granted to You under this Agreement. You may not reverse engineer, decompile, hack, translate or disassemble the Software or the Service (except to the exact extent that applicable law expressly prohibits the foregoing restriction). You may not modify, or create derivative works based upon the Software in whole or in part. You may not copy the Software or Documentation except as expressly permitted in Section 1 above. You may not remove any proprietary notices or labels on the Software, the Service or the Documentation. Nor may You cause or permit others to transact any of the actions which are governed by this Section 6. WiseMo reserves all rights not expressly set forth herein.
7. Nature of Remote Control software The correct function of the software modules supplied under this license may depend on the supplied software modules ability to interact with hardware, e.g. PCs or devices, and other software modules from 3rd party suppliers. It is therefore your responsibility to ensure the software modules work to your satisfaction in your environment prior to any purchase. Such 3rd party suppliers of your PC, devices and other hardware, operating system, security software etc. each may have the capability to prevent the ability of your device to run our software, now or in the future. If they do so, WiseMo A/S cannot be held responsible for such 3rd party action.
The use of the software, or certain functions of the software, may depend on the ability to access WiseMo or 3rd party controlled servers via the Internet. WiseMo cannot guarantee such Servers are available at all times.
8. Warranty and Disclaimer.
a. Limited Warranty.
Software that is not licensed via a Service is delivered by digital transmission (“electronic”). The delivery consists of sending an e-mail with the order confirmation and applicable links to download the product(s). You must click on such links to access the download area of the product and then download the product in order to install and use it. You shall ensure that the specified e-mail address is valid and functional.
WiseMo warrants that such download link(s) will remain valid for sixty (60) days.
Software that is licensed via a Service and the Service itself will be available for the duration of the subscription period. The Software and the Service may be unavailable due to maintenance, force majeure, malicious attacks and errors. Scheduled maintenance will be notified users of the Service via e-mail if the user has signed up for receiving such notification.
b. Customer Remedies. WiseMo and its suppliers’ entire liability, and Your exclusive remedy for any breach of the foregoing warranty, shall be, at WiseMo’s option, either (i) to return the purchase price paid for the license, if any, or (ii) to provide another method of delivery of the Product(s). This remedy is not available to the extent that WiseMo is subject to restrictions under export control laws and regulations.
c. Warranty Disclaimer. THE SOFTWARE AND THE SERVICE IS PROVIDED “AS IS” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE DANISH LAW, WISEMO DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE, THE SERVICE AND THE ACCOMPANYING DOCUMENTATION. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE AND THE SERVICE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE AND THE SERVICE. WITHOUT LIMITING THE FOREGOING PROVISIONS, WISEMO UNDERTAKES NO LIABILITY THAT THE SOFTWARE AND THE SERVICE WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS, PROBLEMS CO-WORKING WITH OTHER SOFTWARE PACKAGES OR OPERATING SYSTEMS, OR ANY OTHER FAILURES, OR THAT THE SOFTWARE AND THE SERVICE WILL MEET YOUR REQUIREMENTS, WHETHER EXPRESSLY ACKNOWLEDGED OR NOT.
d. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL WISEMO OR ITS SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON (PHYSICAL OR LEGAL) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE, DATA OR MALFUNCTION, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES. IN NO EVENT WILL WISEMO OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE LIST PRICE WISEMO CHARGES FOR A LICENSE TO THE SOFTWARE, EVEN IF WISEMO SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT ONLY THAT APPLICABLE LAW PROHIBITS SUCH LIMITATION. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.
9. High Risk Activities. The Software and the Service is not fault-tolerant and is not designed or intended for use in hazardous environments that require fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the Software or the Service could lead directly to death, personal injury, or severe physical or property damage collectively, “High Risk Activities”. WiseMo expressly disclaims any express or implied warranty of fitness for High Risk Activities.
10. EU General Data Protection Regulation (GDPR)
The GDPR seeks to create a harmonized data protection law framework across the EU and aims to give citizens control of their personal data, whilst imposing rules on those hosting and processing this data. Any company either based in the EU or which deals with any data involving EU citizens or organizations are required to comply, no matter where the company is based or where data processing takes place.
WiseMo and our services are subject to the GDPR. WiseMo will thus seek to protect Your privacy, and will not seek to access the data on Your computers except as requested. See also our privacy policy. IMPORTANT NOTICE: WiseMo does not collect, analyze or store any content data transmitted between WiseMo Software or transmitted through WiseMo services.
Remote Support & Management (remote control software) and GDPR
The use of remote control software falls within the material scope of the GDPR.
In regards to remote control software at least these areas should be reviewed, considered and addressed:
- Processing of personal data. Remote control software transfers data bi-directionally between two or more endpoints (Guest, Host, myCloud etc.) and presents it through a graphical user interface or stores it on a data storage media (hard disk, USB disk, server drive, cloud drive etc.). This data may include information about persons (name, address, username, alias, role etc.) and about the device (PC, Server, laptop, mobile phone, tablet etc.) they are connected to (IP address, MAC address, IMEI, device name, host ID, etc.). When allowing access to a device, You are not only giving access to some physical hardware but You might also give access to personally identifiable information on the device.
- Data security. Companies/organizations must ensure that all remote control access is secured to protect devices including their data. This includes how remote control access is provided to devices and how remote control support is delivered, but also how third parties remotely access their systems.
Data security includes:
- Data encryption
- Access control (authentication)
- Permission control (authorization)
- Documentation of activity
- Data minimization. For ease of use settings and configuration might contain personal data (IP address, username, password, domain etc.). Consider what is saved and whether it is necessary.
- Data Footprint. A remote control session will leave a data footprint on all endpoints. This data footprint includes log files, user defined audit files, cache files, etc.
By installing and using the Software or Service, You agree that you have understood that Remote Support & Management software falls under the scope of GDPR, and that you must consider if You / your company must comply with the GDPR. Likewise, if you are not subject to GDPR you should consider if you may be subject to other privacy and confidentiality rules and regulations, in which case, all of the above may also apply.
11. Miscellaneous. This Agreement is governed by the laws of Denmark, without reference to conflict of law principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This Agreement sets forth all rights for the user of the Software and the Service and is the entire agreement between the parties. This Agreement supersedes any other communications with respect to the Software, the Service and the Documentation. This Agreement may not be modified except by a written addendum issued by WiseMo. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by WiseMo. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. The provision, which is held invalid, shall to the furthest extent possible be legally interpreted and construed in accordance with the intentions and the nature of this entire Agreement. The parties confirm that it is their wish that this Agreement has been written in the English language only.
12. Your representations and warranties. You represent and warrant that You are authorized to enter into this Agreement and comply with its terms. Furthermore, You represent and warrant that you will at any and all times comply with Your obligations hereunder and any applicable laws, regulations and policies, which may apply to the Software and the Service. You assume full and unlimited liability for any use contrary to this entire Agreement whether such use has been enacted or caused directly or indirectly by You. You agree to indemnify, defend and hold WiseMo harmless from and against any and all liability arising out of or in connection with Your violation or breach of this Agreement or applicable laws, regulations and policies.
13. WISEMO CUSTOMER CONTACTS. If You have any questions concerning these terms and conditions, or if You would like to contact WiseMo for any other reason, please visit www.wisemo.com for contact details.
Appendices
Appendix A
Products acquired as a Service
This appendix applies to the following products:
- WiseMo myCloud, a subscription based Service
- WiseMo Software product modules licensed via sign-in to a myCloud domain
- Other modules, not licensed via myCloud, but otherwise using myCloud
This Agreement is effective between You and WiseMo as of the date of You accepting this Agreement.
myCloud is a cloud based Service. It uses the Internet to provide certain WiseMo Software modules with a subscription based license. Via its connection service, myCloud also makes it possible for WiseMo modules to connect with each other over the Internet. You must not seek to damage or misuse the Service, artificially or otherwise.
For installable Software modules that are provided with a subscription license via the myCloud Service,
you may install, copy, load, run and use the Software on the number of computers and devices for which you have acquired a myCloud subscription license and only for the duration of the subscription. Otherwise, the use of installable modules is regulated as specified in Appendix B.
A: Production Use. The myCloud Service is licensed for use during a certain period, the subscription period.
Signing a WiseMo Host module into a myCloud domain consumes one myCloud subscription license, unless otherwise agreed in writing with WiseMo. This license is assigned to the specific computer/device, also if it goes offline. It is not permitted to transfer the license to another computer/device during the subscription period, except if such new computer/device permanently replaces the other, for
example if it is broken down or lost. When a subscription period is renewed, it is permitted to transfer an assigned license to another device/computer, but only once during that new period.
Signing a WiseMo Guest module into a myCloud domain does not consume a myCloud subscription license.
Most WiseMo Software modules do not require a perpetual license key, IF such module has received its license via the myCloud service and it is on-line with a myCloud domain. In such case, You may use the WiseMo Software module, also if connectivity between Guest and Host is not via the myCloud service.
B. Trial Use. If you have acquired a myCloud trial domain to test that the myCloud service meets your requirements, you may use the myCloud service for the trial period without payment. You may
install up to 5 Host modules and an unlimited number of Guest modules. You may use such installed software modules, also if connectivity between Guest and Host is not via the myCloud connection service – as long as the modules are signed into a myCloud domain. You may use the software for testing
only, including testing it in a production environment. However, you may not use Trial licensed software for production use.
Notice about personal data
As the myCloud service may be used to transmit personal data and as the myCloud service stores certain personal data, you are hereby made aware of the following:
Data provided to WiseMo by your use of the myCloud service:
WiseMo collects data as it deems necessary and appropriate for the fulfillment of our contractual obligation to deliver the myCloud service to you. In order to provide the ability to connect between Your devices, to deliver the Services of myCloud in general, and to assure legitimate usage and other security aspects, the myCloud service will log the account and devices connected to it, including date and time, amount of data transmitted, length of connection, e-mail address, IP address, computer name and type, operating system, user name etc. In order to pay for the myCloud Service you may provide Payment information such as e-mail, name, address, credit card number and other personal or business information.
Such collection of information is permitted under “the contract”, “the pre-contract” and “the legitimate interests” provisions of the GDPR.
Other data transmitted through or stored by the myCloud service:
For other data You transmit through the myCloud service or store in its configuration user interface, WiseMo will act solely as a processor of that information and will use it only as requested or necessary.
If the data is explicitly stored, You can delete or alter such data at any time.
Data transmitted between Guest and Host endpoints through the myCloud service is encrypted by default. WiseMo does not collect, analyze or store any content data and due to end-to-end encryption, cannot access the contents of your connection. Note that product settings may allow You to disable encryption between endpoints, which especially is not advisable if you are using the public Internet for transmission.
Appendix B
WiseMo product modules acquired with perpetual license
This appendix applies to the following products:
- WiseMo– Windows Guest, Host, Gateway, Security Server modules
- WiseMo– macOS Host module
- WiseMo– Android Guest and Host module
- WiseMo– iOS Guest and Host module
- WiseMo– Windows Mobile / CE Host module
This Agreement is effective between You and WiseMo as of the date of You accepting this Agreement.
A. Production Use: The Software is licensed as a single product; it may not be used on more than one Client Device or by more than one user at a time (unless you are licensed for volume use, see item 2. below). The Software is “in use” on a Client Device when it is loaded into the temporary memory (i.e., random-access memory or RAM) or installed into the permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that Client Device. This license authorizes You to make one copy of the Software solely for backup or archival purposes, provided that the copy You make contains all of the proprietary notices for the Software.
- Server Use. You may use the Software on a Client Device or on a Server within a multi-user or networked environment (“Server Use”). A separate license is required for each Client Device or “seat” that may connect to the Software at any time, regardless of whether such licensed Client Devices or seats are connected to the Software concurrently, or are actually using the Software at any particular time. Your use of software or hardware that reduces the number of Client Devices or seats that connect to and use the Software directly or simultaneously (e.g., “multiplexing” or “pooling” software or hardware) does not reduce the number of licenses required. Specifically, You must have that number of licenses that would equal the number of distinct inputs to the multiplexing or pooling software or hardware “front end”). If the number of Client Devices or seats that can connect to the Software can exceed the number of licenses You have obtained, then You must have a reasonable mechanism in place to ensure that Your use of the Software does not exceed the use limits specified for the license You have obtained. This license authorizes You to make or download one copy of the Documentation for each Client Device or seat that is licensed, provided that each such copy contains all of the proprietary notices for the Documentation.
- Volume Use. If the Software is licensed with volume use terms specified in the applicable order acknowledgement, product invoice, License Certificate or product packaging, You may make, install and use as many additional copies of the Software on the number of Client Devices as the terms specify. You must have a reasonable mechanism in place to ensure that the number of Client Devices on which the Software has been installed does not exceed the number of licenses You have obtained. This license authorizes You to make or download one copy of the Documentation for each additional copy authorized by the volume license, provided that each such copy contains all of the proprietary notices for the Documentation.
- Use in combination with subscription services.
Perpetual licensed modules may use subscription based services as provided by WiseMo, subject to acceptance of those terms and conditions that apply for the usage of WiseMo subscription based services, e.g. WiseMo myCloud. - Products purchased or provided from App Stores.
For WiseMo modules purchased or provided from App Stores you are bound by any license terms you may have entered into with such App Store. Furthermore, your license and use of such modules are governed by this agreement. WiseMo and not the App Store, is responsible for addressing any claims made regarding a WiseMo software module.
B. Trial Use. If you have acquired the software to test that it meets your requirements prior to purchase, you may install and use an unlimited number of copies – always subject to the use of a trial license key, if required by the product module. Trial license keys works for a limited time only, typically 30 days. You may use the software for testing only, including testing it in a production environment. However, you may not use Trial licensed software for production use.
Appendix C
WiseMo “Guest Component”
This appendix applies to the following products:
- WiseMo Guest Component, for use by application developers.
This includes the “Demo Program”, the “Demo Program Source Code” and other sample files which are included in the installation of the WiseMo “Guest Component” product.
This Agreement is effective between You and WiseMo as of the date of You accepting this Agreement.
The “Guest component” product includes both an ActiveX component and an NPAPI component. In this supplemental license, the word “Component” refers to both component types.
The “Demo Program” is an example of an application that uses the “Guest Component” to establish connection to a WiseMo Host program (not part of the “Guest Component” product) and to access the computer or Mobile device on which the WiseMo Host is running. The sole purpose of the “Demo Program”, its source code and other sample files, is to provide a limited example of usage and operation of the “Guest Component” and it is not intended to be used without substantial alteration by You.
A. Production Use. The term of the “Guest Component” license is perpetual.
To the extent that You have a valid WiseMo license for the product WiseMo “Guest Component”, all staff in Your organization may:
- Modify the “Demo Program Source Code”, other sample files or write own applications, in order to operate the “Guest Component” according to its specifications.
- Deploy / distribute such derived software applications or own applications together with the “Guest Component”, to any number of PCs or Servers and it may be used as part of installed applications as well as part of web browser based applications.
- Deployment / distribution of the “Guest component” is without further license costs, subject to the term, that any freely distributed “Guest Component”, may only be operated by applications where the application developer holds a valid acquired license to the WiseMo RSM “Guest Component” product.
- You may not remove, alter or omit any copyright legends included in or attached to the “Guest Component”. Any such markings must be retained in all copies distributed of the “Guest Component”.
B. Trial Use. If you have acquired the software to test that it meets your requirements prior to purchase, you may install and use an unlimited number of copies – always subject to the use of a trial license key, if required by the product module. Trial license keys works for a limited time only, typical 30 days. You may use the software for testing only, including testing it in a production environment. However, you may not use Trial licensed software for production use.
Appendix D
WiseMo Skin Designer
This appendix applies to the WiseMo Skin Designer product, supporting tools such as KeyLook and derived work of the Skin Designer. Derived work is any kind of output, such as Skins, generated by the Skin Designer.
The WiseMo Skin Designer, supporting tools and derived work is free of charge under the following conditions:
- Derived work may only be used in combination with a licensed WiseMo product.
- Supporting tools may only be used in combination with the WiseMo Skin Designer for creating derived work.
- WiseMo is given a shared copyright to all derived work created by Licensee. WiseMo is free to modify the work, use it unchanged and make it available to other users.
- Derived work should be sent to WiseMo no later than 7 days after it is made available to anyone outside Licensee’s organization or deployed to a site outside licensee’s premises.
- Licensee agrees to use a best effort to create derived work. Licensee also agrees not to create derived work that could be considered obscene or repulsive.
By installing and using the Skin Designer product, licensee accepts the above conditions.