End User License Agreement for iMindQ
General Synami and iMindQ license
The following expressions shall have the following meanings assigned to them In this End User License Agreement (hereinafter referred as “EULA” or “the Agreement”), unless the context expressly provides otherwise:
“Documentation” A description of functionality, installation and use of the Software issued from time to time by Licensor either in hardcopy or in digital form.
“IT-system” The Licensee installation of Computers, Servers, Network etc. on which the Software shall operate regardless of whether the IT-system is operated by the Licensee itself or by a third party.
“Licensor” – SYNAMI DOOEL a Company incorporated under the laws of Macedonia that is developing, producing, supporting, marketing and/or selling software and consultancy services, individually or through its authorized partners or distributors.
“Licensee” The individual legal entity accepting digitally and/or signing in written this EULA where in the capacity of a Licensee or in any other capacity, which shall not re-sell, transfer, publish, disclose, display, modify, copy, decompile in whole or in part in any way, or remove any trade or other marks of the Software or otherwise make available to others any source code, object code or executive, documentation, or other material relating to the Software without expressed written approval by the Licensor or unless arranged to do it so under the terms and conditions of this EULA.
(a) The iMindQ® Software by Licensor
(b) Upgrades, derivatives, modified version, updates, additions if any obtained by the Licensee under a Software Maintenance Agreement with the Licensor (collectively, “Updates”).
“Software Maintenance and Assurance” or “SMA” The Maintenance and Assurance of the Software support as specified in article 2.6 of this Agreement.
“Software Subscription” Is a license of the Software with validity for use during the subscription period, with recurring payments for future validity periods. It includes support, updates and upgrades covered with Software Maintenance and Assurance program.
“New Release” Any enhanced or modified version of the Software from time to time issued by the Licensor or its authorized partners.
“Use” or “Using” Includes, access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation.
“Permitted Number” The number of users for whom the Licensee from time to time has bought a valid license.
“Perpetual License” Is a license of the Software with perpetual validity with one-time payment fee. It does not include support, updates and upgrades itself, however purchasing Software Maintenance and Assurance program can be made additionally.
“Trial Version” A version of the Software, to be used only to review, demonstrate and evaluate the Software for a limited period of time. The Trial Version may have limited features.
“Trial period” Period of time in which the Licensee can use the Software in order to review and evaluate its characteristics.
“Beta Version” A version of the Software, to be used only to review, demonstrate and evaluate the Software for a limited period of time. The Beta Version may have limited features.
“Beta Period” Period of time in which the Licensee can use the Software in Beta Version in order to review and evaluate its characteristics.
2. Software License
By accepting this End User License Agreement, the Licensee obtains a restricted, non-exclusive license to use the Software on its IT-system for the purposes described in the Documentation. The obtained license of the Software depends if Licensee has purchased a Perpetual License or a Software Subscription and shall have the rights granted depending on its purchase.
2. 2. General use
The Licensee may install and/or use a copy of the Software on its IT-system only up to the Permitted Number of users. It the number of users exceeds the number of Permitted users additional license shall be purchased.
2.2 Trial Use
The Licensee may install and/or use a Trial Version of the Software on its IT system/environment but only up to the Permitted Number of users and for the specified period of time. After the expiration of the trial period the Licensee shall cease using and shall uninstall the Software and all of its components from its IT system and environment or purchase a license.
2.3. Beta Use
The Licensee may install and/or use a Trial Version of the Software on its IT system/environment but only up to the Permitted Number of users and for the specified period of time. After expiration of the Beta period the Licensee shall cease using and shall uninstall the Software and all of its components from its IT system and environment or purchase a license.
2.4. Server use
Server components of the Software are licensed for a Licensee. Provided that Licensee’s usage is within the limits given in Licensee’s valid license, Licensee may install and use copies of server components of the Software on one or several computer file servers as it best suits the Licensee company network topology and geographical distribution of organizational units.
2.5. Back up copy
Licensee may make one or more backup copies of the Software, provided the backup copies are not installed or actively used on any IT-system. Licensee may not transfer the rights to a backup copy unless Licensee transfers all rights of the Software as provided in Section 4.
2.6. Software Maintenance and Assurance
a. Licensor agrees to provide Software Maintenance and Assurance (SMA) pursuant to the terms and conditions set forth herein provided that SMA Fee is paid. SMA will be provided for a period of one year, unless otherwise agreed to by the parties in writing, from the date of purchase of the SMA with the Software or with renewals, annually from the expiration date of the prior SMA Term. Failure to renew SMA may result in Licensee having to purchase an Upgrade license in order to receive future versions of Software and associated SMA.
b. SMA Services are the following:
i. Maintenance – email and telephone support for current versions of the Software. For support requests received during normal working hours, the initial response time is up to 12 hours, depending from the priority. In case the request is received outside these hours, the response time is measured from the start of the next business day.
1. Resolution time depends from the request type. For regular service requests connected with the license, downloading, installing or using the Software, the resolution time is up to 48 hours.
2. In case of reported defects, or required change requests and improvements, the resolution time will depend from the severity of the defect/request and the time until the next Software release or patch where the fix will be applied.
ii. Assurance – Customers are entitled to receive all new versions and upgrades during the SMA period. These upgrades, along with interim service packs, will be made available for distribution by Live Update service or by manual download.
1. All clients are entitled to receive all upgrades available during the period of the SMA even if the SMA has expired.
iii. SMA provided is limited to the most current version of the Software and the two preceding major versions.
c. Exclusions. Licensor’s obligation to provide SMA is contingent upon proper use of the Software and full compliance with this Agreement. There is no obligation to provide SMA should such services are required due to:
i. Failure to operate the Software within the system requirements specified by the Licensor
ii. Modification or attempted modification of the Software are done by Licensee or third party without Licensor written approval
iii. Failure or refusal to implement recommended Software upgrades.
3. Intellectual Property Rights
The Software and any copies the Licensee is authorized to make are the intellectual property of and owned by the Licensor as its sole proprietary. The structure, organization and source and object code of the Software are valuable trade secrets and confidential information of Licensor.
The Software and all its components, is protected by copyright, and are deemed to be trade secrets, no matter if registered or not, including without limitation by international treaty provisions and all applicable laws worldwide.
The Licensee may not use the Software, except as set forth in Section 2 (“Software License”).
Any copies that the Licensee is permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software.
The Licensee is prohibited to modify, enhance or in any way adjust, adapt or translate the Software without Licensor expressed written consent.
The Licensee is prohibited to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent it may be expressly permitted to decompile under applicable law, or if it is essential to do so in order to achieve operability of the Software with another software program, provided that the Licensee has first requested the Licensor to provide the information necessary to achieve such operability and the Licensor has provide such information and granted approval within reasonable time. The Licensor shall be entitled to impose reasonable conditions and to request payment from the Licensee of a reasonable fee before providing such information. Any information supplied by the Licensor or obtained by the Licensee as permitted hereunder, may only be used by the Licensee for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression or functionality and purpose of the Software. Requests for information should be directed to the Licensor in writing.
Except as expressly stated above, this Agreement does not grant Licensee any intellectual property rights to the Software or any of its components.
The Licensee may not transfer or assign, rent, lease, sublicense or authorize all or any portion of the Software to be copied and used by another person or legal entity other than as specified in Section 2 above, nor transfer or assign to any third party this Agreement, unless explicitly confirmed and agreed to in writing with the Licensor to do so.
Licensor may transfer or assign the Software or this Agreement to a third party without requiring prior approval from Licensee.
We respect and protect your privacy. The Licensor will maintain all user created data and information in strict confidence (unless a user wishes to publish it) according to applicable law. The Licensor will take the same care to protect Licensee’s information as would do with information that belongs to the Licensor itself.
6. Multiple Environment Software / Multiple Languages
Software / Dual Media Software / Multiple Copies/ Bundles / Updates.
If the Software supports multiple platforms or languages, if Licensee receives the Software on multiple media, if Licensee otherwise receives multiple copies of the Software, or if Licensee receives the Software bundled with other software, the total number of users may not exceed the Permitted Number.
Licensor warrants that it has sufficient right and interest in the Software to grant the licenses herein.
Licensor shall defend, indemnify and hold harmless Licensee from and against any and all damage, cost and expenses (including reasonable attorneys’ fees) incurred as a result of any claim, suit or proceeding brought against Licensee based on a claim that the use of the Software constitutes an infringement of any patent or copyright, or an unauthorized trade secret use; provided that Licensor has been notified promptly in writing of such claim, and given authority, information, and assistance (at Licensor’s expense) to handle the claim or the defense of any suit, proceeding or settlement.
In the event that the Software or any part thereof is in such suit held to constitute an infringement and/or its further use is enjoined by third parties, Licensor shall, at its own expense and at its option either:
a) Procure for Licensee the right to continue the use of the Software, or
b) Replace the same with non-infringing Software of equivalent function and performance, or
c) Modify Software so that it becomes non-infringing without detracting from function or performance.
Should none of these measures prove successful in spite of Licensor using its best efforts, Licensor will refund the aggregate amount of all license fees paid to Licensee. This shall be the sole and exclusive remedy the Licensor will be obligated to extended to the Licensee.
8. Refund Policy
If you purchase our Software, after your payment has been cleared you will receive an e-mail with the purchase code to activate the software. Once this information is emailed to you, no refunds will be given. We have this policy since it would be impossible for you to return your registered version of our software. Ordering a software license signifies that you have read and agree with and fully accept the terms of this refund policy.
9. Limitation of Liability
THE SOFTWARE IS PROVIDED BY LICENSOR TO LICENSEE “AS IS”. THE FOREGOING LIMITED WARRANTY STATES THE SOLE AND EXCLUSIVE REMEDIES ON PART OF THE LICENSEE FOR THE LICENSOR’S BREACH OF WARRANTY. THE LICENSOR DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS THE LICENSEE MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE IN THE LICENSEE’S JURISDICTION, THE LICENSOR MAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESSED OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NONINFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
The provisions of this Section 9 shall survive the termination of this Agreement, whatsoever caused, but this shall not imply or create any continued right to use the Software after termination of this Agreement.
IN NO EVENT SHALL THE LICENSOR BE LIABLE TO THE LICENSEE FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A REPRESENTATIVE OF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN THE RELEVANT JURISDICTION. THE LICENSOR’S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY.
10. Governing law
This Agreement will be governed by and construed in accordance with the substantive laws in force in the Republic of Macedonia. The Macedonian courts shall have exclusive jurisdiction over all disputes relating to this Agreement.
11. General Provisions
If any part of this End User License Agreement is found void and unenforceable, it will not affect the validity of balance of the Agreement, which shall remain valid and enforceable according to its terms.
This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified in writing signed by an authorized officer of the Licensor.
Updates may be licensed to Licensee by the Licensor with additional or different terms.
This is the complete agreement between the Licensor and the Licensee relating to the Software and it supersedes any prior agreements, representations, discussions, undertakings, communications or advertising relating to the Software.
12. Compliance with Licenses
The Licensee shall be obliged – upon request from the Licensor – within thirty (30) days to fully document and certify that use of any and all of the Licensor’s Software at the time of the request is in conformity with the valid licenses terms and conditions.
Licensor shall have the right to inspect the premises of Licensee to satisfy itself of compliance if the presented documentation does not convince Licensor of compliance.
LICENSEE EXPRESSLY ACKNOWLEDGES TO HAVE READ THIS AGREEMENT AND UNDERSTANDS THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET IN THIS END USER LICENSE AGREEMENT
BY INSTALLING THE iMindQ® SOFTWARE, LICENSEE EXPRESSLY AGREES TO BE BOUND BY THE TERMS AND CONDITIONS SET HEREIN.
SYNAMI DOOEL Skopje
11-ti Oktomvri, 33A, Skopje, Macedonia
Phone: + 389 2 30 97 400
Fax: + 389 2 30 97 414
Email: [email protected]