End-User License Agreement

Terms & Conditions

END-USER LICENSE AGREEMENT FOR Nova Silva Visuals for Power BI

By installing, importing, copying, or otherwise using the Licensed Software or part of the Licensed Software, you expressly agree to be bound by all of the terms of this eula. This license agreement represents the entire agreement concerning the program between you and Nova Silva, and it supersedes any prior proposal, representation, or understanding between the parties. If you do not agree to all of the terms of this agreement, you are not authorized to access, install or use any part of the software. If you have a separate agreement with us covering your access and use of the software, the terms and conditions of that separate agreement shall govern the same.

If you do not agree to all of the terms of this agreement, you may not access or use the software and must immediately return or delete the software, as applicable. If you load or otherwise access or use the software, you are deemed to have accepted these terms and shall be bound by the same.

This End-User License Agreement (“EULA”, “Agreement”) is a legal agreement between Nova Silva B.V., a Dutch corporation, with a business address of Burensedijk 15, 4011 KG  Zoelen, Gelderland, The Netherlands (“Nova Silva”, “Company”, “Licensor”, “Us” or “We”) and the person, organization or entity (“You”, “Your”, “Licensee”) which has purchased, as more specifically identified in Your invoice, or has otherwise accessed, downloaded, reviewed or used Nova Silva’s software product(s) identified above which may include associated software components, media, printed materials, and “online” or electronic documentation (“Licensed Software”), either in Evaluation Version or Commercial Version, subject hereto.

The Licensed Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Licensed Software is licensed, not sold.

1. LICENSED SOFTWARE

A. Definition

As used herein, the terms “Software” or “Licensed Software” means the Nova Silva Visuals for Power BI computer software programming and code (the “Licensed Software”) authored, shared, published or made available by Company to Licensee in its Evaluation Version or Commercial Version; any physical medium of delivery; any documentation, user manuals, and related materials provided by Us with the Licensed Software (collectively; the “Licensed Documentation”); any and all updates, enhancements or supplemental materials provided with regard thereto and any and all other data and information provided by Company other than information or data provided by Licensee.

B. Licenses

I. Trial, Evaluation & Beta Licenses (“Evaluation Version”): These types of licenses shall mean a limited version of the Licensed Software that is meant for evaluation and testing purposes and are not intended for commercial use. Unless You have purchased a paid License of the Licensed Software, the terms and conditions pertaining to the Evaluation Version shall apply. With respect to the Evaluation Version, You acknowledge and agree that:

  • Your use of the Evaluation Version is limited to your internal evaluation purposes only, and may not include use of the same in a production environment. As such, you may not demonstrate, test, examine, evaluate or otherwise utilize the evaluation version in a live operating environment or with data that has not been sufficiently backed up.
  • The Evaluation Version does not qualify for maintenance or support, and any use of EvaluationVersion is at Your risk.
  • The Evaluation Version of the Licensed Software may have an expiry period. Upon completion of expiry period, you agree not make attempted or actual access to or attempted or actual further use of the Evaluation Version, and you will delete or destroy, as applicable all copies of the same that you possess or control;
  • Your only option to continue to use the Software post expiration of such evaluation period is to acquire a paid, validly licensed copy of the Software,
  • Company reserves the right to unilaterally amend access to Evaluation Version, its features and terms & conditions governing the same

II. Upon Your purchase of any of the paid licenses of the Software(“Commercial Version”), You shall be provided with a Commercial Version that may be entitled to maintenance and support as set forth in section 10 below. Unless expressly stated to the contrary herein, all references to the Licensed Software shall refer to both the Evaluation Version and/or the Commercial Version, as applicable. Either Version may be delivered to you via electronic means and/or physical medium.

C. Third Party Compatibility

You acknowledge and agree that Licensed Software may not operate, in whole or in part, in the event You utilize Licensed Software in connection with certain third party software components other than those outlined in https://visuals.novasilva.com/eula/supported-software/. We make no representations or warranties to cover that situation and You agree that You utilize any such components at Your own risk.

2. THIRD PARTY COMPONENTS

Third Party License
Licensee hereby acknowledges and agrees that use of Licensed Software requires a fully functioning copy of microsoft power bi licenses as outlined in https://visuals.novasilva.com/eula/supported-software/ and acceptance of microsoft’s license agreement for the same (the “third party license“). Licensee is solely responsible for maintaining an environment that supports the use of Licensed Software. Licensee hereby agrees to indemnify and hold company harmless from any and all violations of the third-party license, as amended. Licensee agrees to use Licensed Software at its sole risk in accordance with this agreement and the third partylicense.

Open Source Components
Licensee here acknowledges and agrees that Licensed Software includes and/or makes available open source components listed in https://visuals.novasilva.com/eula/open-source-attribution/ Licensee acknowledges and agrees that it is also subject to the license terms of each such component.

3. LICENSE FEES

The Evaluation Version of Licensed Software is available to You free of any Fees. The License granted herein to the Commercial Version of Licensed Software is subject to payment of applicable recurring subscription license fee to Company (the “License Fees”) and any applicable recurring subscription maintenance and support fees (the “Support Fees”). The License Fees and the Support Fees are referred to collectively as the “Fees”.

4. LICENSE GRANT

Subject to the terms of this Agreement and payment of all applicable Fees, Company hereby grants to Licensee (and Licensee alone) a time-bound, worldwide, nonexclusive, non-transferable, non-sublicensable, fee-bearing limited license to use the object code version of the Licensed Software as a single, undivided unit, and to use the Licensed Documentation exclusively in connection with the Licensed Software, solely for Licensee’s internal business purposes (the “Software License”). Except for licensee’s affiliates and licensee’s contractors (both defined below), the Software License does not include any right for any third parties to receive, access or use the Licensed Software in whole or in part. In the event licensee with one or more affiliates is looking to deploy Licensed Software in additional production environments including additional domains, workspace tenants, report servers or service for the benefit of its affiliates, licensee will be required to purchase a separate Software License for each such additional environment. If you are a service provider or hosting provider, you are not authorized to use the Licensed Software in a manner (including, without limitation, as a service bureau or dashboard) that provides access to and/or enables use or consumption of Licensed Software by end user third parties. The Licensed Software for the evaluation version does not include any right for licensee or any third party to access or use the commercial version of the Licensed Software in whole or in part. Wherever the Software License, invoice or subscription plan limits your usage to a specific number of users, such limit shall include individuals with view-only rights who access Licensed Software directly or indirectly to exclusively view or consume data or reports as applicable. As used herein, the term: “Affiliate” shall mean only any person, organization or entity controlling, controlled by or under common control with Licensee, including but not limited to subsidiaries, correspondents and parententity utilizing the Licensed Software solely within Licensee’s environment and solely for the benefit of Licensee. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity; and “Contractors” shall mean only Licensee’s third party contractors, such as an IT contractor,utilizing the Licensed Software solely within Licensee’s environment and solely for Licensee’s benefit.

Each and every Creator needs to be licensed to use the Licensed Software. As used herein, the term: “Creator” shall mean only any employee or shareholder or Contractor of the Licensee with access to Microsoft Power BI cloud or desktop environment with the right to create or modify reports, dashboards, apps or any other objects, made available by Licensee, that include the Software.

If Licensed Software is made available to Users or Affiliates using either Power BI Premium or Power BI Reporting Server or Power BI Embedded or Power BI Publish to web, additional License Fee, as determined by Nova Silva, has to be paid to acquire such additional rights.
As used herin, the term: “User” shall mean only any employee or shareholder or Contractor of the Licensee with access to Microsoft Power BI reports, dashboards, apps or any other objects, made available by Licensee, that include the Software.

5. ADDITIONAL LICENSE RESTRICTIONS

The Software License is subject to the following additional limitations, restrictions and terms of use: 

Licensee shall not, directly or indirectly, copy, translate, reverse engineer, decompile, disassemble, decode, sell, rent, convey, lend, distribute, sublicense, time share, service bureau, display, host, outsource, disclose or otherwise commercially exploit or make available to any third party the Licensed Software, or any component thereof, or modify, create any derivative works of, enhance, or otherwise change or supplement the Licensed Software or the Licensed Documentation, in any way. 

Services to third parties
Licensee shall not use the Licensed Software to provide services to third parties (e.g., consulting, systems integration, business process outsourcing, hosting or third-party training) unless agreed by Company in writing. 

Maintenance of Copyright Notices
Customer shall not remove or alter any proprietary copyright, trademark, or service mark legend from any and all copies of the Licensed Software or Licensed Documentation components. 

Competitive use
Licensee agrees further not to use the Licensed Software or Licensed Documentation in anyway that is competitive with Company, and shall not publish or otherwise disclose information relating to the performance of Licensed Software or to any third party unless and only to the extent required by law or regulation or as agreed by Company in writing.

6. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS

A. Embedding Licensed Software

Like Power BI, it is technically possible to add automation and embed the Licensed Software’s functionality into another service. Such a service is compliant with the terms of this Agreement if: i) The new solution does not diminish the number of licenses required. (aka. license multiplexing is forbidden); and, ii) The new solution is not offered as an external commercial product.

Reporting as a service provided as a commercial service for other companies is allowed only with a prior written permission by Company

B. Support Services

Company may provide you with support services related to the Licensed Software (“Support Services”). Any supplemental software code provided to you as part of the Support Services shall be considered part of the Licensed Software and subject to the terms and conditions of this EULA.

C. Work Product Produced with the Licensed Software

All graphs, calculations, data, and tables are your intellectual property and you have full rights to use them indefinitely in forms that do not require the use of the Licensed Software.

D. Compliance with Applicable Laws

You must comply with all applicable laws regarding use of the Licensed Software.

7. OWNERSHIP OF LICENSED SOFTWARE

The Licensed Software and Licensed Documentation are being licensed, and not sold, to You. All right, title, and interest in and to the Licensed Software and Licensed Documentation, and any related intellectual property or other proprietary rights therein or thereto, are, and shall remain at all times the sole and exclusive property of Company and its licensors. Licensee’s rights in or to the Licensed Software and Licensed Documentation are limited to those rights expressly set forth in this Agreement.

8. COPYRIGHT

All title, including but not limited to copyrights, in and to the Licensed Software and any copies thereof are owned by Nova Silva or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the Licensed Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by Nova Silva.

9. LICENSED MATERIALS MERELY TOOLS

You acknowledge and agree that the Licensed Software and Licensed Documentation are intended to be only tools to assist you and are not substitutes for sound business decisions or industry practices or the decisions and interpretations of you. The information provided by the Licensed Software and Licensed Documentation is based on certain assumptions that may not apply in your particular circumstances. You bear the sole responsibility and risk for determining that the Licensed Software (when used alone or with other software or data), the selection criteria used in the Licensed Software, the results obtained from the Licensed Software, and the performance of the Licensed Software will achieve or meet your business objectives, expectations or requirements, and agree that Company shall not be liable for any claims, losses, demands and causes of action of any kind whatsoever arising from or attributable to or caused by the Licensed Software or use thereof. 

10. LIMITED SUPPORT; EXCLUSIVE REMEDY

Evaluation Version

You understand and acknowledge that You are not entitled to any maintenance or support for the Evaluation Version of the Licensed Software.

Commercial Version

Company may provide to You maintenance and support (“Support”) for the Commercial Version of the Licensed Software as outlined here if applicable: https://visuals.novasilva.com/pricing-plan/.You acknowledge and agree that your receipt of Support is always contingent upon You maintaining a valid and paid Software License to the Commercial Version; and payment by You of all applicable Fees without any dues.

11. CONFIDENTIALITY

Licensee acknowledges that the Licensed Software and the Licensed Documentation contains valuable trade secrets and confidential information of Company, including but not limited to: 

(i) any third-party software licensed with or as part of the Licensed Software, benchmark results, manuals, program listings, data structures, flow charts, logic diagrams, functional specifications; 

(ii) the concepts, techniques, ideas, and know-how embodied and expressed in the Licensed Software; and 

(iii) the architecture and functionality of the Licensed Software; the appearance, content and flow of the screens; the organization, design and content of the LicensedSoftware; and the method and pattern of user interaction with the LicensedSoftware. Licensee agrees not to share, disclose or transfer, and not to permit any third party to share, disclose or transfer any trade secrets or confidential information of or relating to Licensed Software or Company.

12. PERSONAL INFORMATION

Any data or information that enables the identification of a specific person, and may include names, mailing and email addresses, and any data related thereto (“Personal Information”) that is inputted into the Software is your responsibility.  If you input Personal Information into the Licensed Software, including Personal Information about individuals in the European Economic Area to which Regulation (EU) 2016/679, also known as the General Data Protection Regulation (“GDPR”) applies, you represent that: (a) you have obtained all consents necessary to collect, use and transfer such Personal Information (including names that are used in the comments function of the Licensed Software), or that you otherwise have a lawful basis on which to collect and transfer such Personal Information, (b) the transfer of such Personal Information does not violate a privacy policy that applies to you, and (c) any instructions given for the processing of Personal Information are lawful.  You are legally responsible for all inquiries regarding Personal Information that you include in the reports generated pursuant to the use of the Licensed Software. 

13. TERMINATION OF LICENSE; SURVIVAL

This Agreement is effective upon Your acceptance of the terms and conditions set forth herein, and shall continue in full force until terminated. You may terminate this Agreement and Your use of Licensed Software at any time, at your discretion, by deleting the Licensed Software and Licensed Documentation from any and all computers and media. 

Without prejudice to the foregoing, Company may terminate this Agreement and Software License for one or more of the following: (a) Licensee’s nonpayment of applicable Fees after five (5) days prior written notice of such nonpayment, (b) Licensee’s failure to renew the subscription by paying Fees for the upcoming renewal period prior the end of the current subscription period, (c) usage of Licensed Software in a manner that violates or exceeds any plan usage limits or restrictions and (d) any material, uncured breach of this Agreement by Licensee. Upon any termination of this Agreement, (i) the Software License shall automatically terminate; (ii) Licensee shall delete from all computer systems and media or destroy any and all copies of Licensed Software and Licensed Documentation; and (iii) Licensee shall permanently terminate any and all use of all of the same. 

Upon any termination of this Agreement, the provisions of Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 and 20 shall survive.

14. AUDIT RIGHTS

Upon Nova Silva’s written request, You shall certify in a signed writing that your use of Licensed Software is in full compliance with the terms of this Agreement and shall provide usage details. Company may audit your use of Licensed Software provided such audit is conducted during business hours, and if such inspections or audits disclose that you have installed, accessed or permitted access to the Software in a manner that is not permitted under this Agreement, you will be liable to pay for usage over and beyond what may have been agreed upon, if applicable, from the data of initial purchase, in addition to applicable remedial charges. In addition, Nova Silva may also exercise the option to terminate this Agreement pursuant to section 13 and You will be liable for the reasonable costs of the audit in addition to any other fees, damages and penalties Nova Silva may be entitled to under this Agreement and applicable law.

15. WARRANTY

Nova Silva warrants the Licensed Software will perform substantially in accordance with the Licensed Documentation, and any First Line Support for the Commercial Version provided by Nova Silva will be performed consistent with accepted industry standards. 

16. LIMITATION OF WARRANTIES AND LIABILITY

Except as explicitly set forth in these terms, there are no other representations or warranties pertaining to the licensed materials. There are no representations, conditions or warranties, expressed, implied, statutory or otherwise at law, or arising out of any course of dealing or usage of trade, and in particular, without limitation, no warranty of interoperability or compatibility with any product or service, merchantability or fitness for a particular purpose, except as expressly set forth above, and such stated warranties are in lieu of all obligations or liability on the part of Nova Silva. Nova Silva’s entire cumulative liability under these terms for any cause whatsoever (including without limitation negligence, breach of contract or fundamental breach) shall be limited to the subscription fee amounts paid during the six months preceding the most recent event, act or omission for which damages are recoverable against Nova Silva. Notwithstanding the foregoing, Nova Silva shall not be liable for (i) any business or economic loss, including without limitation failure to realize expected savings, (ii) any loss of use or lack of availability of Licensed Software or Licensed Documentation, including telecommunications systems and any stored data, or (iii) any indirect, special, incidental, exemplary or consequential damages in connection with or arising out of these terms or the provision or use of the Licensed Software or Licensed Documentation, even if Nova Silva has been advised of the possibility thereof. Nova silva takes no responsibility for business decisions made because of the use of the Licensed Software.  The Licensed Software is merely a visualization tool and is not intended as a substitute for sound or responsible decision-making.  All references in this section to Nova Silva shall be deemed to include Nova Silva and their suppliers, subcontractors, agents, subsidiaries and affiliates. 

17. INDEMNIFICATION

You herby agree to indemnify, hold harmless and defend Nova Silva, and its shareholders, officers, directors, employees and agents, from and against any and all third party actions, claims, damages, debts, demands, losses and liabilities, including reasonable attorney’s fees, asserted against Nova Silva and arising out of or relating to: Your breach of this Agreement; and/or Your use or misuse of Licensed Software, the Licensed Software and/or the Licensed Documentation; and/or any breach of Licensee’s obligations as specified in this Agreement. 

18. EXPORT

The Licensed Software and Licensed Documentation may be subject to Dutch export control laws and may be subject to export or import regulations in other countries. Licensee shall strictly comply with all such laws and regulations and has sole responsibility to obtain authorization to export or import the Licensed Software and Licensed Documentation, as may be required. Licensee’s obligations under this section shall survive the expiration of termination of this Agreement.

19. DISPUTE RESOLUTION 

For the purposes of this paragraph, “Dispute” is defined as any dispute arising between the Parties as to the interpretation, application, operation or alleged violation of this Agreement or any of its provisions.  A Dispute shall first be subject to good faith discussions between you or your representatives, and representatives of Nova Silva that are authorized to make decisions on behalf of such party (“Representatives”).  Disputes that are not resolved between the Representatives within 30 days of first notification to the other party that there is a Dispute, will be finally resolved by arbitration before one arbitrator under the Arbitration Regulations of the Foundation for the Settlement of Automation Disputes (Stichting Geschillenoplossing Automatisering – SGOA – (www.sgoa.eu), this without prejudice to either party’s right to request preliminary relief in preliminary relief proceedings or arbitral preliminary relief proceedings and without prejudice to either party’s right to attach property before judgment. Arbitration proceedings take place in Amsterdam, or in any other place designated in the Arbitration Regulations. The language of the arbitration will be Dutch There shall be no appeal of the decision to the courts, and the arbitration decision will be considered Confidential Information.  

20. GENERAL PROVISIONS

Transfer of rights and obligations

Client is not entitled to sell, transfer or pledge its rights and obligations under an agreement to a third party. Nova Silva is entitled to sell, transfer or pledge any claims it has to payment of any sums due to a third party.

Complete Agreement

This Agreement is the entire agreement between the parties relating to the subject matter of this Agreement between You and Nova Silva, and supersedes any prior or contemporaneous agreements, understandings or proposals, oral or written, as to the subject matter of this Agreement. 

Modifications / amendments

This Agreement may not be amended except by written instrument signed by Nova Silva or a representative of Nova Silva. No waiver of any term, covenant or condition by either you or Nova Silva shall be deemed to be a waiver by such party of its rights to require full and timely compliance with the same term, covenant or condition thereafter, or with any other term, covenant or condition of this Agreement at any time. The terms of this Agreement that are stated to or which, by their nature, extend beyond the termination or expiry of this Agreement shall survive any termination or expiration and continue in full force and effect as provided for herein. 

Notice

Any notice of communication required or permitted in this Agreement shall be in writing and shall be delivered by email or regular mail. Any email direct to Nova Silva may be addressed to support@novasilva.com. Any email directed to Licensee shall be addressed to the last known email address in Licensor’s records for Licensee.

Governing Laws and Venue

The relationship of the parties is that of independent contractors. This Agreement shall be governed exclusively by the laws of The Netherlands. Applicability of the Vienna Convention 1980 (The United Nations Convention on Contracts for the International Sale of Goods) is excluded. Any dispute relating to or arising out of this agreement will be handled as specified in section ‘Dispute Resolution’. In connection with all actions or proceedings in which Nova Silva prevails against Licensee, Nova Silva shall be entitled to recovery of its costs and expenses, including reasonable attorneys’ fees.

Severability

Each provision of this Agreement is intended to be severable and if any provision is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, such provision shall be severed from this Agreement, to the maximum extent permitted by applicable law, and shall not affect the legality or validity or enforceability of the remainder of this Agreement or any other provision hereof.