End User License Agreement (ÒEULAÓ)
CAUTION: YOU SHOULD CAREFULLY
READ THE FOLLOWING TERMS AND CONDITIONS
OF THIS AGREEMENT BEFORE INSTALLING OR USING THE SOFTWARE
PRODUCTS
AND DOCUMENTATION TO WHICH THIS AGREEMENT RELATES. BY
ACCEPTING
THIS AGREEMENT YOU ARE CONSENTING TO BE BOUND BY THE TERMS
AND
CONDITIONS CONTAINED HEREIN AND ACKNOWLEDGING YOUR AUTHORITY
TO DO SO ON BEHALF OF YOUR
COMPANY (IF APPLICABLE). IF YOU DO
NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT PROCEED
WITH
THE INSTALLATION OF THE SOFTWARE.
1. License Grant
1.1 Subject to the terms and conditions contained herein, Acorn
IT (ÒLicensorÓ) grants you (ÒLicenseeÓ) a non-exclusive, non-transferable,
limited, personal license (without
the right to sublicense) to use the software product(s), for
which valid license files have
been issued by the Licensor.
Any update, new release, version or enhancement issued to
Licensee by the Licensor
relating to the Product previously licensed to Licensee shall
terminate such previously licensed Product or Update to the extent replaced by
the Update. Each Update shall be
subject to the terms and conditions of the license agreement accompanying the
Update.
1.2 Through
this agreement the Licensee acquires only the right to use the Program
non-exclusively, for the purpose and in the terms of this agreement, all titles
and copyrights in connection with the Program,
the documentation relating to the Program, the accompanying printed materials
and any copies of the Program, including the source code, remaining in the
property of the Licensor. The Licensor reserves
all rights not expressly granted to Licensee in this Agreement.
1.3 The terms of the license (licensing model, duration) is
set forth in the order, unless
otherwise terminated in accordance with the terms of this
Agreement.
1.4 Licensee agrees to pay the applicable fees as set forth
in the Order. Licensee further agrees to pay any applicable taxes,
the fees are exclusive of any such taxes or tariffs unless
expressly stated in the Order.
2. License Restrictions
2.1 With
the strict exceptions provided for in this agreement, the Licensee agrees
not to multiply, sell, sublicense, rent, load, outsource the Program and/or the
accompanying printed materials and any copies of the Program and/or confer any
third party any right about the Program and/or the accompanying printed
materials and any copies of the Program. Also, the Licensee agrees not to
allow any third party to use or access the Program in any way, directly or
indirectly.
2.2 The license model for the Product is set forth in the
Order.
2.3 Additional restrictions and third party rights are set
forth in the Order or the ISV Agreement, if applicable.
2.4 If Licensee receives the Product in conjunction with a
software application provided by a third party (ISV), the Product may only be used
with or as part of such software application.
2.5 Licensee agrees
not to further develop, alter or modify the Program and the related
documentation and not to translate, adapt, arrange, transform, decompile,
reverse the engineering of the Program and/or related documentation.
2.6 Licensee
does not have the right to assign all or part of this license agreement.
2.7 Licensee agrees
not to use any equipment, device, software or other means designed to
circumvent or remove any restrictions on using the Program.
2.8 Licensee must
use the Program only on the conditions and for the purposes set out in this agreement.
3. Liability
3.1 If the Licensee
breaches any of his
obligations set forth by this agreement, the Licensor has the right to invoke
the full termination of this agreement without court intervention and without
any other formality, if the Licensee does not remedy the breach of his own obligations within 30 days
after the date of receipt of the notification in this regard from the Licensor.
In case of termination, the amounts paid by the Licensee for the License and the Maintenance will
remain at the Licensor, by way of damages, without this limiting the right of
the Licensor to seek full compensation for the damage by the Licensee, if it is higher than the amounts
paid by the Licensee for
the License and for the Maintenance.
3.2 The Licensor
warrants that from the date the Program is made __available to the Licensee and
for ninety (90) days (defect liability period) the Program will provide the
features and functions generally described in the usersÕ documentation and that
the support that the Program is provided on, if any, will be free from material
defects.
3.3 The Licensor
does not warrant that the functionality of the Program will meet the
requirements of the Licensee and/or his clients and/or his partners or that the
use of the Program will be uninterrupted or permanently without error. In
this regard, unless the conduct on the Licensor is based on intent or gross
negligence, the Licensor is not liable for any loss or damage of any kind,
direct or collateral, suffered by the Licensee and/or his clients and/or his
partners due to use of the Program, for a possible interruption of the
availability of the Program or for possible __errors of the Program, including
the failure in any way of other programs and/or databases that interact with
the Program.
4. Other Clauses
4.1 To
ensure the compliance with this agreement, the Licensor has the right to
install, to be authorized the access and to use programs to enable the
automatic tracking of the Program, which programs the Licensee will be required
not to interrupt or impair in any way. The Licensee must keep a record of
the use of the Program.
4.2 The Licensor
or a person appointed by him, with a prior notification, may audit all records
shown above and, if necessary, may also control the systems on which the
Program is installed or any update, in order to ensure
the compliance with this agreement.
5. Cancelation
5.1 This
agreement may be terminated by cancellation, as provided in article 3.1 of
this agreement, or by any other means provided by law and/or in the
present agreement.
6. Confidentiality notices
6.1 The
provisions of this agreement and all acquired information related or under this
agreement and all information on the Program and the accompanying printed
materials, including, but without limiting to those regarding the mode of
operation, installation, use of the Program, are confidential.
6.2 The Licensee
must preserve, protect and not disclose confidential information, directly or
indirectly, to any third person, except the employees and consultants of the Licensee,
with which the Licensee will close confidentiality agreements, the Licensee
being directly liable before the Licensor for the failure to observe the
obligation of confidentiality by the employees and/or consultants to whom he
revealed the confidential information.
6.3 The Licensee must keep the confidential information confidential for the duration of this agreement and also, after it ends, for an unlimited period. If the disclosure of confidential information is mandatory under a statutory provision, the Licensee must immediately notify the Licensor, in sufficient time to enable it to seek a solution to prevent the disclosure of that information or limit the possible damage caused by the disclosure of the information.
7. Final provisions
7.1 The nullity
of a provision of this agreement shall not affect the validity of the entire
agreement, unless it is an essential clause, without which the parties would
not have entered into this agreement. In all cases where a clause of this
agreement is affected by nullity, the parties undertake to find a variant in
which it meets the legal requirements of validity and reflects their will at
the same time.
7.2 The
parties expressly declare that they accept the provisions of articles 2, 3, 4 and
6 of this agreement and all other clauses of this agreement.
7.3 The law
applicable to this agreement is the Romanian law. Any disagreements on
this agreement will be settled amicably by the parties. In
the event that the parties will not resolve the disputes amicably, they
will be resolved by the competent courts of the city of Cluj-Napoca.
7.4 This Agreement has been drawn up in English at the
express
wish of the parties.
7.5 This
agreement represents the will of all the parties and removes any agreement
prior to its conclusion.