End User License Agreement (“EULA”)

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 (“Licensor”) grants you (“Licensee”) 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 users’ 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.