End user agreement for EagleEyeOS Professional
EagleEyeOS End User License Agreement GENERAL PROVISIONS AND DEFINITIONS If the software includes the inscription (Not For Resale), (Kereskedelmi forgalomba nem hozható) or (NFR) then the software shall not be sold in commercial trade and it may only be used for demonstration, testing or educational purposes. If the software holds the tag (Special Edition), (Speciális változat) or (SE) then it contains special advantages or discounts for certain Users. In all other respects the provisions of the present agreement shall prevail. If the software holds the tag (Free Version), (Szabad felhasználás) or (FREE) then the software shall not be sold in commercial trade. Licensor does not claim any reimbursement in consideration for the use of the software. If the software holds the tag (Beta Version), (Beta változat) or (BETA) then the software shall not be sold in commercial trade. The software only serves for testing purposes and shall not be used under operative circumstances. In all other respects the provisions of the present agreement shall prevail. License Matrix: the available actual version contains all the capacity, limitations, services and other special possibilities related to certain programs. However Licensor is entitled to differ from the above rights or alter them without any prior notification. The License Matrix shall serve for orientation purposes only. Pricelist: the available actual version includes the pricing of the single softwares. License File: contains the user licenses belonging to the single softwares, which licenses are provided by Licensor to User in an integrated form and/or in a separately insertable form. License Policy: the available actual version contains the policy of Licensor in connection with the pricing, modifying, upgrading, etc. of the softwares. Those provisions included in the License Policy may not be considered as official proposals or obligations. Licensor does not take responsibility for the compliance of the above and Licensor is entitled to differ from the above rights or alter them without any prior notification. The License Policy shall serve for orientation purposes only. In certain cases User may upgrade the Free Version software to a larger capacity version. In such case the Licensor may claim for reimbursement for the license of the larger capacity version of the software. The availabilities of upgrading are included in the actual License Matrix. In all other respects the provisions of the present agreement shall prevail. SUBJECT OF THE AGREEMENT The present agreement shall apply to all licensed EagleEyeOS programs including the attached documentation and any kind of updating of any programs which fall under the scope of the connected services as described by the purchased license or by the documentation and the copies of the above listed programs (hereinafter together the (Software)). The Software received or downloaded by the User shall be subject to this agreement. The description of the Software is included in the attached and/or otherwise available documentation. TRIAL VERSION (NOT FOR RESALE) In case of certain products the User may test the Software before purchasing it. The testing license may be applicable at the download of the trial version of the Software and with the provision of the trial time limit license by Licensor or its resellers. The license is made available exclusively for the use of testing purposes, in some cases with limited capacity and limited number of computers and/or network and for a definite period of time which shall be calculated from the date of the download, delivery or installation of the Software. Licenses attached to certain products are included in the integrated and/or separately insertable License File. After the expiry of the definite trial period User is obliged to by the license from the Licensor or from its resellers, otherwise User shall stop using the Software and must destroy the Software. Licensor only provides support and other services in the cases detailed in the License Matrix, therefore Users granted with trial license are not provided with support and maintenance. INTELLECTUAL PROPERTY AND LICENSE RIGHTS The Software is the intellectual property of and is owned by the Licensor. The Licensor and/or its supplier shall remain the holder of all intellectual property and ownership rights related to the Software. The Software is protected by intellectual property and copyright law, including international laws, and by international treaty provisions. The license granted by Licensor to User is a non-exclusive license and does not cover the right of resale. The present agreement provides license to User only for the paid capacity and number of user right. All functions of the Software may only be activated at the given capacity and module to the permitted number of computers. Capacities related to certain programs are included in the actual License Matrix and the attached licenses are included in the integrated and/or separately insertable License File. The license right is valid in all countries of the world, except those in which the US laws and authority regulations otherwise govern the export of the US origin software component(s). Licensor shall not be liable for behaviors contradictory to the aforesaid. Licensor reserves all the rights, which are not expressly provided to User. NON-AUTHORIZED ACTIVITIES Such installation and use of the Software, which conflicts the provisions of this agreement or any other related documentation. Copy of the Software except the making of a backup copy provided that such copy is necessary for the use. Any kind of assignment and transfer of the license right to third parties either free of charge or against consideration. Transfer of the copy of the Software to any third party, or forwarding the Software to a third party’s computer via email or other electronic way, or providing the availability for third parties to make any copies of the Software. The making of any modification, adaptation or translation by using the complete Software and/or attached files or any part of those, the correction of eventual errors and the rent, lease, sublicense and resale of the Software or any part of it (including but not limited to the databases containing the log file, the network communication, encryption and the security protocol). The reverse engineering, decompiling, disassemble the structure of the Software or any part of it (including but not limited to the databases containing the log file, the network communication, encryption and the security protocol) to reveal its defaults, or otherwise attempt to reduce the Software into a more comprehensible form whereas the Software contains or may contain business secrets. Using of the documentation to alternate purposes than the support of the software use. The right to use the documentation attached to the Software is only provided for internal purposes and shall not cover the use for commercial guidance. Making available the received License File (which contains the decryption and the User’s data, etc.) for third parties. Altering such components of the Software’s feature which refer to Licensor’s rights exercised in connection with the Software. Lend, rent or lease of the Software or any part of it and the establishment of a commercial operation service in a direct or indirect form. In the course of using the Software disclosing, distributing and/or supplying of such software or content (or its updates) which is not expressly related to the products and services of Licensor. ADDITIONAL TERMS AND CONDITIONS OF THE LICENSE The license and its fees do not cover the costs of the necessary hardware, operation system (loading and executing environment) and of the other information technology infrastructure. In case of certain products Licensor may grant the opportunity to User to install the program or parts of it to further computers beyond the paid and permitted licenses. In these cases the permitted number exceeding the paid user licenses, the related capacities and its prices are included in the actual License Matrix and the attached licenses are included in the integrated and/or separately insertable License File. Licensor grants error-correcting to the certain programs. Error-correcting related to certain programs are included in the actual License Matrix and the attached licenses are included in the integrated and/or separately insertable License File. Licensor provides other services to certain products for free or against remuneration. Available services related to certain programs are included in the actual License Matrix and the attached licenses are included in the integrated and/or separately insertable License File. For the completion of its obligations set forth in this agreement Licensor is entitled to use subcontractors. USE AND ACTIVITY ACCOMPANIED WITH INCREASED RISK The Software was developed and distributed for general use and not for the purpose of satisfying certain separate user needs. User expressly accepts that the program is not fail-safe, and we highly recommend to User to provide for adequate testing before use and to ensure regular saving of its data. Unless it is not detailed otherwise expressly in the product documentation, the Software is not fail tolerant and due to its design and implementation it is not suitable to be used as a real time control application requiring fail-proof operation in dangerous environment (nor to be sold for such user purposes). Therefore it may not be used among such circumstances where the error of the Software may directly cause death, personal injury, or severe financial or environmental damage. Licensor and its partners specifically decline all explicit and presumptive liability related to the suitability for activities accompanied with increased risk. User is obliged to pay a fee in consideration for the license described by the License Matrix, the price of which is included in the actual Pricelist. The services related to certain programs are included in the actual License Matrix and the attached licenses are included in the integrated and/or separately insertable License File. WARRANTY AND LIABILITY The Software is made available only on an (as is) basis without any warranty. The Licensor does not acknowledge warranty or indemnity of any kind express or implied including but not limited to the rights, title, abstaining from breach, merchantability or fitness for any particular purpose. Licensor makes no warranties to integration, accuracy, availability, security or to any other respect of the Software or of the attached documentation. Risks arisen from the results and performance of the Software and its documentation shall be born entirely by the User. In connection with the Software Licensor only makes the above limited warranty irrespective of their nature. Written or oral information or proposal provided by the Licensor, its resellers, agents or employees shall not serve for the basis of any warranty or indemnity obligation and those shall not extend the limited warranty mentioned above, such information or proposal may not serve for reference either. Certain states do not allow the exclusion of presumptive warranties; therefore, you may not be concerned in respect of the above limitation, and there may be further legal differences according to certain states. Under no circumstances will Licensor or its suppliers be liable for any special or incidental, direct or indirect damage, including but not limited to any loss of revenue or profit, lost or damaged data or other commercial or economic loss related to the use or reliance upon the Software and its documentation. Certain states do not allow the exclusion or limitation of liability for direct or indirect damages; therefore, you may not be concerned in respect of the above exclusion or limitation. Under no circumstances will Licensor be liable for any damage attributable to the efficiency or the lack of efficiency of the program. Under no circumstances shall the maximum liability of Licensor for real damages occurring for any reason exceed the fee paid in consideration for the Software. When establishing the license fee the sum of the above detailed consideration for the limitation of Licensor’s liability was taken into consideration as well. Provisions of this agreement do not derogate the essential statutory rights of the parties as consumers. OTHER RIGHTS AND OBLIGATIONS OF THE PARTIES In the course of using the Software User shall be obliged to fully comply with the intellectual property regulations of the respective laws and of this agreement. User shall use its best efforts to prevent the use of the Software by unauthorized third parties. In respect of the above obligation apart from the employees of the Licensor all natural and legal persons shall be treated as unauthorized third parties. Should User fail to comply with any of its obligations Licensor shall be entitled to terminate this agreement with immediate effect. User is obliged to pay a fee in consideration for the license described by the License Matrix, the price of which is included in the actual Pricelist. The services related to certain programs are included in the actual License Matrix and the attached licenses are included in the integrated and/or separately insertable License File. User may only use the Software in accordance with the paid user rights. Should User violate such obligation Licensor shall be entitled to terminate this agreement with immediate effect. Licensor is entitled to indicate the Software made on the basis of this agreement and the fact of providing services as a reference work by making reference to User. Intellectual property rights related to all development made to the Software, irrespective of what party has initiated it or whose idea provides the basis for that, shall be owned by Licensor. The use of such developments by User may only be feasible on the basis of a separate agreement and in consideration of a separate fee. User approves that Licensor will collect and use the technical data acquired in the course of the provision of support services. Licensor will exclusively use such data to improve the Software and to provide customized services or technologies to User. Licensor may not disclose data in any way which would lead to the personal identification of User. TERM AND EFFECT OF THE AGREEMENT This agreement enters into effect with the installation of the Software by User. Upon entering into effect this agreement will supersede all other oral or written agreement concluded by the parties in connection with any matters settled in this agreement. Validity period of the license rights is included in the License Matrix. User shall be entitled to the license right commencing the day when the due license fee has been credited on Licensor’s bank account. Until such date User may not use the Software, or may use it in accordance with the content of the License Matrix. Before expiry User may not return the license. The license agreement may not be terminated before the expiry of the definite validity period. If the license right of User otherwise terminates (expires) the User is obliged to stop using the Software within 5 days from termination, remove the Software from the server and make sure that the Software will be deleted from the computers and other equipments connected to the server. The present agreement shall remain in effect as long as User uses the Software, except otherwise regulated by this agreement. TERMINATION OF THE AGREEMENT Licensor is entitled to terminate this agreement or certain parts of it with immediate effect if User overruns the limitations of the license right set forth within this agreement, or otherwise seriously breaches any of its material obligations regulated in this agreement. Should the agreement be terminated before the expiry User shall not be entitled for the repayment of fees. GOVERNING LAW, LEGAL DISPUTES This agreement shall be governed by and construed in accordance with the Hungarian law. With respect to matters not discussed under this agreement the effective laws of the Hungarian Republic shall be applied. Any and all disputed matters arising in connection with this agreement shall be settled by agreement of the parties. Should such settlement fail to lead to an agreement between the parties within 30 days from the initiation thereof the parties hereby submit themselves under the exclusive competence depending on authority of the Courts of the Central Districts of Pest (Pesti Központi Kerületi Bíróság) or the Municipal Court (Fõvárosi Bíróság). VIS MAIOR Non of the contracting parties shall be liable to the other party, nor will the parties be defaulting or breaching the agreement if the completion of an obligation is hindered by an event falling outside of any of the parties’ interests. In case a vis maior event occurs the affected party shall make its best efforts to notify the other party and if reasonably possible the affected party shall make its best efforts to continue with the fulfillment of its obligations. Within the legal affairs regulated in this agreement any and all event shall be treated as vis maior which may not be influenced by the given party and the party is not capable to give rise to nor to prevent such event hindering the appropriate completion of the agreement. Especially the followings shall be treated as vis maior: natural disasters, war, terrorist acts, blockades, revolution, rebellion, quarantine, secularization, nationwide strike, actions or failure of actions of state or other legislative organs effected after the entering into force of and hindering the completion of this agreement. LEGAL STATEMENTS Any and all statements in connection with the conclusion of the present agreement may only be made valid in writing. Written statements shall be delivered in person against a delivery receipt, or by recorded and registered mail. In case of registered mail the postal matter shall be considered as delivered and received also if the actual delivery was failed due to the following reasons: the addressee did not seek for, did not take over or simply rejected the receipt of the statement at its address indicated in its order, or moved from its address indicated in this agreement without the prior written notification of the other party. This agreement (including any of its completion or amendment integrated in or made to the attached software) construes the complete and whole agreement concluded between User and Licensor with respect to the Software and the product support services. The present agreement supersedes all prior or simultaneous, oral or written notices, proposals or statements pertaining to any other matters settled in this agreement. If the conditions of any of the Licensor’s promotion or initiative related to product support services conflicts the provisions of the present license agreement the terms of this agreement shall prevail. If any part of this agreement is found void, unenforceable or illegitimate it will not affect the validity of the balance of this agreement, which shall remain valid and enforceable according to its terms. With respect to updates of the Software or certain components thereof Licensor may propose a New End License Agreement. Should User accept the New End License Agreement and consequently entirely agree with the terms thereof then this agreement will be superseded by the New End License Agreement, which shall prevail in respect of the Software. If User does not accept the New End License Agreement then User is not entitled to use the update. User read, approved and accepted the terms and conditions set forth under this agreement.