Software&Licences

Sycope End User Licence Agreement

 

IMPORTANT: PLEASE READ BEFORE DOWNLOADING, INSTALLATING OR USE OF ANY PRODUCTS (AS DEFINED BELOW).

This License Agreement, hereinafter referred to as the Agreement or the License, contains the terms and conditions for the use, downloading and installing of the SOFTWARE (as defined below), binding Soft warehouse PASSUS SA with registered office in Warsaw, Poland (the “VENDOR”) and any person, business entity, organization, institution, office or government, territorial and local government administration entity (the “CUSTOMER”) who either buys and/or downloads and/or installs and/or uses the SOFTWARE. For the avoidance of doubt, unless otherwise stated, the term “Licensee” refers to the Customer and its group of affiliated businesses consisting of the Customer’s ultimate parent company and direct and indirect subsidiaries, partnerships, joint ventures and related and affiliated business entities.

BY ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT/LICENSE, BY EXECUTING AN ORDER FORM TO AUTHORIZED PARTNER THAT REFERENCES THIS AGREEMENT, YOU IRREVOCABLY AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT/ LICENSE AND THESE TERMS AND CONDITIONS WILL APPLY TO YOU, THE CUSTOMER, FROM THE TIME YOU FIRST ACCESS, BUY, DOWNLOAD, INSTALL AND/OR USE THE SOFTWARE OR ANY PART THEREOF IN ANY OTHER WAY, INCLUDING WHERE YOU HAVE PURCHASED THE SOFTWARE THROUGH THE COMPANY’S APOINTED AUTHORIZED PARTNER. IN THE EVENT YOU ARE ENTERING IN THIS AGREEMENT ON BEHALF OF A COMPANY OR SUCH OTHER LEGAL ENTITY, YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY REPRESENT AND CONFIRM THAT YOU HAVE FULL AND IRREVOCABLE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF AND BIND SUCH COMPANY OR LEGAL ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. IN THE EVENT YOU DO NOT HAVE FULL AND IRREVOCABLE AUTHORITY TO ENTER INTO THIS AGREEMENT OR IF YOU DO NOT IRREVOCABLY AND UNCONDITIONALLY ACCEPT OR AGREE WITH THE TERMS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT AND YOU WILL NOT BE ENTITLED TO ACCESS, DOWNLOAD, INSTALL AND USE THE SOFTWARE IN ANY FORM.

1. DEFINITIONS

For purposes of this Agreement in addition to the other defined terms set forth in this Agreement, the following terms shall have the meanings set forth below:
1.1. “Access” in relation to the Software means (i) the use or performance of the Software or (b) to use or otherwise benefit from the elements or functionalities of the Software;
1.2. “Agreement” or “License” means this License Agreement and its terms and conditions and includes any notices, policies, guidelines or conditions;
1.3. “Authorized Partner” of the Vendor means any distributor, business entity, organization who sells the Software on the basis of the separate agreement with the Vendor and is listed on the current list of partners. List of Authorized Partners of the Vendor is available on the Vendor’sSycope.com;
1.4. “Claim” means any claim, demand, action, threat, suit, litigation, arbitration, proceeding, investigation, inquiry or dispute resolution procedure of any nature (whether criminal or civil, in contract, tort (including negligence) or otherwise) for losses, damages, legal costs and other expenses of any nature whatsoever and all costs and expenses (including legal costs) incurred in connection therewith;
1.5. “Customer” means any business entity, organization, institution, office or government, territorial and local government, administration entity who either buys and/or downloads and/or installs and/or uses the Software;
1.6. “Confidential Information” means information as defined in Clause 6 of this Agreement;
1.7. “Date of Delivery” means the date of the delivery of the License key to the Customer by the Authorized Partner in reference to the Customer’s Order;
1.8. “Documentation” means the user documentation or technical documentation issued at any time, either in written or electronic form, relating to the Software and available on or in any way made available by the Vendor;
1.9. “License Key” means key granted by the Authorized Partner to the Customer following payment by the Customer to the Authorized Partner of the relevant License Fee enable Customer for the use and access of the Software.
1.10. “License Fee” means the fee paid by the Customer to the Authorized Partner of the Vendor and subsequently paid to the Vendor by its Authorized Partner of the Vendor.
1.11. “Maintenance” means the technical support services any updates and patches that Vendor makes available provided to the Customer by the Authorized Partner in 1st line and the Vendor in 2nd if that Vendor makes available upon purchase in accordance with Vendor then-current technical support services terms as applicable under the terms and conditions specified in Clause 5 hereunder
1.12. “Material Breach” means if you, the Customer: breach any of the terms and conditions of this Agreement including non-payment of the License Fee to the Authorized Partner of the Vendor, breach any of the terms and conditions of this Agreement and the breach is of such serious and significant nature that it is not capable of being remedied; or
1.13. “Perpetual License” means type of License authorizing the Licensee to use the Software without a time limit, with the functional scope described in the Documentation valid at the date of delivery of the Software to the Licensee;
1.14. “Test License” means type of License covering the Software in “Demonstration”, “Test” or “NFR” (not for resale) version (all referred to as the “Test License”) which authorizes the Customer to install a copy of a specific version of the Software in the single version and allows access to that copy of the Software only to the Customer’s Personnel, solely for the purposes of evaluation, provided that the maximum number of simultaneous authorized users does not exceed two and might be increased if necessary. The evaluation version shall be granted for a limited period of time as specified in the License Certificate. Unless otherwise agreed this period shall be thirty days from the date of installation;
1.15. “Software” means the software program available of Vendor’s price list publishedpassus.com;
1.16. “Parties” means the Vendor and the Licensee/Customer and “Party” shall mean either of them;
1.17. “Personnel or User” means (i) natural persons employed by the Licensee and/or (ii) natural persons who are independent contractors working in a Licensee’s entity and/or (iii) agents and/or representatives of the Licensee, who install or obtain access to the Software only on Computers or via Computers owned, leased or controlled by the Licensee;
1.18. “Order” means order for the Software issued by the Authorized Partner of the Vendor to the Customer.
1.19. Interpretation Generally:
In this Agreement, unless the context otherwise requires or unless otherwise specified:

  1. any reference to any statute, statutory provision or to any order or regulation shall be construed as a reference to that statute, provision, order or regulation extended, modified, amended, replaced or re-enacted from time to time (whether before or after the date of this Agreement) and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom (whether before or after the date of this Agreement);
  2. words denoting any gender include all genders and words denoting the singular include the plural and vice versa;
  3. all references to recitals, sections, clauses, paragraphs, schedules and annexures are to recitals in, sections, clauses and paragraphs of and schedules and annexures to this Agreement;
  4. headings are for convenience only and shall not affect the interpretation of this Agreement;
  5. words such as “hereunder”, “hereto”, “hereof” and “herein” and other words commencing with “here” shall unless the context clearly indicates to the contrary refer to the whole of this Agreement and not to any particular section, clause or paragraph hereof;
  6. in construing this Agreement general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things and general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words and any reference to the word “include” or “including” is to be construed without limitation;
  7. any reference to “Agreement” or any other document or to any specified provision of this Agreement or any other document is to this Agreement, that document or that provision as in force for the time being and as amended from time to time in accordance with the terms of this Agreement or that document;
  8. any reference to a person shall be construed as a reference to any individual, firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing;
  9. any reference to a person includes his successors, personal representatives and permitted assigns;
  10. “writing” or any similar expression includes transmission by facsimile;
  11. if any action or duty to be taken or performed under any of the provisions of this Agreement would fall to be taken or performed on a day which is not a Business Day such action or duty shall be taken or performed on the Business Day next following such day;

2. GRANTING THE LICENSE

2.1. Vendor hereby grants to the Customer, subject to the provisions of the terms and conditions of this Agreement, Perpetual/ Test a non-transferable and non-exclusive License to access, use, download and install the Software on a once off basis only as indicated in the Order, the number of authorized Users for Customer’s internal operations and businesses and pursuant to the terms and conditions of this Agreement. The Customer shall not use the Software for any purpose except as expressly licensed herein and in accordance with the provisions of this Agreement and Order with the stipulation and provided that the Licensee always adheres to the terms and conditions of this Agreement and pays the relevant License Fee directly to the Authorized Partner of the Vendor without the right to sub-license. If the License Type or the number of Users of the Software is not specified, the default License Type shall be the Test License, install on one instance and the default number of Users shall be 2 two). At any one-time the Customer may only actively use one version of the Software with the total authorized number of Users as indicated in the Order or in this Agreement.
2.2. In the event of a dispute arising in relation to the payment of the License Fee between the Customer and the Authorized Partner, any such dispute shall be directly resolved between the Customer and the Authorized Partner only and the Vendor’s liability is hereby excluded.
2.3. The Customer may not grant sub-licenses, leases, or other rights under this Agreement/License and/or the Software to any third party. The Customer shall not modify, adapt, reverse engineer, decompile, translate, disassemble or otherwise attempt to discover the source code of any of the Software, solely made available to the Customer in object code form or permit any of these things to happen, except as may be expressly authorized under the terms and conditions of this Agreement and/or except as expressly allowed by applicable, mandatory law governing the rights of the software licensees. The Customer shall not remove any copyright, trademark, or other proprietary notices of the Vendor as they appear in the materials provided by the Vendor hereunder. The Customer shall not be entitled to grant sub-licenses of its rights or the Software under this Agreement, except and unless as expressly permitted under this Agreement and only with the prior written consent of the Vendor.
2.4. Reservation of Rights:

  1. Except for the License expressly granted by Clause 2.1 of this Agreement, the Vendor reserves all its rights without limiting the scope of the preceding sentence, the Vendor grants no rights to any intellectual property other than the non-exclusive and non-transferable user rights for any intellectual property rights that subsist in the Software and reserves all its rights in full.
  2. As the License granted in Clause 2.1 is non-exclusive and non-transferable, the Customer acknowledges and agrees that this Agreement places no restrictions on the Vendor’s activities with respect to the Software. Without limiting the scope of the preceding sentence, the Vendor reserves for itself and its affiliates the irrevocable, worldwide, and royalty-free right to use the whole or any part of the License for any and all purposes, whether commercial or non-commercial. For the avoidance of doubt, and without limitation, such purposes shall include the purposes of supply, downloading, installing, selling, distribution, research, teaching and publication of the Software or any other such use of the Software as the Vendor in its sole discretion may deem appropriate.

3. DELIVERY/SUPPLY OF SOFTWARE

3.1. Unless expressly agreed to by the Parties in writing, the Vendor shall exercise commercially reasonable efforts to deliver the Software pursuant to the terms of this Agreement, by delivering the relevant link to download the Software and License Key access with such number of Users as are authorized for the time being in the Order to use the Software simultaneously. The License Key is delivered in reference to the payment of the License Fee. In the event the Customer does not make the relevant payment of the License Fee to the Authorized Partner the License Key will automatically expire and this Agreement with the exception of any provisions designed and expressed to survive its termination, will be deemed to be at an end.
3.2. The Software may contain third-party technology and documentation (TPTD) which are licensed for use with the Software only. If Software contains TPTD, it’s accessible subject to the applicable third-party terms contained either in an electronic file located in the Software or as appendix to Software documentation. Customer agrees to comply with all contractual commitments and restrictions regarding TPTD use.
3.3. The technical specification for the use of the Software effectively are specified in the Documentation. The Customer hereby irrevocably and unconditionally agrees to follow those conditions to use the Software effectively.
3.4. The Customer acknowledges and agrees that no other documentation, manuals or other written information shall be provided to it by the Vendor other than the Software and in accordance with the terms of this Agreement and the Order.
3.5. The Customer shall ensure that the Software and Documentation are of satisfactory quality and comply with all applicable laws and regulations.

4. INTELLECTUAL PROPERTY RIGHTS

4.1. All intellectual property rights in the Software and Documentation are and shall remain, the sole property of the Vendor.
4.2. Except as expressly permitted by this License or under Polish copyright law, the Customer may not personally or may not authorize or permit any other person or entity to:

  1. copy or modify (except as expressly permitted in the Documentation or this Agreement), distribute or create any derivative products of the Software;
  2. disassemble, decompile, reverse-engineer the Software or otherwise attempt to obtain a source code, information on Software architecture, structure, algorithms or any concepts used in the Software (c) sell or resell the Software;
  3. grant a License or sub-license of the Software, lend, lease, share the Software or make it available to any third party;
  4. make the password to the technical support services available to any unauthorized persons or entities;
  5. publish or disclose any information on the performance or other data that can be used for the comparison (benchmarking) of the Software;
  6. grant access to or use the Software for the purpose of designing or developing a competitive product or service.

4.3. The Licensee acknowledges and agrees that the Software and Documentation (including its design and structure) constitutes a trade secret of the Vendor. The Software is protected by copyright, intellectual property protection regulations applicable in the European Union and all such other relevant international agreements, laws and regulations.
4.4. The Customer shall inform the Vendor promptly if it becomes aware of any infringement or potential infringement of any intellectual property rights that subsist in the Software, and the Parties shall consult with each other to decide the best way to respond to such infringement and the Customer hereby irrevocably and unconditionally confirms that it shall provide all such assistance as required to prevent and/curtail any such infringement;
4.5. Notwithstanding any other provision, the Vendor shall have the exclusive right to determine whether or not any litigation shall be instituted, or other action taken in connection with any infringement or potential infringement of any intellectual property rights that subsist in the Software. The Customer shall not institute any litigation or other action in relation to any such infringement or potential infringement except with the prior written agreement of the Vendor.
4.6. Infringement of Third-Party Rights:

  1. If any warning letter or other notice of infringement is received by a Party, or legal suit or other action is brought against a Party, alleging infringement of third party rights in the manufacture, use or sale of the Software, that Party shall promptly provide full details to the other Party, and the Parties shall discuss the best way to respond; and
  2. The Customer shall not make any admissions in relation to any such allegation that may compromise the rights of the Vendor except the prior written agreement of the Vendor. Unless otherwise agreed in writing the Vendor shall have the exclusive right to conduct any proceedings relation to the Software, including any proceedings in relation to the alleged infringement of third-party rights in the use of the Software.

5. MAINTENANCE

5.1. Terms and conditions of Maintenance are available at the Vendor’s websitesycope.com and it is an express term of this Agreement that the Customer follows and complies with all of the terms and conditions of the Maintenance.
5.2. The initial maintenance term (the” Maintenance Term”) shall extend for a period of one year from the Date of Delivery.

6. CONFIDENTIAL INFORMATION

6.1. Confidential Information of the Vendor shall include all information of the Vendor disclosed to or within the knowledge of the Customer pursuant to the terms of this Agreement which the Vendor identifies as confidential or which the Customer should reasonably understand to be confidential including but not limited to the foregoing:

  1. Confidential Information of the Vendor shall include the Software (including object code and source code). All other technical or commercial information in respect of the information provided, in documentary form or by way of a model or in other tangible form, that at the time of provision is marked or otherwise designated to show expressly or by necessary implication that it is provided in confidence. In relation to the information that is communicated orally, any information that the Vendor or its representatives informed the Customer at the time of its disclosure was communicated in confidence or any copy of the foregoing.
  2. Confidential Information of the Customer shall include internal technical or other information.

6.2. During the term of this Agreement and thereafter, the Customer undertakes to the Vendor that it shall:

  1. maintain the Vendor’s Confidential Information obtained directly or indirectly as secret and in the strictest confidence using a reasonable degree of care, which shall be at least the same degree of care that the Customer uses to maintain its own Confidential Information of like importance;
  2. to use such Confidential Information only to carry out its obligations and exercise its rights under this Agreement and not for any other purpose;
  3. to disclose such Confidential Information only to those of its employees, contractors, agents and representatives to whom and to the extent such disclosure is absolutely necessary for the purposes of this Agreement;
  4. to ensure that all those to whom such disclosure of or access to such Confidential Information has been given, including its officers, directors, employees and professional advisers, comply with the provisions of this Agreement, and the Customer shall be liable to the Vendor for any such breach of this Agreement by any of the foregoing.

6.3. Exceptions to confidentiality obligations:
The provisions of Clause 6.1 and 6.2 shall not apply to Confidential Information which the Customer can demonstrate that:

  1. such Confidential Information has become generally available to the public or within the relevant;
  2. industry through no fault on the part of the Customer;
  3. the Vendor has made such Confidential Information available to other third parties without any obligation of confidentiality;
  4. the Customer rightfully had such Confidential Information in its possession, free of any obligation of confidentiality to the Vendor, prior to its disclosure by the Vendor;
  5. such Confidential Information was independently developed by the Customer independently of and without reference to any Confidential Information and the Customer can reasonably evidence this;
  6. the Customer rightfully obtained such Confidential Information from a third party with the right to transfer or disclose it without any obligation of confidentiality.

6.4. Customer may not disclose the results of any benchmark testing regarding the Software to any third party without first obtaining Vendor's written consent.
6.5. To the extent that the Customer is required to disclose any of the Vendor’s Confidential Information by order of the Court or other public body that has jurisdiction to order such disclosure, it may do so only on the basis that prior to making any such disclosure, the Customer shall notify the Vendor, unless the circumstances prohibit:

  1. Inform the Vendor of the proposed disclosure as soon as possible, in any event, no later than 5 (five) days after becoming aware of the proposed disclosure; and
  2. Permit the Vendor to make representations (written or otherwise) in respect of the disclosure and/or confidential treatment of the Confidential Information.

7. REPRESENTATIONS, WARRANTIES AND LIABILITY

Vendor represents, warrants and covenants to Customer as follows:
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENTHE SOFTWARE IS PROVIDED "AS IS," WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMISSIBLE BY LAW. WITHOUT PREJUDICE TO THE GENERALITY OF CLAUSE 7 AND 8, THE VENDOR SHALL NOT HAVE ANY OBLIGATIONS TO UPGRADE, BUG-FIX, PROVIDE SUPPORT OR MAINTENANCE SERVICES, OR PROVIDE ANY INFORMATION, ASSISTANCE OR CONSULTANCY IN RELATION TO THE SOFTWARE EXCEPT AS OUTLINED IN CLAUSE 5 OF THIS AGREEMENT.
7.1. The Software is provided “as is” and without any express or implied warranties, representations or undertakings unless otherwise outlined in this Agreement. When and if used in accordance with the Documentation and the requirements of this Agreement, the Software does not infringe any intellectual property right of any third party, and no actions or proceedings asserting such infringement is pending or threatened against Vendor.
7.2. The Vendor warrants to the Customer that the Software will comply in all material respects with the Documentation during the respective “Warranty Period”. “Warranty Period” means the period commencing on the Date of Delivery and is continued for 90 (ninety) days in relation to the Software covered by the Perpetual License and is excluded and shall not apply to Software covered by the Test License. The dispatch of a replacement or the provision of any updates or upgrades shall not extend the Warranty Period.
7.3. Without limiting the above statements, Vendor and group of affiliated businesses consisting of Vendor’s ultimate parent Vendor and direct and indirect subsidiaries, partnerships, joint ventures and related and affiliated business entities do not guarantee or warranty that:

  1. the Software is of satisfactory quality, fit for any particular purpose, complies with any sample or description, free from bugs, viruses or other harmful elements, uninterrupted, fault-free, safe, accurate, reliable and complete operation or results of the Software (b) the repair of any defects carried out by Vendor or a third party;
  2. the execution of individual requests for technical support by the Vendor or the fulfilment of the requirements or expectations of the Customer. None of the above provisions limits the validity of the guarantee or the conditions which may arise by law and which cannot be excluded, limited or modified in accordance with the within contractual restrictions.
  3. the Vendor has not performed neither any investigations into the existence of any third party rights that may affect the Software nor that the use of the Software, or use of the Documentation or the exercise of any rights granted under this Agreement will not infringe the intellectual property rights of any third party or any other person;
  4. that the Software and any other information communicated by the Vendor to the Customer under or in connection with this Agreement will produce products and services of satisfactory quality or fit for purpose for which the Customer intended or that any product will not have any latent or other defects, whether or not discoverable; or
  5. as imposing any obligation on the Vendor to bring proceedings or prosecute third parties for infringement of any intellectual property rights that subsist in the Software.

7.4. Indemnity:
The Customer shall indemnify the Vendor against all third-party claims that may be asserted against or suffered by the Vendor and which relate to:

  1. the use by the Customer of the Software;
  2. the development, manufacture, use, marketing or sale of, or any other dealing in, Software or
  3. Documentation, by the Customer, or by any other person, including claims based on product liability laws; or
  4. a breach by the Licensee of any laws or regulations.

7.5. Conditions for the Indemnity: if the Vendor seeks indemnification pursuant to Clause 7.4, the Customer shall provide prompt written notice to the Customer of the initiation of any action or proceeding that may reasonably lead to a claim for indemnification. Upon receipt of such notice, the Customer shall have the right to assume the defense and settlement of such action or proceeding, provided that it shall not settle any action or proceeding without the Vendor’s prior written consent. The Vendor and the Customer shall co-operate with each other in the defense of any such claim.

8. LIMITATION OF LIABLITY

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT WILL THE VENDOR OR ITS LICENSORS OR ITS AUTHORIZED AGENT BE LIABLE FOR ANY DIRECT OR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR OTHER LOSS OR DAMAGES, LOSS OF REVENUE, LOSS OF PROFIT, LOSS OF FUTURE BUSINESS OR LOSS OF DATA TO THE CUSTOMER OR ANY OTHER PERSON OR ENTITY HOWSOWEVER CAUSED OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE SOFTWARE, EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE AND ALL SUCH CLAIMS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMISSABLE BY LAW.
If notwithstanding the terms of this Clause 8,the Vendor is determined to have any liability to the Customer arising out of or in connection with the performance or contemplated performance of this Agreement or the Software, the Vendor’s total aggregate liability in respect of any one incident or a series of directly or indirectly connected incidents, in contract, tort (including without limitation negligence or breach of statutory duty), misrepresentation, restitution or otherwise, shall be limited to the amount actually paid by the Authorized Partner of the Vendor to the Vendor and received by the Vendor from the Authorized Partner for the Customer License in the 12 months preceding the date on which the Claim arose. The Vendor hereby excludes all and any liability of whatsoever nature and howsoever arising and is not responsible for any difference in payments made by the Customer directly to its Authorized Partner if and which may arise, and this is excluded by the Vendor to the fullest extent permissible by law.
8.1. Vendor will fully defend, indemnify and hold harmless the Customer from and against any and all liability (including reasonable legal fees) for any claims, suits, actions, demands and threats (collectively, “Claims”) as a result of direct proven infringement by the Vendor of a patent, copyright, trademark, trade name or trade secret or other proprietary right by the Software provided that the Customer gives prompt, written notice to Vendor of all Claims, cooperates reasonably with Vendor (at Vendor’s reasonable expense), and allows Vendor the sole right to defend, or at Vendor’s option settle, all such Claims.
8.2. The Customer hereby irrevocably agrees that the Vendor shall have no liability whatsoever under any provision of this Agreement with respect to any performance problem, claim of infringement or other matter to the extent attributable to any unauthorized or improper use or modification of the Software, or any unauthorized combination of the Software with other software, Product or Service.
8.3. Unless otherwise expressly set out in this Agreement, the total liability of the Vendor and the exclusive remedy of the Customer (“Limited Guarantee”), excluding any guarantees or statutory remedies (which, in accordance with the law, cannot be excluded or limited) shall include, according to the sole discretion of the Vendor, (i) attempt to repair possible errors or create ways to circumvent them or (ii) the reimbursement of any License fees paid by the Customer to the Authorized Partner and termination of this Agreement. Reimbursement of any fee may take place only after the Customer ceases to use the Software. The Vendor shall not be liable for any difference between the amount refundable by Vendor (if any) for the returned Software and the amount paid by the Customer directly to the Authorized Partner.
8.4. To the extent that the Vendor has any liability in contract, tort (including negligence), or otherwise under or in connection with this Agreement, including any liability for breach of warranty, its liability shall be limited in accordance with the provisions of and to such extent as outlined in Clause 8 of this Agreement. However, the limitations and exclusions of liability set out in this Clause 8 shall not apply to any indemnify against third party Claims given under Clause 7.4.
8.5. In no circumstances shall Vendor be liable for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by the Customer or its Affiliates that is (a) of an indirect, special or consequential nature; or (b) any loss of profits, revenue, data, business opportunity or goodwill.
8.6. Notwithstanding any other provision in this Agreement, nothing in this Agreement excludes any person's liability to the extent that it may not be so excluded under applicable law.

9. TERM AND TERMINATION

9.1. This Agreement is effective as of the Effective Date and subject to this the terms and conditions outlined herein shall continue thereafter indefinitely unless terminated earlier as provided for in this Agreement.
9.2. The Vendor may terminate this Agreement upon failure of the Customer to cure a Material Breach of this Agreement with immediate effect without the notice.
9.3. No fault termination
This Agreement is valid and effective upon the payment of the License Key granted to the Customer. In the event the Customer does not pay the License Fee this Agreement will automatically expire and this Agreement with the exception of any provisions designed and expressed to survive its termination, will be deemed to be at an end.
9.4. Upon such termination, Customer must destroy all copies of the Software and immediately cease to use any copy of the Software.
9.5. This Agreement may be terminated by the Vendor by giving [XXX] months’ notice in writing to the Customer (email notice is acceptable) at any time if it has reasonable concerns that any known or suspected use of the Software does not fall within the permitted use as outlined in this Agreement.
9.6. This Agreement may be terminated by the Customer by giving [XXX] years notice in writing (email notice is acceptable) at any time.
9.7. Termination of this Agreement by the Vendor in accordance with the rights contained in this clause shall be without prejudice to any other rights or remedies of the Vendor accrued prior to termination.
9.8. Upon termination of this Agreement for any reason:

  1. All rights granted to the Customer under this Agreement shall automatically cease;
  2. The Customer shall no longer be licensed to use or otherwise exploit in any way, either directly or indirectly, the Software, in so far and for as long as any intellectual property rights that subsist in the Software remain in force;
  3. The Customer irrevocably undertakes to immediately destroy or return (at Vendor’s sole discretion and option) to the Vendor all copies of the Software and any Confidential Information in its possession, custody or control at that relevant time and, in the case of destruction, certify and provide evidence to the Vendor that it has done so; and
  4. Subject as provided in this Clause 9.7, and except in respect of any accrued rights, neither Party shall be under any further obligation to the other.

9.9. In the event of termination of this Agreement the Customer shall not be entitled to any refund of the License Fee or any part thereof that has been previously paid.
9.10. Provisions of this Agreement that are either expressed to survive termination or from their nature or context it is contemplated that they are to survive such termination shall remain in full force and effect notwithstanding such termination.
9.11. The Vendor’s right of termination under this Agreement, and the exercise of any such right, shall be without prejudice to any other right or remedy (including any right to claim damages) that the Vendor may have in the event of a breach of contract or other default by the Customer.

10. GENERAL PROVISIONS

10.1. Assignment
Customer shall not, without the prior written consent of the Vendor, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Vendor may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
10.2. Law and Jurisdiction
This Agreement shall be governed by the laws of Poland and the Customer that the jurisdiction for any proceeding or action for the interpretation or enforcement of this Agreement shall lie inPoland .
10.3. Force Majeure
Neither party shall be liable for, nor shall either party be considered in breach of this Agreement due to, any failure to perform any obligations under this Agreement as a result of a cause beyond such party's control, including any act of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, pandemic or epidemic, fire, flood, earthquake, storm or other like event, disruption or outage communications, power or other utility, labor problem not involving employees or personnel subject to the direct or indirect control of the party claiming force majeure as a defense to performance, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such Party with reasonable care.
10.4. Notices
Any notice under this Agreement must be in writing and must be delivered by hand, email or sent by pre-paid registered post or recorded delivery post to the other party at its address set out in this Agreement or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in this Agreement. A notice delivered by hand will be deemed to have been received when delivered (or if delivery is not in normal business hours (being 9 am to 5 pm), at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid registered post or recorded delivery post will be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email will be deemed to have been received at the time of transmission.
10.5. Amendment
The terms and conditions of this Agreement may be amended from time to time at the sole discretion of the Vendor without the requirement of giving prior notice to the Customer and any such amendments will be notified to the Customer by the Vendor following any such amendment..
10.6. No Other Warranties
The Customer acknowledges that, in entering into this Agreement, it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by Statute law are excluded from this Agreement to the fullest extent permitted by law.
10.7. Waiver
No failure or delay on the part of the Vendor to exercise any right or remedy under this Agreement shall be construed or operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude further exercise of such right or remedy. A waiver of any breach of any provision in this Agreement shall not be effective unless that waiver is in writing and is signed by the Vendor. Waiver of any breach of this Agreement or use of Software will not constitute a waiver of any other breach.
10.8. Invalid Clauses
If any provision or part of this Agreement is held to be invalid or unenforceable, amendments to this Agreement may be made by the addition or deletion of wording as appropriate to remove the invalid part or provision but otherwise retain the provision and the other provisions of this Agreement to the maximum extent under applicable law.
10.9. No Agency
Neither Party shall act or describe itself as the agent of the other, nor shall it make or represent that it has authority to make any agreements or commitments on the other’s behalf.
10.10. Announcements
The Parties shall not be entitled to make or permit or authorize the making of any press release or other public statement or disclosure concerning this Agreement or any of the transactions contemplated in it without first obtaining the prior written consent of all of the other Party.
10.11. Entire Agreement
This Agreement sets out the entire agreement between the Parties hereto relating to its subject matter and supersedes all prior oral or written agreements, arrangements or understandings between them relating to such subject matter. The Parties acknowledge that they are not relying on any representation, agreement, term or condition which is not set out in this Agreement.
10.12. Export Control Regulations
Export Control Regulations mean any United Nations trade sanctions, Polish or EU legislation or regulation, from time to time in force, which impose arms embargoes or control the export of goods, technology or software, including weapons of mass destruction and arms, military, paramilitary and security equipment and dual-use items (items designed for civil use but which can be used for military purposes) and certain drugs and chemicals. The Customer shall ensure that, in exercising its right pursuant to this Agreement including the Software, it shall not and nor shall its affiliates, employees or sub-contractors breach or compromise, directly or indirectly, compliance with any Export Control Regulations.

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