Preamble

This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single legal entity) whose details are provided to us upon Purchase (defined below) (‘‘Licensee’’) and catworkx GmbH, Schellerdamm 16, 21079 Hamburg, Germany (‘‘Licensor’’) to use the Software. This EULA applies from the date when the Licensee receives the Software from a Reseller or Licensor (“Purchase”). The Licensee agrees to be bound by the terms of this Customer Agreement by installing, copying, downloading or otherwise using the Software. If the Licensee does not agree to the terms of this Customer Agreement, the Licensee may not install, copy, download or otherwise use the Software. For the Trial Period free of charge the provisions in Appendix A shall apply.

By installing and using the Software Licensee assure that he will use the Software only in the pursuit of your commercial, academic or self-employed professional activities.

This customer agreement is accompanied by Licensors general data Protection Regulations.

1. Definitions

Authorized User: A named person (Named User License Model) who accesses and uses the Software under this Agreement. The number of Authorized Users may not exceed the number of users purchased.

Confidential Information: All items (e.g. software, documents, information) that are protected by proprietary rights, contain trade or business secrets or are designated as being confidential.

Documentation: The complete factual and technical description of the Software.

Maintenance Term: The first twelve (12) months after the conclusion of this Customer Agreement.

License Fee: The remuneration for the use of the Software pursuant to sec. 7

Platform: The online marketplace on which You might have purchased the Software.

Reseller: The third party operating the Platform and selling the Software via the Platform.

Software: Licensors standard software purchased by Licensee. Its main technical features are described at https://documentation.catworkx.com.

2. Obligations of the Licensor

2.1 The Licensor will provide the Licensee with the Software. The Licensor shall provide the Software in an executable form (object code). The Licensor will deliver the Software by making it available for download on the Atlassian Marketplace. The Licensee is not entitled to be provided with the source code.

2.2 The installation of the Software shall be conducted by the Licensee. The Licensor shall reasonably advise and support the Licensee in preparing the installation. It is the Licensee's duty to observe the Licensor's instructions and/or to clarify the installation conditions with the Licensor in due time and comprehensively, in order to be able to carry out the installation smoothly and speedily.

2.3 Along with the delivery and/or installation of the Software, the Licensor shall submit the Documentation in electronic form by making the Documentation available for download. Any other documentation shall only be due if expressly agreed upon. The Licensee may use the Documentation solely for internal purposes and may reproduce the Documentation solely within the context of its own use in accordance with this Customer Agreement. The Licensee may not translate, modify, expand or create derivative works on the basis of the Documentation.

2.4 The provisions of this Agreement for the Software apply to the Documentation accordingly.

3. Obligations of the Licensee

3.1 The Licensee shall conduct the installation of the Software and will also operate the Software himself.

3.2 The Licensee shall send error reports to the Licensor in accordance with the provisions of the SLA.

3.3 The Licensee shall assist the Licensor comprehensively and at its own expense with the error analysis and rectification.

3.4 The Licensee is obligated to accept, install and launch all new software versions, updates, patches, etc. provided by the Licensor for error rectification.

3.5 The Licensee shall install without delay, at the latest within forty-five (45) calendar days update packages provided by the Licensor to fix security issues or bugs to avoid or mitigate claims addressed by sec. 9 and 10.

3.6 The Licensee shall reimburse the Licensor for the additional expenses that the Licensor incurs due to a lack of cooperation on the part of the Licensee, unless the Licensee is not responsible for the lack of cooperation.

3.7 In the event that Licensee makes modifications or add-ons, it acts at its own risk and sole responsibility. The Licensor does not assume any warranty obligations for defects in the components of the Software that are affected by modifications or add-ons, unless the Licensee is able to prove that the defect is not due to the modification or add-on or if the Licensor has approved the modification or add-on in writing. The same applies if modifications, add-ons or other unauthorized interferences of Licensee in the Software outside the existing standard functionality of the Software change or expand the contents or structure of the databases of the Software.

3.8 In the event that the error analysis should prove that a situation reported by the Licensee is not attributable to a Software defect for which the Licensor is responsible, the Licensor shall be entitled to charge the Licensee with the expenses incurred in the error analysis, unless the Licensee was unable to determine that no defect existed for which the Licensor is responsible.

4. Rights of Use

4.1 The Software is legally protected. The Licensor is the sole owner of any copyrights, patent rights, trademark rights and any other ancillary copyrights in and to the Software.

4.2 The Licensor shall grant to the Licensee a perpetual, worldwide and non-exclusive right of use of the Software – solely on hardware systems owned, leased or controlled by the Licensee – for the term of and pursuant to this Agreement.

4.3 The right to use is limited to the Authorized Users.

4.4 The Licensee may purchase additional users at any time on payment of the appropriate fee to the Reseller or the Licensor. The Licensee is aware that the number of Authorized Users must be equal or higher to the number of Authorized Users of the respective Atlassian Software; otherwise the Software will no longer function. For example: The Licensee originally has purchased 50 Authorized Users for the Software and 50 Authorized Users for the respective Atlassian Software. If the Licensee intends to upgrade to 100 Authorized Users for the respective Atlassian Software, it must upgrade to 100 Authorized Users for the Software as well.

4.5 The Licensee is authorized to create the back-up copies required for a safe operation of the Software. The back-up copies shall be stored in a secure place. Copyright notices and marks shall not be deleted, modified, and/or eliminated. Copies that are no longer needed shall be deleted or destroyed.

4.6 The Licensee shall only be entitled to decompile the interface information of the Software within the statutory limits under German Copyright Law and only if it has notified the Licensor of its plan in writing and has unsuccessfully asked for the provision of the necessary interface information granting at least a two week grace period. All knowledge and information that the Licensee obtains on the Software in connection with the decompiling process is subject to the confidentiality obligations pursuant to sec. 13. Prior to involving a third party, the Licensee shall provide the Licensor with a written statement from such third party in which the same agrees directly vis-à-vis the Licensor to comply with the rules set forth in this sec. 4 and sec. 13.

4.7 All forms of exploitation, in particular, the renting, lending and distribution in physical or immaterial form, use of the Software by and on behalf of third parties (e.g., by outsourcing, hosting, software as a service) are not permitted without the prior written consent of the Licensor.

4.8 Licensor point out that the software may contain open source software which is subject to its own licensing rights. If so, Licensor shall provide software licenses for that particular piece in the framework of the corresponding open source licensing regulations (“open source software”), so that licensee can use the software within the meaning of this Agreement. Such open source software is specified in more detail in the corresponding installation package and is licensed in accordance with special open source regulations. If there are any contradictions between the terms of this Agreement and regulations for open source software, the regulations for open source software shall take precedence in respect of such open source software.

5. Transfer of the Software

5.1 Any transfer of the Software or any parts thereof to a third party is subject to the following rules:

5.1.1 The Licensee only has the right to transfer the Software to third parties subject to the same usage restrictions set forth in this EULA.

5.1.2 The Licensee shall delete any other copies of the Software (irrespective of the version), in particular, from data media, hard disks, and the memory promptly upon the transfer of the Software. It finally discontinues the use of the Software and will confirm this to the Licensor promptly and in writing.

5.1.3 Any transfer to a third party is permanent, i.e., there is no claim to return or option to re-purchase the Software from the third party.

5.1.4 The Licensee is obligated to inform the Licensor of the name of the third party to which the Software was transferred.

5.2 In the event of a breach of sec. 5.1 on the part of the Licensee, the Licensee will be liable for a contractual penalty in the amount of half of the amount that the third party would have had to pay to the Licensor for the Software based on the Licensor’s then-current price list, at a minimum, the amount of half the compensation agreed for the provision of the Software, unless the Licensee is not responsible for the breach of sec. 5.1.

6. Term and Termination

6.1 This Agreement commences with Licensees Purchase of the Software and runs for a fixed term according to Licensees Purchase. During this fixed term it cannot be terminated for convenience and after the fixed term it will automatically expire.

6.2 The rights granted to the Licensee pursuant to sec. 4 shall not pass to the Licensee until full payment has been received.

6.3 The Licensor is entitled to terminate the rights pursuant to sec. 4 for cause if the Licensor cannot reasonably be expected to adhere to this Customer Agreement, in particular, if the Licensee is in default with its payment of the License fee or if the Licensee significantly violates the provisions of this Customer Agreement.

6.4 Termination pursuant to sec. 6.2 shall always be threatened with specification of the grounds and the grant of a reasonable period for rectification (normally at least two (2) weeks), and may only be declared within two (2) months after the set period ends. No period for rectification has to be granted if the Licensor cannot be reasonably expected to do so.

6.5 In the event that the rights pursuant to sec. 4 do not arise or if they expire, the Licensor may request the return of the Software from the Licensee or the written confirmation that it was fully deleted from the Licensee's IT systems, in addition the deletion or destruction of all Software copies (e.g., printouts of the documentation) and the written confirmation that these obligations were complied with.

6.6 In the event that Licensor terminate this EULA for cause, Licensor shall be entitled to retain the License Fee, to which Licensor would have been entitled without termination, as damages, less the expenditures saved by Licensor due to the termination. This shall not apply if Licensee is not responsible for the cause. Generally, Licensor shall reduce the License Fee by a lump-sum in the amount of 10% to account for saved expenditures. Licensee is entitled to prove that Licensor has saved more than 10%.

6.7 Notices of termination shall be in writing to be effective.

6.8 Upon the expiry or termination of this Agreement, the Software may lose significant parts or the total range of the functionality. We may require You to delete the Software from Your IT systems

7. Purchase and Payment Terms

7.1 The Licensee shall make a onetime upfront payment ("lump sum") to the Reseller in accordance with the Atlassian Marketplace’s terms of use (available at https://www.atlassian.com/licensing/marketplace/termsofuse) as detailed on the Licensor’s webpage on the Atlassian Marketplace for all.

7.2 The Licensor may require additional reasonable compensation for additional expenditure caused by the Licensee’s conduct in breach of contractual obligations or by the Licensee’s failure to cooperate at all, in good time or as agreed, by the Licensee’s use of the Software contrary to the intended purposes or the terms this Customer Agreement, or by the subsequent amendment or expansion of performance demands by the Customer. This shall not apply where the Licensee is not responsible for the additional expenditure.

7.3 The Licensee may only make a set-off against claims that are not disputed by the Licensor or have been established with final force. Except in the area of sec. 354a of the German Commercial Code (HGB), the Licensee may assign claims under this Customer Agreement to third parties solely with the prior written consent of the Licensor. The Licensee has a right of retention or the defence of non-performance of the agreement solely within the context of this Customer Agreement.

8. Third Party Rights

8.1 The Licensor warrants that the use of the Software by the Licensee pursuant to this EULA does not conflict with third-party rights. Where third-party rights are concerned, the Licensor shall provide the Licensee with a legally unobjectionable possibility to use the Software or an equivalent.

8.2 The Licensee shall notify the Licensor in writing without undue delay if third parties claim rights (e.g. copyrights or patent rights) to the Software. The Licensee shall authorize the Licensor to conduct the dispute with such third party alone. The Licensee shall support the Licensor in the dispute. The Licensee shall, in particular, make the necessary information available in writing as well as the relevant documents, and shall answer questions of the Licensor. The Licensee is not entitled to admit the claims made by the third party without the prior written consent of the Licensor.

8.3 The Licensor shall not be liable for a breach of third-party rights that arises owing to use of the Software by the Licensee that is contrary to the terms of this Customer Agreement, use outside the intended area of use or use in combination with components (e.g. hardware and software) not expressly recommended by the Licensor.

9. Warranty, Maintenance and Support

9.1 Licensee will be able to use a Software that works as advertised in the platform and described in detail in the Documentation.

9.2 We do not warrant that the Software is suitable for a certain purpose of use, unless it is stated explicitly in the Documentation mentioned before

9.3 We are liable for defects of the Software only to the extent that We are responsible for them.

9.4 In the event of defects, the Licensor initially has a right to supplementary performance. At the discretion of the Licensor, supplementary performance may be conducted either by rectifying the defect, by delivery of software that is free from this defect or by informing the Licensee of a way to avoid the effects of the defect.

9.5 The Licensee shall have to accept at least two (2) attempts of supplementary performance for a defect.

9.6 A new version of the Software of equal value or the previous version of the Software of equal value and without defects shall have to be accepted by the Licensee if it can be reasonably expected to do so.

9.7 The warranty period of the Licensor is twelve (12) months.

9.8 In the event that Licensee makes enhancements or add-ons to Licensors software, Licensee act at his own risk and sole responsibility. Licensor do not assume any warranty obligations for defects in the components of the Software that are affected by modifications or add-ons, unless Licensee is able to prove that the defect is not due to the modification or add-on or if Licensor has approved the modification or add-on in writing. The same applies if modifications, add-ons or other unauthorized interferences by Licensee in the Software outside the existing standard functionality of the Software change or expand the contents or structure of the databases of the Software.

9.9 Licensor makes available new releases of the Software from time to time at his own choice. It may happen that new releases do not contain all functionalities of previous releases or do not have full downward compatibility to previous versions of the Software. Licensee can decide at his own choice to use new releases, unless sec. 3.4 or sec. 3.5 apply. In case Licensee use new releases this EULA applies to such releases as well. Bugs will be fixed by releasing a new version of the Software which contains the fix.

9.10 We deliver product support which is defined on Our Support Portal in detail (see https://servicedesk.catworkx.com)

10. Liability

10.1 The Licensor shall pay damages and compensation for futile expenses, no matter on what legal ground, solely as follows:

10.1.1 Liability shall be unlimited in case of intent.

10.1.2 In case of gross negligence, the Licensor shall be liable in the amount of the typical damage foreseeable at the time of conclusion of this Agreement.

10.1.3 In case of a negligent breach of a material obligation the fulfilment of which enables proper performance of this Customer Agreement in the first place, on fulfilment of which the Licensee generally relies and is entitled to rely and a breach of which jeopardizes achievement of the purpose of the contract (material obligation), the Licensor shall be liable in the amount of the typical damage foreseeable at the time this Customer Agreement was concluded; however, not exceeding EUR 1 Mio.

10.1.4 In all other cases of negligent breaches of obligations by the Licensor, no liability shall arise.

10.1.5 In case of injury to life, limb or health and where claims under the German Product Liability Act are concerned, the statutory provisions shall apply.

10.1.6 Irrespective of the amount, the limitations of liability also apply to damage attributable to serious failure by our management to provide proper organizational channels.

10.2 The Licensor shall be at liberty to raise the defence of contributory negligence. In particular, Licensee is responsible for backing up his data regularly. In case of data loss which is Licensor fault Licensor will therefore be liable solely for the costs of duplicating the data from the back-up copies to be created by You and for the recovery of data which would have also been lost if the data had been backed up properly.

10.3 Claims due to defects of quality and/or title shall regularly become statute-barred within 12 months after delivery. In cases of sec. 10.1.1, 10.1.2 or 10.1.5, the limitation period for claims due to this defect is three years.

11. Confidentiality, Communication and Marketing

11.1 The parties agree to treat in confidence, also beyond the end of this EULA, all Confidential Information, of which they obtain knowledge or which are provided to them prior to or during performance of the contract by the other party, unless such Confidential Information becomes publicly known without a breach of the confidentiality obligation. The parties will keep and safeguard Confidential Information in a manner that excludes access by third parties. The Licensee will only enable access to Confidential Information for those employees and authorized persons who require such access in order to perform their work responsibilities. Such persons shall be instructed about the confidentiality obligation.

11.2 Where, in the course of providing its contractual obligations under this EULA, the Licensor processes personal data for which the Licensee is the responsible party or where access to such personal data is possible, the parties shall in advance enter into an agreement on contracted data processing that complies with the relevant statutory requirements.

11.3 The Licensor may name the Customer as a referential customer as of conclusion of this Customer Agreement. The Licensee can deny this right at the time of the conclusion of this Customer Agreement as well as at any time afterwards by submitting a request via email to i nfo@catworkx.com, requesting the references to be deleted. Upon receipt of such request, the Licensor will remove any reference to the Licensee within 30 days and make no further reference to the Licensee.

11.4 The Licensor shall be entitled to send emails to the Licensee with marketing materials regarding products and services of the Licensor similar or connected to the Software, unless the Licensee objects to such emails of the Licensor via email to info@catworkx.com. The Licensee can object to such emails of the Licensor at any time.

11.5 The information Licensee provides will be used by Licensor to provide support services, to promote our services and to fulfill legal obligations (e.g. accounting). Information about Licensee will not be shared with third parties. Licensor will hold the personal data Licensee provided to Licensor for 3 years after the expiration of an active license, for 1 year after the expiration of an evaluation license. Licensee has the right to access his personal information, to object to the processing of his personal information, to rectify, to erase, to restrict, to port his personal information and to apply to a data protection authority. Any requests or objections regarding data protection issues you may direct to our data protection officer, whom you may contact for instance under datenschutz@catworkx.com.

11. Taxes

11.1 Payments made by the Licensee under this Agreement exclude any taxes or duties payable in respect to the goods or services supplied in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Licensor, the Licensee must pay to Licensor the amount of such taxes or duties in addition to the License Fee under this Agreement.

12. Applicable law, Exclusive venue, and Severability

12.1 This EULA shall be governed exclusively by German law excluding its conflict of laws rules and the standard UN Convention on Contracts for the International Sale of Goods (CISG).

12.2 Exclusive venue for all disputes arising from this agreement is Hamburg / Germany.

12.3 If any provision of this Agreement is prohibited, invalid or unenforceable in any jurisdiction, that provision will, as to that jurisdiction be ineffective to the extent of the prohibition, invalidity or enforcement without invalidating the remaining provisions of this Agreement or affecting the validity or enforcement of that provision in any other jurisdiction.

Appendix A - Trial Period

The Licensee may test the Software free of charge for a period of 30 days by downloading the Software via the button "Try it free" on the Licensor's Marketplace page. The Licensee may renew the Test License five times, each time by downloading the Software via the button "Try it free" on the Licensor's Marketplace page again. With the expiry of each Trial Period the Software will automatically stop functioning.

The following provisions shall apply to Trial Periods and take precedence over the general provisions of this EULA set in sections 1 to 12:

1. The Licensor shall not be obliged to any maintenance or support. The statutory provisions of the German Civil Code shall apply in respect of Our warranty and liability obligations.

2. The Licensor shall grant to the Licensee a worldwide, nonexclusive, right of use of the Software for 30 days – solely on hardware systems owned, leased or controlled by the Licensee.

3. The Licensee shall not be entitled to transfer the Software or any parts thereof to a third party.

4. The right granted to Licensee pursuant to sec. 2 of this appendix shall commence with the download of the Software.

5. The statutory provisions of the German Civil Code shall apply in respect of the Licensor's warranty and liability obligations.

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IMPORTANT! READ CAREFULLY: This Cprime, Inc. END USER LICENSE AGREEMENT (hereinafter referred to as EULA) is a legal agreement between you, either an individual or a single entity, (hereinafter referred to as YOU or LICENSEE) and Cprime, Inc. (hereinafter referred to as CPRIME) for the specific CPRIME PRODUCT (hereinafter referred to as SOFTWARE PRODUCT) you have acquired or are using or accessing, which includes computer software and associated media and documentation. By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA.

If you do not agree with the present EULA, you are not authorized to install, to copy or to otherwise use the SOFTWARE PRODUCT. Obtaining the ownership of the material support of the SOFTWARE PRODUCT only, shall not grant you any right to install, to copy, to use, or to otherwise exploit the SOFTWARE PRODUCT.

The license granted by this EULA commences on the date that you install, copy or otherwise first use the SOFTWARE PRODUCT. The license shall be perpetual, except if otherwise expressly provided within the license type you acquire.

...

1) Grant of License

1.1) Standard License

Except as set forth below, this license grants you the non-exclusive and non-transferable right to install and use the copy of the SOFTWARE PRODUCT on your computer only, solely for your personal, non-commercial use. Any distribution, publication, or other attempt to share (including without limitation providing any content of the SOFTWARE PRODUCT through the Atlassian Marketplace or similar mechanism) or otherwise disclose SOFTWARE PRODUCT, or any work based on or including portions of the SOFTWARE PRODUCT, is expressly prohibited.

One License for the SOFTWARE PRODUCT may be shared or used concurrently on different computers only with the permission of CPRIME. If the SOFTWARE PRODUCT is installed on a network server or other system that physically allows shared access to the SOFTWARE PRODUCT, you agree to utilize technical or procedural methods to prevent use of the SOFTWARE PRODUCT by individuals not authorized to use the SOFTWARE PRODUCT pursuant to this EULA.

...

You may, upon prior written notice to CPRIME, assign or otherwise transfer this EULA to the surviving entity as a result of a merger, acquisition or reorganization or a sale of substantially all of your assets or stock.

2) General rights and limitations

2.1) Storage

You may also store a copy of the SOFTWARE PRODUCT on one storage device or server, for back-up, cold stand-by or testing purposes as long as this storage device or server simultaneously fulfills all of the following conditions: (i) has a valid server license, (ii) holds the same server ID as the original server, and (iii) is used solely for non-production installations.

2.2) Ownership and Derivative works

CPRIME retains all right, title and interest, including all intellectual property rights, in and to the SOFTWARE PRODUCT and any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for CPRIME. In addition, CPRIME reserves all rights not expressly granted by this EULA including, without limitation, modification rights, translation rights, rights to source code etc. You are not allowed to create, or to allow creation of any kind of derivative works or products, from the SOFTWARE PRODUCT. You are strictly forbidden to add, change, modify, erase features and / or interfaces related to the SOFTWARE PRODUCT, or to in any other way create or alter such features and / or interfaces. You are also forbidden to allow any other individual or entity to add, change, modify, erase features and / or interfaces related to the SOFTWARE PRODUCT, or to in any other way create or alter such features and / or interfaces. You must obtain CPRIME’s express, prior written approval to create derivative works of any kind from the SOFTWARE PRODUCT, of which approval may be withheld at CPRIME’s sole discretion.

2.3) Reverse Engineering

You may not modify, translate, reverse engineer, recompile, disassemble or create derivative works based on the SOFTWARE PRODUCT, or any portion thereof.

2.4) Copying

You may not copy the SOFTWARE PRODUCT, or any portion thereof, except as expressly provided by this EULA.

2.5) Transfer

You may not sell, loan, rent, lease or any other way transfer the SOFTWARE PRODUCT, or any portion thereof, except as expressly provided by this EULA.

2.6) Proprietary Notices

You may not remove, add or modify any proprietary notices, labels or marks on the SOFTWARE PRODUCT, or any portion thereof.

2.7) Use of CPRIME's name

You may not use CPRIME's name(s), logo(s), or trademark(s) in any manner including, without limitation, in your advertising or marketing materials.

You may not use any name or trademark confusingly similar to CPRIME or the SOFTWARE PRODUCT. In addition, you may not use any name or trademark confusingly similar to any CPRIME licensed third party. You may not interfere with or diminish CPRIME’s right, title and/or interest in the CPRIME or licensed third party's trademark(s), trade name(s) or product name(s).

3) Termination

The license will automatically terminate if you fail to comply with the obligation and limitations herein described. On termination you must destroy all copies of the SOFTWARE PRODUCT and all component parts. There shall be no refund or adjustment for any amounts paid by you to CPRIME for the SOFTWARE PRODUCT destroyed in accordance with this Section 3. The provisions of this EULA which by their nature extend beyond the termination date of the EULA will survive and remain in effect and enforceable until all obligations are fully satisfied.

4) Limited warranty

This SOFTWARE PRODUCT and the accompanying files are provided as is and without warranties as to performance or merchantability or any other warranties whether expressed or implied. Because of the various hardware and software environments into which the SOFTWARE PRODUCT may be installed, no warranty or fitness for a particular purpose is offered.

Proper data processing procedure dictates that any program or SOFTWARE PRODUCT should be thoroughly tested with non-critical data prior to reliance on the program or SOFTWARE PRODUCT. You hereby agree to assume the entire risk of using the program or SOFTWARE PRODUCT.

CPRIME will use reasonable commercial efforts to provide solutions for any reported malfunctions. THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY CPRIME. CPRIME MAKES NO OTHER WARRANTY, REPRESENTATION, OR CONDITION, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, THE DURATION OF IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, IS LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD. NO CPRIME PARTNER, DISTRIBUTOR, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY. If you make any modifications to the SOFTWARE PRODUCT during the warranty period, if the media is subjected to accident, abuse, or improper use, or if you violate the terms of this EULA, then this warranty shall immediately be terminated. This warranty shall not apply if the SOFTWARE PRODUCT is used on or in conjunction with hardware or software other than the unmodified version of hardware and software which the SOFTWARE PRODUCT was designed to be used as described in the Documentation.

5) Limitation of liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL CPRIME OR ITS PARTNERS OR DISTRIBUTORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY DAMAGES IN EXCESS OF CPRIME'S LIST PRICE FOR A LICENSE TO THE SOFTWARE AND DOCUMENTATION, EVEN IF CPRIME SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. CPRIME’S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO CPRIME FOR THE SOFTWARE PRODUCT.

6) Copyright. CPRIME Infringement Indemnification

All intellectual property rights in and to the SOFTWARE PRODUCT and Documentation are the property of CPRIME. All intellectual property rights related to the SOFTWARE PRODUCT will at all times remain the property of CPRIME. United States copyright law, local copyright law and international treaties protect the SOFTWARE PRODUCT as well as the rights related to it.

CPRIME will hold you harmless, defend and indemnify you, against a third party claim to the extent based on an allegation that the SOFTWARE PRODUCT infringes a third party intellectual property right, provided that CPRIME: (i) is promptly notified and furnished a copy of such Claim, and all other documents that the claim is based on; and (ii) is given reasonable assistance in and sole control of the defense thereof and all negotiations for its settlement.

CPRIME will have no obligation to defend and no liability for any damages or costs to the extent that a Claim is based upon: (i) use of the SOFTWARE PRODUCT in combination with any non-CPRIME product, software or equipment; (ii) use of the SOFTWARE PRODUCT in a manner or for an application other than for which it was designed or intended to be used, regardless of whether CPRIME was aware of or had been advised of such use; and (iii) modifications to the SOFTWARE PRODUCT by any person or entity other than CPRIME.

If the SOFTWARE PRODUCT becomes, or in the opinion of CPRIME may become, the subject of a Claim, CPRIME may, at its option and in its discretion: (i) procure for you the right to use the SOFTWARE PRODUCT, free of any liability; (ii) replace or modify the SOFTWARE PRODUCT to make it non-infringing; or (iii) terminate your right to continue using the SOFTWARE PRODUCT and refund, in this case, any license fees related to the SOFTWARE PRODUCT paid by you.

7) Miscellaneous

This EULA represents the complete agreement concerning the license for the SOFTWARE PRODUCT between the parties and supersedes all prior agreements and representations between them.

CPRIME may amend or modify this EULA at any time without having to notify you or obtain your prior approval.

CPRIME may use your name for commercial purposes and/or include your name and/or logos in its clients list, upon prior approval from you.

If any provision of this EULA is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this EULA shall remain in full force and effect.

This EULA will be governed by the laws of the State of California without regard to its conflict of laws rules. The parties consent to the jurisdiction and venue of the state and federal courts located in the State of California.

Neither this EULA, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship or as granting a franchise.

You shall, at your own expense, promptly obtain and arrange for the maintenance of all mandatory government approvals, if any, and comply with all applicable local laws and regulations as may be necessary for your performance.

Third Party Software. The SOFTWARE PRODUCT may include Third-Party Software (including without limitation open-source software) subject to different license agreement terms, disclaims of warranties, or other terms and conditions (collectively "Additional Terms") than those set forth herein. Where applicable, you must agree to the applicable Additional Terms for any such Third-Party Software, as required by the licensors of those components. For convenience, such licenses are provided at Cprime Product Licensing Information, however, this list is provided on a best effort basis only, as licenses may update their terms from time to time. Agreeing to the applicable terms creates a binding agreement between You (as Licensee), and the third-party Licensor. CPRIME MAKES NO WARRANTIES OR REPRESENTATIONS AS TO SUCH THIRD-PARTY SOFTWARE (INCLUDING INFRINGEMENT) AND FURTHER DISCLAIMS ANY AND ALL LIABILITY FOR ANY LOSSES OR DAMAGES THAT MAY RESULT FROM YOUR USE THEREOF (INCLUDING INFRINGEMENT INDEMNIFICATION).

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By downloading, installing and/or using any part of the Software (as defined below), you and the entity or company that you represent (the “End User”) are unconditionally agreeing to be bound by, and are becoming a party, to this End User License Agreement and RefinedWiki’s Privacy Policyavailable at www.refinedwiki.com. The End User License Agreement and the Privacy Policy are collectively referred to as the “Agreement”.

If the End User does not unconditionally agree to all terms of this Agreement, the End User will not have any right to use the Software. RefinedWiki AB’s (Reg. No. 556827-1760, “RefinedWiki”) acceptance to this Agreement is expressly conditioned upon the End User’s acceptance to all the terms and conditions of this Agreement.

1. LICENSED SOFTWARE AND THIRD PARTY PRODUCTS

1.1. RefinedWiki makes available software through Atlassian Pty Ltd.’s (“Atlassian”) online marketplace (the “Atlassian Marketplace”), which are add-ons and plugin features to Atlassian products JIRA, Confluence and JIRA Service Desk. RefinedWiki may also make software available to the End User through cloud services after the End User has accessed JIRA, Confluence or JIRA Service Desk.

1.2. The definition of “Software” in this Agreement is defined only as software made by RefinedWiki and does not include any other software including, but not limited to, any Atlassian products and/or any other third party add-ons, plugins and/or similar products (“Third Party Products”).

1.3. The End User’s procurement and use of any Third Party Products are regulated under separate agreements solely between the End User and relevant third party. Accordingly, RefinedWiki is not, whatsoever, responsible for any Third Party Products.

1.4. RefinedWiki is not responsible for the content on, or services provided by websites or other online content, when such content and/or services are owned and controlled by a third party (“Third Party Material”). RefinedWiki only provides links and access to Third Party Material for the convenience of the End User, which under no circumstance can or shall be interpreted as if RefinedWiki takes responsibility for such Third Party Material.

2. LICENSE

2.1. RefinedWiki grants the End User a non-transferable, non-sub-licensable, non-exclusive, time-limited license (the “License”), revocable at RefinedWiki’s discretion, to use the Software in object code form only.

2.2. The License only allows the End User to use the Software as received at the time of download and/or installment, for in the purchase order specified number of authorized users, in a single installation of Atlassian products JIRA, Confluence or JIRA Service Desk. No other use of the Software is allowed without pre-approval by RefinedWiki in writing.

2.3. The Software may be subject to storage limitations. If the End User requests additional storage, RefinedWiki reserves the right to deny such request or charge the End User for additional storage at RefinedWiki’s prices applicable from time to time.

2.4. RefinedWiki may modify or discontinue offering the Software at any time, and this Agreement does not give the End User any rights that are not expressly and explicitly granted herein. RefinedWiki may, at its sole discretion and from time to time, also make generally available updates and/or enhancements of the Software. If required in order to provide the Software or other services, RefinedWiki is entitled to use data provided and/or uploaded by the End User as well as access the End User’s account. Provided that RefinedWiki has used the End User’s data and account as directed or enabled by the End User, RefinedWiki is not liable for any damage or inconvenience which the End User or any third party may suffer.

2.5. The License is subject to the End User’s full compliance with all the terms and conditions of this Agreement.

3. END USER’S USE OF THE SOFTWARE AND RESTRICTIONS

3.1. The End User shall be solely responsible for obtaining and maintaining any equipment and/or ancillary services needed to access, connect to, or otherwise use the Software, including, without limitation, modems, hardware, software and telephone services. The End User shall be solely responsible for ensuring that such equipment and/or ancillary services are compatible with the Software as well as keeping passwords and other log-in information secure from unauthorized users. Accordingly, the End User is also solely liable to bear all costs connected therewith.

3.2. The End User shall be solely and exclusively liable for; (i) all information and/or data which the End User posts, uploads, transmits, processes, disseminates or otherwise shares with others by use of, or in connection with, the Software; (ii) informing authorized users of the contents of the Privacy Policy (e.g. including provisions regarding processing of personal data); (iii) the results which the End User achieves by its use of the Software; (iv) any loss and/or damages and costs incurred due to incompatibility between the Software or updates to it and any Third Party Products the End User has installed or otherwise uses, and any other issues that may arise as a result of the interaction between the Software and Third Party Products or similar products; (v) any damage or liability to any party resulting from the End User’s use of the Software; and/or (vi) any unauthorized use of the Software.

3.3. The End User shall: (i) maintain and not remove or obscure any proprietary notices on the Software, and (ii) ensure that only an authorized user may use the Software and only for use in accordance with the terms and conditions of this Agreement

3.4. The End User shall not: (i) use the Software in any manner or for any purpose that violates this Agreement, any law or regulation, including but not limited to privacy rights and export laws, any right of RefinedWiki or third party, including but not limited to intellectual property rights; (ii) sell, distribute, assign, license, transfer, monitor or copy all or any portion of the Software or any source or object code made available as part of the Software to any third party; (iii) reverse engineer, decompile, translate, alter, disassemble or create derivative works of the Software or parts of the Software or attempt to do any of the foregoing; (iv) interfere with or disrupt the Software; or (v) rent, lease, loan or provide any other party access to the Software without RefinedWiki’s pre-approval in writing.

3.5. The End User shall refrain from submitting any personal data to the Software. If the End User submits personal data in breach of this Agreement, the End User shall compensate RefinedWiki for all damages which RefinedWiki is ordered to pay by way of settlement or under a judgment and to compensate RefinedWiki for other costs incurred by RefinedWiki in connection therewith.

3.6. If the End User or an authorized user uses the Software in a manner for which it is not intended or otherwise may harm the Software, RefinedWiki is entitled to restrict or suspend the End User’s access to the Software. Accordingly, RefinedWiki is also entitled to remove and/or restrict the End User’s data. Following such event, the End User’s obligation to pay for the License shall not be suspended.

3.7. If claims are made against RefinedWiki or legal action is taken against RefinedWiki because of the End User’s use of the Software, the End User undertakes to compensate RefinedWiki for the remuneration and damages which RefinedWiki is ordered to pay by way of settlement or under a judgment and to compensate RefinedWiki for other costs incurred by RefinedWiki in connection therewith.

4. SUPPORT

4.1. RefinedWiki will provide online technical support to the End User, to one designated contact specified by the End User in connection with the purchase of the Software.

4.2. RefinedWiki’s Service Level Agreement (the “SLA”) includes further details what is, and what is not, included in RefinedWiki’s online technical support. The SLA can be found at RefinedWiki’s website under “Support”, www.refinedwiki.com.

4.3. The online technical support is for the sole purpose of addressing technical issues relating to the use of the Software (excluding any form of on-site visits by RefinedWiki personnel or contractors).

4.4. This section of the Agreement is only valid for End User’s having paid the applicable license fee for the Software and only for the time period which the license fee covers in accordance with the purchase order.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. The End User acknowledges that all rights, title and interest in the intellectual property in the Software including, but not limited to, all copyrights, patents and trade secrets therein and all documentation and manuals relating thereto are and shall remain the sole and exclusive property of RefinedWiki or under license to RefinedWiki.

5.2. The said intellectual property in the Software is licensed on a non-exclusive basis and not assigned by RefinedWiki to the End User. Upon termination or expiry of this Agreement, for any reason, all rights and licenses of the End User under the Agreement shall terminate.

5.3 With the limitations set out in section 7 below, RefinedWiki agrees to indemnify and hold End User harmless against any claim based on an allegation that the End User’s use of the Software according to this Agreement infringes a United States or European Union patent or copyright (“Claim”) and agree to pay those damages and costs finally awarded against End User by a court of competent jurisdiction as a result of such Claim, provided that RefinedWiki is (i) promptly notified and furnished a copy of the Claim, (ii) given all relevant evidence in End User’s possession, custody or control and (iii) given reasonable assistance in and sole control of the defence of the Claim and all negotiations for its settlement.

5.4 If the use of the Software become, or in the opinion of RefinedWiki may become subject of a claim of infringement of any third party’s intellectual property, RefinedWiki may, at its option and in its discretion either: (i) procure for End User to use the Software free of any liability, (ii) replace or modify the Software to make it non-infringing or (iii) terminate the End User’s right to continue using the Software and refund any licence fee related to the Software paid by the End User.

6. WARRANTY DISCLAIMER

6.1. RefinedWiki does not, whatsoever, warrant or support any Third Party Products and disclaims all liability for such products and/or services delivered in connection therewith.

6.2. RefinedWiki strives to keep the Software error free and available to the End User, but provides the Software on an “as is” and “as available” basis. Accordingly, RefinedWiki makes no warranty of any kind, express, implied or statutory, and RefinedWiki expressly disclaims all warranties, including without limitation, any implied warranties of merchantability, functionality or fitness for a particular purpose.

6.3. RefinedWiki does not warrant results of use or that the Software is bug free or error free or that its use will be uninterrupted. This disclaimer of warranty constitutes an essential part of this Agreement. All foregoing disclaimers also apply in full with respect to RefinedWiki’s licensors, suppliers, distributors, contractors and agents.

7. LIMITATION OF LIABILITY

7.1. RefinedWiki shall under no circumstances and under no legal theory, including, but not limited to, tort, contract, negligence, strict liability, or otherwise be liable to the End User or any other person or entity for direct, indirect or other damage of persons or property or loss which the End User or a third party may incur because of RefinedWiki, use of or faults, such as disruptions, in the Software or the information and/or data which is handled with the use of the Software.

7.2. RefinedWiki shall not be liable to any extent for data secrecy in connection with the transfer of information and/or data by use of the Software.

7.3. RefinedWiki’s liability shall be limited in accordance with above, except in the case of gross negligence or intent. RefinedWiki’s liability under this Agreement, for damages of any kind whatsoever, shall always be limited to a maximum equal to the total license fees paid by the End User to RefinedWiki.

8. INDEMNITY

8.1. The End User hereby indemnifies and hold harmless RefinedWiki and/or its licensors, suppliers, distributors, contractors and agents from any claims, damages, liabilities, costs and fees (including reasonable fees for legal counsel) arising from (i) the End User’s failure to comply with any term of this Agreement; or (ii) use of the Software in combination with other hardware, software or other systems that would have been avoided but for such use or combination.

8.2. To the maximum extent permitted by applicable law, the End User hereby release, and waive all claims against, RefinedWiki and/or its licensors, suppliers, employees and agents from any and all liability for claims, damages (whether actual or consequential), costs and expenses (including all litigation costs) of every kind and nature, arising out of or in any way connected with use of the Software.

9. TRIAL SOFTWARE

9.1. If the End User uses a trial version of the Software (the “Trial Software”), this section applies to the End User. All other sections of this Agreement, excluding section 4 for reasons stated below, apply in relation to any End User using the Trial Software.

9.2. The End User may only use the Trial Software for internal evaluation purposes.

9.3. The End User’s right to use the Trial Software is limited to thirty (30) days or such other trial period as is authorized by RefinedWiki. After the expiration of the trial period the Trial Software will seize to run and the End User is thereafter not entitled to use the Software.

9.4. The End User, and/or any other person or entity, that use the Trial Software have during the trial period no right to receive support or any kind of service from RefinedWiki, and what is stated in section 4 above only applies to End User’s which have paid the applicable license fee for the Software.

9.5. The End User, and/or any other person or entity, that use the Trial Software shall, in accordance with section 7.2 above, not have any right to compensation for damage of any kind whatsoever, as the End User has not paid any license fees to RefinedWiki.

10. BETA VERSIONS OF THE SOFTWARE

10.1. RefinedWiki may offer the End User to download, install and/or use beta versions of the Software (the “Beta Software”). The End User understands that the Beta Software is software under ongoing development by RefinedWiki and therefore cannot be considered complete or equal to the Software.

10.2. RefinedWiki only offers the End User, and/or other persons and entities, to use the Beta Software to test the Beta Software, wherefore the End User is solely responsible for any damage or other consequence of downloading, installing and/or using the Beta Software. RefinedWiki strongly recommend against, and the End User may not, use the Beta Software in production or any similar situation. Any Beta Software released by RefinedWiki is intended only for internal test and evaluation purposes.

11. TERM AND TERMINATION

11.1. The Agreement shall come into force on the date when the End User downloads, installs and/or start using the Software and shall remain in force and effect until this Agreement has been terminated in accordance with sections 11.2 and/or 11.3 below.

11.2. The Agreement may be terminated by RefinedWiki at any time, subject to a notice period of thirty (30) days. The Agreement may be terminated by the End User at any time, by uninstalling the Software and notifying RefinedWiki. On termination of this Agreement, the End User shall no longer be entitled to use the Software. If the End User breaches any terms or conditions of this Agreement or fails to pay the applicable license fee for the Software, RefinedWiki shall have a right to terminate the Agreement with immediate effect and demand compensation from the End User for all damage incurred by RefinedWiki in connection with the End User’s breach of contract. .

11.3. RefinedWiki shall also be entitled to terminate this Agreement with immediate effect if the End User is declared bankrupt, suspends its payments or otherwise can be deemed to be insolvent.

11.4. RefinedWiki may, to a reasonable extent and within a reasonable period of time after this Agreement has expired, remove or delete End User’s data.

12. MISCELLANEOUS

12.1. Should either of the parties process personal data on behalf of the other party under this EULA, the parties shall conclude a data processing agreement.

12.2. No agency, partnership, joint venture, or employment is created as a result of this Agreement and the End User does not have any authority of any kind to bind RefinedWiki in any respect whatsoever.

12.3. RefinedWiki’s failure to exercise any right provided by this Agreement shall not be deemed, or interpreted as, a waiver of that and/or any further rights in accordance with this Agreement.

12.4. RefinedWiki reserves the right to amend, add or remove functions in the Software or to amend this Agreement.

12.5. RefinedWiki shall, at its sole discretion, be entitled to assign this Agreement or any rights hereunder without giving prior notice thereof.

12.6. The End User grants RefinedWiki the right to include the End User’s name, trademark, logo or similar identifying material in a listing of customers on RefinedWiki’s website and/or promotional material in relation to the Software. You may request that we stop doing so by submitting an email to sales@refinedwiki.com at any time. Please note that it may take us up to 30 days to process your request.

12.7. Notices to the End User shall be sent to the e-mail address specified by the End User in connection with the purchase of the Software. Such notice shall be deemed to have been received by the End User unless the End User can prove otherwise.

12.8. Notices from the End User to RefinedWiki shall be sent by e-mail to the following
e-mail address; notices@refinedwiki.com. Notices to RefinedWiki shall be deemed to have been received by RefinedWiki when RefinedWiki confirms receipt.

13. GOVERNING LAW AND DISPUTES

13.1. This End-User License Agreement (“EULA”) states the terms and conditions agreed between you (“Licensee”) (either an individual or a single legal entity), and Everit Kft. (“Licensor”) to use the Software.

This EULA applies from the date when the Licensee receives the Software from a Reseller or Licensor (“Purchase”).

By installing, copying, downloading or otherwise using in any way the Software, or by clicking a box indicating your acceptance, you agree to be bound by the terms of this EULA as Licensee. If you are entering into this agreement on behalf of an entity, you represent that you have the authority to bind such entity to the EULA and are agreeing to the EULA on its behalf.

IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MAY NOT INSTALL, COPY, DOWNLOAD OR OTHERWISE USE THE SOFTWARE.

By installing and using the Software Licensee assure that he will use the Software only in the pursuit of your commercial, academic or self-employed professional activities.

License

The Software is licensed, not sold. Upon Licensee’s acceptance of this EULA, Licensor grants the Licensee the non-exclusive and a non-transferable right to use the Software subject to the conditions below.

Paid License

The licenses granted are subject to the condition that the Licensee must ensure the maximum number of Authorized Users accessing and using the Software concurrently is equal to the number of User Licenses for which the necessary Fees have been paid to the Reseller or Licensor. Licensee may purchase additional users at any time on payment of the appropriate fee to the Reseller or the Licensor. The Licensee is aware that the number of Authorized Users must be equal or higher to the number of Authorized Users of the respective Atlassian Software; otherwise the Software will no longer function..

Evaluation License

The Licensee may evaluate the Software free of charge for a period of 30 days by downloading the Software via the button "Try it free" on the Licensor's Marketplace page. Such evaluation copies will be provided under an Evaluation License that limits the period during which the Licensee may download, install, use and operate the Software (“Evaluation Period”). The Licensee may renew the Evaluation License five times, each time by downloading the Software via the button "Try it free" on the Licensor's Marketplace page again. With the expiry of each Evaluation Period, the Software will automatically stop functioning.

General License Terms

Scope

Each license granted by Licensor under this Agreement is worldwide, nonexclusive and non-transferable, unless otherwise specified in writing.

Licensee agree not to (a) decompile, reverse engineer, disassemble, modify, adapt, create derivative works from, or otherwise attempt to derive, any part of or the whole of the Software; (b) sell, sublicense, distribute, reproduce, transmit, circulate, disseminate, translate or reduce to or from any electronic medium or machine readable form any part of or the whole of the Software or any data/information not owned by the Licensee; (c) make the Software available by rental, timesharing, a subscription service, hosting or outsourcing; and (d) directly or indirectly access or use any Embedded Software independently of the rest of the Software.

Duration

Subject to the terms of this Agreement and unless terminated earlier in accordance with this Agreement, the term granted hereunder shall be: (a) for a Paid License of the downloaded Software - perpetual; (b) for a Cloud Product - the period of time of the Paid License subscription or renewal, or (c) for an Evaluation License - the Evaluation Period.

Protection Mechanisms

The Software includes license protection mechanisms that are designed to manage and protect the intellectual property rights of Licensor and its third party suppliers. Licensee must not modify, alter, attempt to defeat or defeat such protection mechanisms or the use rules that the protection mechanisms are designed to enforce. Any such violation by the Licensee will result in the immediate termination of this license.

Permitted Computers

Except as otherwise agreed in writing by Licensor, the Licensee must only install the Software and make the Software available for use on hardware systems owned, leased or controlled by the Licensee.

Responsibility for Non-controlled systems

If Licensor permits the Licensee to install the Software or make the Software available for use on hardware systems not owned, leased or controlled by the Licensee (“Non-controlled Systems”), the Licensee will ensure the terms of this Agreement are complied with by users of such Non-controlled Systems and the Licensee will indemnify Licensor for all costs, damages and loss Licensor suffers arising from such installation or use of the Software on Non-controlled Systems.

Purchase and Payment Terms

The Licensee must pay all Fees by the due date and in the manner directed at the time of Purchase of the Software. Failure to pay Fees by the due date will result in the immediate termination of the licenses granted under this Agreement.

The Licensee shall make a onetime upfront payment ("lump sum") to the Reseller in accordance with the Atlassian Marketplace’s terms of use (available at https://www.atlassian.com/licensing/marketplace/termsofuse) as detailed on the Licensor’s webpage on the Atlassian Marketplace for all.

The Licensor may require additional reasonable compensation for additional expenditure caused by the Licensee’s conduct in breach of contractual obligations or by the Licensee’s failure to cooperate at all, in good time or as agreed, by the Licensee’s use of the Software contrary to the intended purposes or the terms this Customer Agreement, or by the subsequent amendment or expansion of performance demands by the Customer. This shall not apply where the Licensee is not responsible for the additional expenditure.

Support Services

Licensor will provide online technical support to the Licensee, to one designated contact specified by the Licensee in connection with the purchase of the Software. The Initial “Support Period” is for twelve (12) months starting at the time of the purchase, and may be renewed for additional twelve (12) month periods (“Renewal Period”) at the then-current rate for Software Maintenance. Subsequent Renewal Periods commence upon the expiration of the prior Software Maintenance regardless of when it is purchased.

Use of Support Services, if any, is governed by Licensor’s policies and programs described in any users manual, in online documentation, and/or other Licensor-provided materials. Any supplemental Software code provided to you as a part of Support Services will be considered part of the Software and subject to the terms of this EULA. With respect to technical information you provide to Licensor as part of the Support Services, Licensor may use such information for its business purposes, including for product support and development. Licensor will not utilize such technical information in a form that personally identifies you except to the extent necessary to provide you with support.

Intellectual Property Rights

Licensor retains all rights, title and interest in and to the Software (other than Embedded Software), as well as all intellectual property rights (such as copyright, patent and trademark) in and to the Software not expressly granted to Licensee in this Agreement.

All title and copyrights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music and text incorporated into the Software), the accompanying printed materials, and any copies of the Software, are owned by Licensor or its suppliers. This EULA grants you no rights to use such content. If this Software contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. Except for any copies of this EULA, you may not copy the printed materials accompanying the Software.

Licensee may not remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings on or in the Software. Licensee is not granted any rights to any trademarks or service marks of Licensor.

Privacy and Communication

Licensor will handle Licensee's data as described in Privacy Policy.

Termination

The Agreement may be terminated by Licensor at any time, subject to a notice period of thirty (30) days. The Agreement may be terminated by the Licensee at any time, by uninstalling the Software and notifying Licensor. On termination of this Agreement, the Licensee shall no longer be entitled to use the Software. If the Licensee breaches any terms or conditions of this Agreement or fails to pay the applicable license fee for the Software, Licensor shall have a right to terminate the Agreement with immediate effect and demand compensation from the Licensee for all damage incurred by Licensor.

On termination Licensee must cease access to and cease use of the Software; remove all copies of the Software from its computer systems or any Un-controlled Systems, including archival or backup systems.

Limited warranty

This Software and the accompanying files are provided as is and without warranties as to performance or merchantability or any other warranties whether expressed or implied. Because of the various hardware and software environments into which the Software may be installed, no warranty or fitness for a particular purpose is offered.

Proper data processing procedure dictates that any program or Software should be thoroughly tested with non-critical data prior to reliance on the program or Software. You hereby agree to assume the entire risk of using the program or Software.

Licensor will use reasonable commercial efforts to provide solutions for any reported malfunctions. THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY LICENSOR. LICENSOR MAKES NO OTHER WARRANTY, REPRESENTATION, OR CONDITION, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, THE DURATION OF IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, IS LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD. NO LICENSOR PARTNER, DISTRIBUTOR, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY. If you make any modifications to the Software during the warranty period, if the media is subjected to accident, abuse, or improper use, or if you violate the terms of this EULA, then this warranty shall immediately be terminated. This warranty shall not apply if the Software is used on or in conjunction with hardware or software other than the unmodified version of hardware and software which the Software was designed to be used as described in the Documentation.

Limitation of liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL LICENSOR OR ITS PARTNERS OR DISTRIBUTORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY DAMAGES IN EXCESS OF LICENSOR'S LIST PRICE FOR A LICENSE TO THE SOFTWARE AND DOCUMENTATION, EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. LICENSOR’S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO LICENSOR FOR THE SOFTWARE.

Miscellaneous

This EULA represents the complete agreement concerning the license for the Software between the parties and supersedes all prior agreements and representations between them.

Licensor may amend or modify this EULA at any time without having to notify you or obtain your prior approval.