End User License Agreement
1. Definitions
In this End User License Agreement the following expressions shall have the following meanings assigned to them unless the context expressly provides otherwise:
"Documentation" - A description of functionality, installation and use of the Software issued from time to time by Seavus Group either in hardcopy or in digital form.
"IT-system" - The Licensee installation of Computers, Servers, Network etc. on which the “Software” shall operate regardless of whether the IT-system is operated by the Licensee itself or by a third party.
"Licensor"- Seavus DOOEL a Company incorporated under the laws of Macedonia part of the Seavus Group or the entity holding the copyright to the Software.
"Licensee" - The legal entity accepting this End User License Agreement and where the context permits, the subsidiaries, Parent and Group Companies of the Licensee.
"Maintenance" - According to the provisions of the License purchased if Maintenance is included then it represents:
- Free support via phone and email including with response time of 4 hours if the request is received within the normal working hours, 1 hour of free online assistance through Go-To-Meeting web service.
- Free access to all updates, upgrades, revisions, additions, modifications, enhancements, documents, new versions, new and custom releases of the Software, as the context may require.
"Maintenance Release" - Any version of the Software or part of the Software prepared by or on behalf of the Licensor to correct an error or failure of the Software to comply with the Documentation or an operational failure by the Software.
"Maintenance Agreement" - The agreement for provision of maintenance in respect of the Software as executed by the Parties.
"New Release" - Any enhanced or modified version of the Software from time to time issued by the Licensor.
"Seavus Group" - The group of companies that is producing, supporting and/or selling software and consultancy services worldwide under the trademark/company name "Seavus".
"Software"
(a) DropMind® software produced by Seavus DOOEL Skopje in the version obtained by the Licensee.
(b) Upgrades, modified version, updates, additions if any obtained by the Licensee under a Software Maintenance Agreement with the Licensor (collectively, "Updates").
"Use" or "Using" - To access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation.
"Permitted Number" - The number of users for whom the Licensee from time to time has bought a valid license.
"Trial Version" - A version of the Software, to be used only to review, demonstrate and evaluate the Software for a limited period of time.
The Trial Version may have limited features.
"Trial period" - Period of time in which the Licensee can use the Software in order to review and evaluate its characteristics.
"Beta Version" - A version of the Software, to be used only to review, demonstrate and evaluate the Software for a limited period of time.
The Beta Version may have limited features.
"Beta Period" - Period of time in which the Licensee can use the Software in Beta Version in order to review and evaluate its characteristics.
2. Software License
2.1 Scope
By accepting this End User License Agreement (the "Agreement"), the Licensee obtains a non-exclusive license to use the Software on its IT-system for the purposes described in the Documentation.
2. 2. General use
The Licensee may install and/or use a copy of the Software on its IT-system only up to the Permitted Number of users. It the number of users exceeds the number of Permitted users additional License shall be purchased.
2.2 Trial Use
The Licensee may install and/or use a Trial Version of the Software on its IT system/environment but only up to the Permitted Number of users and for the specified period of time. After the expiration of the trial period the Licensee shall cease using and shall uninstall the Software and all of its components from his system/environment or purchase a license.
2.3. Beta Use
The Licensee may install and/or use a Trial Version of the Software on its IT system/environment but only up to the Permitted Number of users and for the specified period of time. After expiration of the Beta period the Licensee shall cease using and shall uninstall the Software and all of its components from his system/environment or purchase a license.
2.4. Server Use
Server components of the Software are licensed for a licensee.
Provided that licensee’s usage is within the limits given in licensee’s valid license, licensee may install and use copies of server components of the Software on one or several computer file servers as it best suits the licensee company network topology and geographical distribution of organizational units.
2.5. Back up copy
Licensee may make one or more backup copies of the Software, provided the backup copies are not installed or actively used on any IT-system. Licensee may not transfer the rights to a backup copy unless Licensee transfer all rights in the Software as provided in Section 4.
2.6. Updates
If the Software is an update to a previous version of the Software, (New Release or Maintenance Release) Licensee must possess a valid license to such previous version in order to use the update.
Licensee may continue to use the previous version of the Software on Licensee’s IT-system after Licensor has released the update.
Licensee shall acknowledge that any obligation Licensor may have to support a previous version of the Software may be fulfilled upon availability of an update/new version of the Software.
Licensee acknowledges that the access to New Release of the Software may be subject to payment or entering into a maintenance agreement with Licensor.
3. Intellectual Property Rights
The Software and any copies the Licensee is authorized to make are the intellectual property of and owned by the Licensor. The structure, organization and source code of the Software are valuable trade secrets and confidential information of Licensor.
The Software is protected by copyright, including without limitation by international treaty provisions and applicable laws in the country in which it is being used.
The Licensee may not copy the Software, except as set forth in Section 2 ("Software License").
Any copies that the Licensee is permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software.
The Licensee agrees not to modify, adapt or translate the Software.
The Licensee also agrees not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent it may be expressly permitted to decompile under applicable law, or if it is essential to do so in order to achieve operability of the Software with another software program, provided that the Licensee has first requested the Licensor to provide the information necessary to achieve such operability and the Licensor has not made such information available within reasonable time. The Licensor shall be entitled to impose reasonable conditions and to request payment from the Licensee of a reasonable fee before providing such information. Any information supplied by the Licensor or obtained by the Licensee as permitted hereunder, may only be used by the Licensee for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the "Software". Requests for information should be directed to the Licensor.
Except as expressly stated above, this Agreement does not grant Licensee any intellectual property rights in the Software.
"Seavus" and "DropMind" are registered trademarks belonging to the Seavus DOOEL Skopje.
4. Transfer
The Licensee may not, rent, lease, sublicense or authorize all or any portion of the Software to be copied and used by another person or legal entity.
5. Confidentiality
We respect and protect your privacy. The licensor will maintain all user created data and information in strict confidence (unless a user wishes to publish it). The licensor will take the same care to protect Licensee's information as would do with information that belongs to the licensor itself.
6. Multiple Environment Software / Multiple Languages
Software / Dual Media Software / Multiple Copies/ Bundles / Updates
If the Software supports multiple platforms or languages, if Licensee receives the Software on multiple media, if Licensee otherwise receives multiple copies of the Software, or if Licensee receives the Software bundled with other software, the total number of users may not exceed the Permitted Number.
7. Warranty
Licensor warrants that it has sufficient right and interest in the Software to grant the licenses granted above. Licensor shall defend, indemnify and hold harmless Licensee from and against any and all damage, cost and expenses (including reasonable attorneys' fees) incurred as a result of any claim, suit or proceeding brought against any based on a claim that the use of the Software constitutes an infringement of any patent or copyright, or an unauthorized trade secret use; provided that Licensor has been notified promptly in writing of such claim, and given authority, information, and assistance (at Licensor's expense) to handle the claim or the defense of any suit, proceeding or settlement.
In the event that the Software or any part thereof is in such suit held to constitute an infringement and/or its further use is enjoined, Licensor shall, at its own expense and at its option either:
a) Procure for Licensee the right to continue the use of the Software, or
b) Replace the same with non-infringing Software of equivalent function and performance, or
c) Modify Software so that it becomes non-infringing without detracting from function or performance.
Should none of these measures prove successful in spite of Licensor using its best efforts, Licensor will refund the aggregate amount of all license fees paid to Licensee.
8. Refund Policy
If you purchase our product, after your payment has been cleared you will receive an e-mail with the purchase code to activate the software. Once this information is e-mailed to you, no refunds will be given. We have this policy since it would be impossible for you to return your registered version of our software.
Ordering a software license signifies that you have read and that you agree with and fully accept the terms of this refund policy.
9. Disclaimer
THE FOREGOING LIMITED WARRANTY STATES THE SOLE AND EXCLUSIVE REMEDIES ON PART OF THE LICENSEE FOR THE LICENSOR’S BREACH OF WARRANTY. THE LICENSOR DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS THE LICENSEE MAY OBTAIN BY USING THE SOFTWARE.
EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE IN THE LICENSEE’S JURISDICTION, THE LICENSOR MAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESSED OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
The provisions of this section 7 shall survive the termination of this Agreement, whatsoever caused, but this shall not imply or create any continued right to use the Software after termination of this Agreement.
10. Limitations of liability
IN NO EVENT SHALL THE LICENSOR BE LIABLE TO THE LICENSEE FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A REPRESENTATIVE OF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN THE RELEVANT JURISDICTION. THE LICENSOR’S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY.
11. Governing law
This Agreement will be governed by and construed in accordance with the substantive laws in force in the Republic of Macedonia. The Macedonian courts shall have jurisdiction over all disputes relating to this Agreement.
12. General Provisions
If any part of this End User License Agreement is found void and unenforceable, it will not affect the validity of balance of the Agreement, which shall remain valid and enforceable according to its terms.
This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified by a writing signed by an authorized officer of the Licensor.
Updates may be licensed to Licensee by the Licensor with additional or different terms.
This is the complete agreement between the Licensor and the Licensee relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
13. Compliance with Licenses
This copy of DropMind® uses Qt4.5 Library, and its use is covered by "LGPL License agreement".
The Licensee shall be obliged - upon request from the Licensor - within thirty (30) days to fully document and certify that use of any and all of the Licensor’s Software at the time of the request is in conformity with the valid licenses terms and conditions.
Licensor shall have the right to inspect the premises of Licensee to satisfy itself of compliance if the presented documentation does not convince Licensor of compliance.
LICENSEE EXPRESSLY ACKNOWLEDGES TO HAVE READ THIS AGREEMENT AND UNDERSTANDS THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET IN THIS END USER LICENSE AGREEMENT. BY INSTALLING THE DROPMIND SOFTWARE, LICENSEE EXPRESSLY AGREES TO BE BOUND BY THE TERMS AND CONDITIONS SET HEREIN.