This End User License Agreement (EULA), including the Order Form which by this reference is incorporated herein (this “Agreement”), is a binding agreement between Jani Ventures Ltd (“Licensor”) and the person or entity identified on the Order Form as the licensee of the Digital Product(s) (“Licensee”).
LICENSOR PROVIDES THE DIGITAL PRODUCT(S) SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIANCES WITH SUCH TERMS AND CONDITIONS. BY [CLICKING THE “ACCEPT” BUTTON/CHECKING THE “ACCEPT” BOX ON THE ORDER FORM/[OTHER MEANS OF ACCEPTANCE]] YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY RESPONSIBLE FOR ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE AGE 18 OR OVER (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER THIS AGREEMENT ON LICENSEE’S BEHALF AND TO BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND WILL NOT LICENSE THE DIGITAL PRODUCT(S) TO LICENSEE, AND YOU ARE NOT AUTHORIZED TO DOWNLOAD/INSTALL THE DIGITAL PRODUCT(S) OR DOCUMENTATION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR LICENSEE’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED UNDER THIS AGREEMENT (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE), AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY DIGITAL PRODUCT(S).
Definitions. For purposes of this Agreement, the following terms have the following meanings:
“Authorized Users” means the individual persons authorized to use the Digital Product(s) pursuant to the license granted under this Agreement.
“Documentation” means user manuals, technical manuals and any other materials provided by Licensor, in printed, electronic or other form, that describe the installation, operation, use or technical specifications of the Digital Product(s).
“Licensee” has the meaning set forth in the preamble.
“License Fees” means the license fees, including all taxes thereon, paid [or required to be paid by Licensee for the license granted under this Agreement.]
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Licensor” has the meaning set forth in the preamble.
“Order Form” means the order form filled out and submitted by or on behalf of Licensee, and accepted by Licensor, for Licensee’s purchase of the license for the Digital Product(s) granted under this Agreement.
“Person” means an individual, corporation, partnership, joint venture, Limited Liability Company, governmental authority, unincorporated organization, trust, association or other entity.
“Digital Product(s)” means the Digital Product(s) programs for which Licensee is purchasing a license, as expressly set forth in the Order Form.
“Third Party” means any Person other than Licensee or Licensor.
License.
Subject to the terms of this EULA, Jani Ventures grants to you a limited and nonexclusive license (without the right to sublicense) to execute one (1) copy of the Product, in executable object code form only, solely for use for your personal, non-commercial purposes.
Download, copy, and install one (1) copy of the Digital Product(s) in accordance with the Documentation on one (1) computer/each of the [number of/designated] computers set forth on the Order Form] that Licensee owns or leases and controls. Additionally, Licensee has the right to make one copy of the Digital Product(s) solely for archival purposes and one copy solely for backup purposes, provided that Licensee does not install or use such copy, and does not permit any Person to do so, except if and for so long as the copy installed in accordance with the preceding sentence is inoperable, and further provided that Licensee uninstalls and otherwise deletes such inoperable copy (ies). The Licensee is responsible for all copies of the Digital Product(s) made by him or her.
- will remain the Licensor’s exclusive property.
- will be governed by the terms and conditions of this Agreement; and must contain all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original.
Utilize and operate the Digital Product(s) in accordance with this Agreement and the Documentation, solely for the purposes specified in the Documentation and solely for Licensee’s internal business purposes.
Download or make one (1) copy of the Documentation [per copy of the Digital Product(s) permitted to be [downloaded][made][and] installed in accordance with this Agreement] and use such Documentation solely in support of its licensed use of the Digital Product(s). Licensee’s copies of the Documentation:
- will be Licensor’s exclusive property; will be subject to the terms and conditions of this Agreement; and must include all trademark, copyright, patent, and other Intellectual Property Rights notices contained in the original.
Transfer any copy of the Digital Product(s) from one computer to another, provided that:
- the number of computers on which the Digital Product(s) are installed at any given time does not exceed the permitted number Licensee notifies Licensor [in writing] of each such transfer, including the information required by this EULA for each computer on which the Digital Product(s) are installed.
Restrictions.
You agree not to, and you will not permit others to, (a) license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Product or make the Product available to any third party, (b) copy or use the Product for any purpose other than as permitted in Section, (c) use any portion of the Product on any device or computer other than the Product that you own or control, (d) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product, or (e) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Product (except to the extent applicable laws specifically prohibit such restriction for interoperability purposes, in which case you agree to first contact Jani Ventures and provide Jani Ventures an opportunity to create such changes as are needed for interoperability purposes). You may not release the results of any performance or functional evaluation of any of the Product to any third party without prior written approval of Jani Ventures for each such release.
Responsibility for Use of Digital Product(s). Licensee is responsible and liable for all uses of the Digital Product(s) and Documentation through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Digital Product(s) and Documentation by its Authorized Users or by any other Person to whom Licensee or an Authorized User may provide access to or use of the Digital Product(s) and/or Documentation, whether such access or use is permitted by or in violation of this Agreement.
Intellectual Property Rights. Licensee acknowledges and agrees that the Digital Product(s) and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Digital Product(s) or Documentation under this Agreement, or any other rights thereto other than to use the same in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Licensor reserves and shall retain their entire right, title and interest in and to the Digital Product(s) and all Intellectual Property Rights arising out of or relating to the Digital Product(s), except as expressly granted to the Licensee in this Agreement. Licensee shall safeguard all Digital Product(s) (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access. Licensee shall promptly notify Licensor if Licensee becomes aware of any infringement of the Licensor’s Intellectual Property Rights in the Digital Product(s) and fully cooperate with Licensor, in any legal action taken by Licensor to enforce its Intellectual Property Rights.
Payment. All License Fees and Support Fees are payable in advance in the manner set forth in the Order Form and are non-refundable.
Term and Termination.
- This Agreement and the license granted hereunder shall remain in effect for the term set forth on the Order Form or until terminated as set forth herein (the “Term”).
- Licensee may terminate this Agreement by ceasing to use and destroying all copies of the Digital Product(s) and Documentation.
- Licensor may terminate this Agreement, effective upon written notice to Licensee, if Licensee, breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured fourteen (14) days after Licensor provides written notice thereof.
- Licensor may terminate this Agreement, effective immediately, if Licensee files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property.
- Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and Licensee shall cease using and destroy all copies of the Digital Product(s) and Documentation. No expiration or termination shall affect Licensee’s obligation to pay all Licensee that may have become due before such expiration or termination, or entitle Licensee to any refund, in each case.
Disclaimer of warranties. SIMAGIC PROVIDES THE PRODUCT “AS IS” AND MAKES NO WARRANTIES THAT THE USE OF THE PRODUCT WILL NOT INFRINGE ANY INTELLECTUAL PROPERTY RIGHTS (INCLUDING ANY OTHER THIRD-PARTY RIGHTS). ANY WARRANTY AGAINST INFRINGEMENT THAT MAY BE PROVIDED UNDER THE APPLICABLE LAW AND/OR IN ANY OTHER COMPARABLE LAW OF ANY OTHER STATE OR NATION (SUCH AS IN SECTION 2-312(3) OF THE UNIFORM COMMERCIAL CODE) IS EXPRESSLY DISCLAIMED. SIMAGIC DOES NOT MAKE OR GIVE ANY REPRESENTATION, WARRANTY OR UNDERTAKING REGARDING THE PRODUCT OR ITS EFFECTIVENESS, QUALITY, FITNESS FOR PURPOSE OR THAT IT IS FREE FROM ANY DEFECT OR ERROR OR OF SATISFACTORY QUALITY. SIMAGIC DOES NOT MAKE OR GIVE ANY REPRESENTATION OR GUARANTEE THAT THE PRODUCT WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING OR OTHER SECURITY INTRUSION, AND COMPANY DISCLAIMS ANY LIABILITY RELATING THERETO. ALSO, THERE IS NO WARRANTY OF TITLE, WARRANTY OF FREEDOM OF INTERFERENCE WITH YOUR ENJOYMENT, WARRANTY OF AUTHORITY IN CONNECTION WITH THE PRODUCT OR INFORMATION AVAILABLE IN CONNECTION THEREWITH. THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
LIMITATION OF LIABILITY. COMPANY SHALL IN NO EVENT BE LIABLE FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR PRODUCT, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST PROFITS, LOSS OF INFORMATION OR DATA, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, ARISING IN ANY WAY OUT OF YOUR USE OF OR INABILITY TO USE THE PRODUCT.
Indemnification. You agree to defend, indemnify, and hold harmless the Company from all liabilities, claims, and expenses (including attorneys’ fees) that arise from or in connection with your breach of this Agreement or your use or misuse of the Product. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In that event, you shall have no further obligation to provide indemnification to Company in that matter. Applicable Law. You agree that the laws of United Kingdom, without regard to principles of conflict of laws, shall govern both this Agreement and any dispute that might arise between you and the Company in relation to your use of the Product and this Agreement.
Miscellaneous. Licensor shall not be liable to Licensee or be deemed in default or breach of this Agreement as a result of any failure or delay in performing its obligations hereunder caused by strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, or air conditioning.
All notices, requests, consents, claims, demands, waivers, and other communications made hereunder shall be in writing and shall be deemed given: (a) when delivered personally (with written confirmation of receipt); (b) when received by the addressee if sent via nationally recognized overnight courier (receipt requested); (c) on the date transmitted via facsimile [or e-mail] (with confirmation of transmission) if sent during the recipient’s normal business hours; and (d) Such communications must be sent to the respective parties at the addresses specified on the Order Form (or to such other address as a party may designate from time to time in accordance with this Agreement).
This Agreement, together with the Order Form and all other documents incorporated by reference herein, including the Licensee’s terms and conditions, constitutes the entire agreement between Licensee and Licensor regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
Licensee shall not assign or otherwise transfer any of its rights under this Agreement, or delegate or otherwise transfer any of its obligations or performance, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Licensor, which consent Licensor may grant or withhold in its sole discretion. Without limiting the preceding sentence, any merger, consolidation, or reorganization involving Licensee (regardless of whether Licensee is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement requiring Licensor’s prior written consent. Licensee is not relieved of any of its obligations or performance under this Agreement by delegation or other transfer. Any erroneous assignment, delegation, or transfer. Without the consent of Licensee, Licensor may freely assign or otherwise transfer all or any of its rights under this Agreement, or delegate or otherwise transfer all or any of its obligations or performance. This Agreement is binding on and inures to the benefit of the parties hereto, their permitted successors and assigns, and their respective permitted assigns.
This Agreement is solely for the benefit of the parties hereto and their respective successors and permitted assigns, and nothing contained herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any kind under or by reason of this Agreement.
This Agreement may be amended, modified, or supplemented only through a written agreement signed by each of the parties hereto. No waiver of any of the provisions hereof by either party shall be effective unless it is expressly stated in writing and signed by the party waiving. Except as expressly provided in this Agreement, no failure or delay in exercising any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Updating our Terms
We work constantly to improve our services and develop new features to make our Product better for you and our community. As a result, we may need to update these Terms from time to time to accurately reflect our services and practices. We will only make any changes if the provisions are no longer appropriate or if they are incomplete, and only if the changes are reasonable and take due account of your interests.
We will notify you (for example, by email or through our Products) at least 30 days before we make changes to these Terms and give you an opportunity to review them before they go into effect, unless changes are required by law. Once any updated Terms are in effect, you will be bound by them if you continue to use our Products.