SOFTWARE LICENSE AGREEMENT
Version: 2.3 Date: June 19th, 2006
- Single and multi user license -
Please read this software license agreement carefully before installing and using the software on your computer(s). The software may be installed only if you accept the provisions of this software license agreement as binding for you. By using the software, you expressly declare your consent with the following license terms.
Please further read the important note, which is attached to the Agreement herewith as Schedule “1”.
Article 1 Subject of the Agreement, Scope
1. Grisoft Limited ("Licensor") will transfer software for use to the customer ("Licensee") as provided by this Agreement. Other software rights remain entirely with the Licensor. The software is sold exclusively through download from the Licensor's servers, where applicable, after entry of the data required for payment of the license fee that might be due, or through sale by authorized partners of the Licensor.
2. In addition, the General Terms and Conditions of Grisoft Limited shall apply. In case the provisions of this License Agreement and the provisions of the General Terms and Conditions contradict each other, the provisions of this Agreement shall take priority.
Article 2 Copyright
1. The software is copyrighted according to the provisions concerning computer program protection. The copyright especially includes program code, documentation, appearance, structure and organization of program files, program name, logos, and other forms of representation within the software. Any rights resulting from the copyright, including the right for exclusively commercial use, pertain to the Licensor as the manufacturer. It is expressly prohibited for the Licensee to sell the freeware version of the software or to commercially sell it in "bundles" or any other form without the Licensor's written consent.
2. If company secrets are disclosed to the Licensee during the use of his license, he undertakes to keep these secrets for an unlimited time. The Licensee especially undertakes to keep secret software and documentation and not to disclose them to any third party, neither as a whole nor in part, or pass them to any third party, unless he is permitted to do so according to the provisions of this Agreement or another written agreement with the Licensor.
3. Copyright labelling, serial numbers as well as any other characteristics for program identification must by no means be removed or modified.
Article 3 Rights of Use
The following stipulations shall apply to the transfer of rights of software use. In case the Licensee does not abide by these stipulations, the Licensor shall be entitled to cancel the right of use as provided by this Agreement without prior notice at any time and, effective immediately, Art. 3 lit. a) sect. 5 shall apply.
a) License Scope
1. The Licensee shall be granted a single, non-exclusive right of use of the software freeware version unlimited in time, as well as, after complete and unconditional payment of the license fee, a single, non-exclusive, right of use of the software full version limited in time.
2. The Licensor shall be entitled to cancel the temporally unlimited transfer of the right of use of the software freeware version without giving reasons. The freeware version shall only and exclusively be used by private users in their private domain.
3. The Licensee shall have only the revocable right to use the full version of the software until the complete payment of the remuneration due. If the Licensee is in default with the payment, the Licensor can revoke the use of the full version for the period of delay in payment.
4. Any data processing devices (e.g. hard disks and central units) to which the software will be copied completely or in part, short-term or permanently, shall be located in the Licensee's premises and in his immediate possession.
5. If the contractual right of use is cancelled or if it expires with lapse of time or for any other reason, the Licensor may deactivate the Licensee's license keys. In that case the Licensee shall hand over to the Licensor the software, any copies he might have made as well as the documentation. If software and copies cannot be handed over physically for technical reasons, the Licensee shall delete them and confirm this in writing to the Licensor.
6. The software shall not be used with or in connection with the operation of nuclear power plants, airplanes, communication systems, flight monitoring, as well as life-preserving equipment or other productive systems. In such cases a software error can lead to deaths, personal injuries or severe property and environmental damage.
b) Account Data/License Codes and Updates
1. If using a software version subject to costs, the Licensee must have a valid license code made out to the Licensee in order to be able to install, use and update the software.
2. The Licensee may not, not even in parts, circulate the license code transmitted to him to any third party. He shall keep secret all access data / license codes communicated to him for potential accounts/logins. The Licensee is fully liable for damages resulting from unauthorized circulation.
3. The Licensor reserves the right to block accounts/license codes that have not been paid for by the user in due time or that stood out through a very high number of updates until settlement of the matter and thus to prevent further access to login, the full software functionality and online updates.
c) Reproduction
1. The Licensee may reproduce the software as far as this is required for using the software. The required reproductions include installation of the software on the hard disk of the implemented hardware and loading the software into the main memory.
2. The Licensee may copy the individual software on a permanent data medium once each for the purpose of data backup. Software backup copies shall be expressly identified as such.
3. Other reproductions (including output of program code on a printer and printing and copying the program description) shall not be permitted.
d) Multiple Use
1. Upon a change of data processing equipment, the Licensee shall delete the software from the hard disk of the hardware used so far. He shall not store, keep on hand or use the software intended for one workplace on more than one hardware at a time. It shall not be permitted to use the software intended for one workplace within a network or other multiple station computing system, as far as this enables the simultaneous multiple use of the software.
2. If the software is licensed for the use on multiple computers/workstations, the software must not be installed on more computers/workstations as it has been granted by the license.
e) Circulation
1. The Licensee may circulate the software and the pertaining documentation on a continuing basis to third parties only under the condition that the acquiring third party accepts the provisions of this Agreement concerning copyright and right of use as binding for him. If, however, the Licensee circulates the full version, he shall no longer be permitted to use the software upon circulation. When circulating the full version the Licensee shall either hand over any software copies to the acquiring third party or destroy the copies not handed over.
2. The software shall not be rented out for profit-making purposes. The Licensee may commit the software on a time-limited basis, if the third party accepts the provisions of this Agreement concerning the right of use as binding for him, and the Licensee, in case of time-limited commitment of the full version, hands over any software copies including any potential backup copies or destroys the copies not handed over. During the software commitment to a third party the Licensee shall not be allowed to use the full version of the software.
3. The Licensee shall immediately inform the Licensor in written form on any use of third parties and any circulation providing the third party's statement of submission under the provisions of the License Agreement. He in particular shall disclose name and address (including e-mail address) of the acquiring party or the hirer and the contract provisions on which the resale or rerenting is based.
4. The Licensee shall not allow a third party to use the software or circulate the software to a third party in case the third party is suspected to contravene the provisions of this Agreement concerning the right of use.
f) Decompilation and Program Modifications
1. Retranslation of the program code provided into other code forms (decompilation) and other methods of reverse development of the different software production stages (reverse engineering) shall not be permitted. In case interface information should be required for establishing interoperability of an independently created computer program, this can be requested - as far as the Licensor is able to provide such information - from the Licensor or a third party to be specified by him against a minor contribution to expenses.
2. Translation, editing, arrangement and other software revisions, as well as parts thereof, and reproduction of the results achieved by this shall be permitted only as far as required for the Licensee's use of the software.
Article 4 Warranty / Liability
1. The agreed nature of the merchandise shall be the usability of the program package according to the program description released by the manufacturer or the Licensor and valid at the time of delivery to the Licensee. Furthermore, it is considered agreed upon that the program has been properly recorded on an approved data carrier, and in case of sale per download that the program package is available for download by the Licensee on the Licensor's server. If the Licensee is an entrepreneur, public statements or advertisements of the manufacturer, in addition to the agreed nature, do not represent a contractual statement on the nature of the merchandise.
2. No warranty shall be granted by the Licensor concerning the agreed nature nor anything beyond.
3. If the Licensee is an entrepreneur, the Licensor shall provide warranty for defects at his option through subsequent improvement or through replacement. If the Licensee is a consumer, he can initially choose between subsequent improvement or replacement. The Licensor shall be entitled to refuse the type of subsequent performance chosen, if this is only possible at disproportionate expenses, and the other type of subsequent performance will be without substantial disadvantages for the consumer.
4. The Licensee can generally demand either reduced payment (depreciation) or cancellation of the contract (rescission), if subsequent performance fails twice. In case of a minor breach of contract, especially minor defects, the Licensee does not have a right of cancellation.
5. If the Licensee, after failed subsequent performance, chooses to cancel the contract, he shall not be entitled to additional claims for damages due to the defect. If the Licensee, after failed subsequent performance, chooses to demand damages, the merchandise will remain with the Licensee if this seems reasonable. The compensation granted shall be limited to the difference between purchase price and value of the deficient item. This shall not apply if the Licensor fraudulently caused the breach of contract.
6. The warranty period shall be one year for entrepreneurs and two years for consumers from the date of delivery. This shall not apply if the Licensee did not notify the defect in due time.
7. If the Licensee receives a deficient installation manual, the Licensor shall only be obliged to deliver a flawless installation manual (also electronically) and that only if the deficiency of the installation manual impedes proper installation.
8. In case of an only negligent breach of duty by the Licensor, his legal representatives or his subcontractors, the Licensor's liability shall be limited to the immediate damage predictable due to the type of merchandise and typical for the contract. The Licensor is not liable to entrepreneurs for slightly negligent breach of nonessential contract duties. These limitations of liability shall not affect the Licensee's product liability claims. Furthermore the limitations of liability shall not apply to injuries to body or health attributable to the Licensor or in case of the customer's loss of life.
9. The Licensor can be made liable at the maximum to the amount of the purchase price of the relevant product.
10. The Licensee's damage claims due to a defect shall expire by limitation one year after delivery of the merchandise. This shall not apply if the Licensor can be accused of gross negligence, and in case of attributable injuries to body or health or the Licensee's loss of life.
11. The Licensor shall not assume responsibility if program versions are modified or edited, unless the Licensee proves that existing defects are not at all associated with the modifications or editions.
12. Further liability claims of the Licensee shall be expressly excluded, no matter for what legal ground. The Licensor shall especially not be liable for loss of data, damage to data carriers or other programs, business interruptions, and the like. The above limitation of liability shall not apply if the liability is due to intent or gross negligence.
Article 5 Reduction of Damage and Examination Duties
1. Due to the close linking of other software with the product, loss of data may occur in case of product failure or defects or in case of misapplication. Therefore the Licensee is required to make backup copies of his data base at periodic intervals in order to avoid potential damage arising from such loss of data.
2. The Licensee has had the chance to take note of the product description and assures to have gained a comprehensive survey of opportunities, chances and risks arising from the use of the product prior to purchase, using the information provided by the Licensor personally or in the product description. The Licensee assures to have made inquiries especially on the risks involved with the product use (false alarm problems, possibility of data loss, product resistance of some programs endangering safety) and that he uses the product in awareness of these risks.
3. Entrepreneur-Licensees are required to report in writing any noticeable defects within a period of one week after receipt of the merchandise, otherwise warranty claims will be excluded. For observance of the deadline it shall be sufficient to send the merchandise in due time. The entrepreneur shall bear the burden of proof for the claim preconditions, especially for the defect itself, the time of identification, and for the timeliness of the notification of defects.
4. If the consumer-Licensee finds the merchandise in a noncontractual condition, he is required to inform the Licensor in writing on obvious defects within a period of two months after the time of identification. Relevant for observance of the deadline is the reception of the information by Licensor. If the consumer fails to give this information, any warranty claims will expire two months after identification of defect. This shall not apply in case of fraudulent intent on the part of the Licensor. The consumer shall bear the burden of proof for the time of identification of the defect. If the consumer's decision to purchase the item was based on unfounded statements on the part of the manufacturer, the consumer shall bear the burden of proof for his purchase decision.
Article 6 Miscellaneous
1. This Agreement shall be governed by the laws of the Cyprus, excluding the "United Nations Convention on Contracts for the International Sale of Goods'' .
2. Jurisdiction for any disputes arising from the contract relation, including procedures of producing documentary, cheque and bill evidence, in the course of business dealings shall be the Licensor's business location. The Licensor may also take legal action against the Licensee at the business location of the latter.
3. The Licensee expressly authorizes the Licensor to contact the Licensee in case this should be required due to incompatibilities, problems or product failures, in order to ask for the Licensee's participation in problem analysis or to inform him about approaches to solving the problem or the error itself. The Licensor, however, is not obligated to establish such contact. The Licensee may not derive any rights from non-established contact exceeding the contractual warranty claims.
4. The Licensee may not - subject to deviant provisions in this Agreement - transfer individual rights from this contract, as well as the contract as a whole, to third parties, unless the Licensor gives his express written consent hereto. The Licensor shall give his consent if the Licensee's legitimate interests in the transfer of rights outweigh the Licensor's interests.
5. No subsidiary agreements have been concluded. Modifications of this Software License Agreement must be made in text form. The same shall apply to the cancellation of the text form clause.
6. In the event that provisions of this Agreement are or become invalid entirely or partly, this shall not affect the validity of the other Agreement provisions.
The Licensor's address for service of summons is:
2-4, Archbishop Makarios III Avenue, Capital Centre, 9th floor, 1505, Nicosia, Cyprus.
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