End User License Agreement for Software produced byAxence Inc. with its registered office in Chicago, USA, hereinafter referred to as AXENCE
NOTE FOR USER: PLEASE READ THIS AGREEMENT CAREFULLY. USE OF PART OR FULL SOFTWARE SUPPLIED BY AXENCE RESULTS IN THE ACCEPTANCE OF THE TERMS AND CONDITIONS OF THE AGREEMENT, TOGETHER WITH THE LIMITATIONS CONCERNING: USE SPECIFIED IN ITEM 2, RESALE SPECIFIED IN ITEM 4, WARRANTY SPECIFIED IN ITEM 7 AND WITH THE SPECIAL EXCEPTIONS SPECIFIED IN ITEM 12. THE SOFTWARE USER AGREES THAT THIS AGREEMENT IS AS EFFECTIVE AS AN AGREEMENT SIGNED PERSONALLY. IF THE USER DOES NOT AGREE TO THE TERMS AND CONDITIONS OF THE AGREEMENT, THE USER MUST CEASE TO USE THE SOFTWARE.
The provisions of this License Agreement apply to both the paid and free version of the license. The license may be used only by persons using the Software for economic or professional activities (that is persons who are not consumers within the meaning of Article 221 of the Civil Code), subject to the restrictions related to the use of a free license (see point 5 below).
An account at the Axence Account website is created automatically for the user of the License (both in the paid and free version) (Regulations available at the following address: https://account.axence.net/#/pl/rules ). The Axence Account Website is used to perform the License Agreement and enables, among other things, the management of received Licenses. If the account is deleted (in a way described in the Regulations of the Axence Account Website), this may prevent the License from being used. In the case of a paid License, the deletion of the account at the Axence Account Website suspends the possibility of using the License, but the period for which the License has been ordered (if it refers to a temporary subscription) still runs its course, and no reimbursement of the License fee is provided for the suspension period. If the account is restored in a way described in the Regulations of the Axence Account service, this enables further use of the License.
1. Definitions. “Software” means (a) all contents of files, disks, CD-ROM disks and other media supplied with this agreement or sent by AXENCE or its representative through the means of remote communication, including (but not limited to): (i) computer data or software supplied by AXENCE or any other independent software vendor; (ii) digital images, photos, drawings, sounds and other artistic works (“Multimedia Resources”); (iii) printed or electronic manuals (“Documentation”); and (b) updates, modified versions, patches, add-ons and copies of the Software, licensed to the User by AXENCE (collectively referred to as “Updates"). “License” means an agreement determining the legal conditions and limitations governing the use of the Software. “User” means a user of the Software on the basis of a License granted by AXENCE. “Use” means accessing, installing, loading, copying or any other profiting from the Software according to the Documentation. “Licensed Number” means the total maximum number of workstations on which all versions of the Software may be installed. “Computer” means an electronic device which accepts information in digital or similar form and processes it in order to obtain a specified result based on the sequence of commands. “Workstation” means a computer intended for direct use by the user, as well as for accessing a computer or operating system by the remote access customer (terminal services) or any other equipment or software with a similar function on which Agent nVision will be installed. “AXENCE” shall be understood as a company incorporated under State of Illinois law under the business name Axence Inc. with its registered office in Chicago, IL 60601, at 150 N. Michigan Ave. Ste 2800, Tax Identification No. 30-0859649.
2. General terms and conditions of use. As long as the User complies with the terms and conditions specified in this License Agreement (in short referred to as the “Agreement”), AXENCE grants to the User a non-exclusive License for the use of the Software for purposes specified in the Documentation. Some materials provided by third parties may be subject to separate terms and conditions, usually described in the “Readme” file located with the mentioned materials.
2.1. Software License. By granting the License, AXENCE authorizes the User to use the Software in compliance with its purpose, in configuration specified in the License or the proof of purchase of the Software, or any other Document binding the Parties. The License also includes the right to use the Documentation supplied to the User with the Software. AXENCE grants the right to use the Software for the time specified in the License.
2.2. Software components: Axence nVision® management server, nVision management console, nVision Agent.
2.3. Use on server. The User may install one copy of the Axence nVision® management server and multiple copies of nVision management console for the sole purpose of use of the Software by means of commands, data or instructions (scripts) from another networked computer, with the reservation that the total number of Workstations with access to the Software does not exceed the Licensed Number.
2.4. Installation of nVision Agents. The User has the right to install nVision Agents on the specified number of Workstations. This number is determined by the purchased License.
2.5. Backup. The User has the right to make a backup copy of the Software on condition that it is not installed or used on any Computer. The backup copy can be used only as a protection against damage of the Software. The Backup cannot be transferred to any third party. The rights to a backup copy cannot be transferred without transferring all rights to the Software in compliance with item 4. the Backup copy does not include a copy of the installation version of the Software.
3. Copyrights. The entity authorized to exercise proprietary copyrights to the Software is AXENCE and its suppliers. The structure, organization and source code of the Software is a valuable trade secret of AXENCE. The Software is also protected under the Act on copyright and the neighboring rights and respective international agreements. The Software shall be treated as any other work subject to copyright protection. The User shall not copy the Software or the Documentation with the exception of cases specified in item “General terms and conditions of use”. All copies permitted by this Agreement shall contain the same information on the copyrights and all other respective notes included on or within the Software. The User undertakes not to expand the functionality of the Software, and also not to modify, adapt, translate, decode, decompile, disassemble or in any way attempt to retrieve the source code of the Software, with the exceptions of cases allowed by the unconditionally binding legal regulations. Trademarks shall be used in compliance with the binding legal regulations. Trademarks can be used only for the marking of the printouts performed by the Software. The User does not receive any copyright to the Software.
4. Permits the transfer of all licensee’s rights to Software and Documentation to another natural person, legal person or unincorporated organisational unit if the following conditions are met: (i) the Software and all its copies, updates, previous versions, Documentation and this License Agreement are transferred to the natural person, legal person or unincorporated organisational unit, (ii) the previous User does not retain any copy of the Software, including the copies kept on the computer, (iii) the User to whom the rights have been transferred consents to the terms and conditions of this License Agreement.
5. Multi-platform software / Multilingual software / Software on multiple media / Multiple copies / Bundles / Updates. If the Software supports multiple platforms or languages, if the User received the
Software on multiple media, or if the User in any way received multiple copies of the Software, or if the User received the Software in a bundle with other software, the total number of Workstations on which all versions of the Software may be installed shall not exceed the Licensed Number. The User does not have the right to rent, lease, sublicense, lend or pass on any versions or copies of the Software which are not used. If the Software is an update of the previous version of the Software, the User must hold a valid license for the previous Software version in order to legally use the Update. The User has the right to the further use of the previous version of the Software on condition that: the Update and the previous version are installed on the same computer, the previous version has not been passed on to any third person or transferred to another computer (with the exception of the case when the Update is also transferred) and it has been confirmed that all the responsibilities of AXENCE for the support of the previous version of the Software expire with the introduction of the Update.
5a. A User which holds a free license shall not be entitled to use the Software to perform any paid services, actions, measures or activities of a professional or commercial nature for any third party. In order to perform the above-mentioned services, actions, measures or activities, the User should buy a paid License for the use of Software.
5b. A User may only benefit from the rights under one free license. The use of a greater number of free licenses by the User shall be a material breach of the terms and conditions of the license.
5c. Axence may condition the use of the free License on the provision of contact data and the granting of marketing consent by the License User. Ordering a paid license or ending the use of a free License is not automatically understood as withdrawing the marketing consent (it may be withdrawn at any time in the mode described below). The withdrawal of the marketing consent referred to above may result in blocking the free License. The statement on granting consent shall be obtained in an explicit way, and thus the download of Software or the conclusion of the License Agreement shall not be automatically understood as granting consent.
6. Exclusion of liability. AXENCE and its suppliers do not guarantee and cannot guarantee the performance or effective use of the Software. AXENCE and its suppliers do not provide any guarantees, conditions, resolutions and statements, either direct or implied, agreed contractually, habitually or in any other way, including (but not limiting to) a guarantee against the possible violation of copyrights of third persons, a guarantee of integration, satisfactory quality or suitability for any specific purpose.
7. Limitation of liability. AXENCE licenses the Software in such form as it was supplied and does not make any implied or direct statements about its suitability for specific purposes. Under no circumstances can AXENCE and its suppliers be held responsible for damage or the violation of the rights of third parties, caused directly or indirectly by the operation of the Software, including all damages resulting from the inability to use, work interruptions and any other recurring, incidental or special damages of any kind, including the loss of profits or the loss of cost reduction, regardless of the fact, whether a representative of AXENCE was informed about the risk of such damage or claims from third persons. None of the limitations contained herein limit the liability of AXENCE due to death or injury caused by a deliberate act or the gross negligence of AXENCE. Within this Agreement the User directly approves the right of AXENCE to act on behalf of its suppliers solely in the scope of limitation of liability, exclusion and/or limitation of duties and obligations specified in item 6.
8. Software maintenance. On the basis of this License, the User of the Software shall be entitled to use the Software maintenance service for one year from the date of Software purchase in compliance with the rules specified in a separate document. This provision shall not apply to a free license.
9. Use of License. The User, who is a legal person, consents that if AXENCE or its duly authorized representatives so require, the User shall fully document the use of the entire AXENCE Software with regard to compliance with the AXENCE License Agreement within 30 (thirty) days of such a request.
10. Rules of export. The User agrees not to export and not to re-export the Software, any of its parts, or any process or service being the direct product of the Software (hereinafter jointly referred to as “Reserved Components”) to any country, natural or legal person or unincorporated organisational unitsubject to export limitations imposed by United States or to any nationals of any such countries, regardless of their place of stay, who intend to pass on or send the Reserved Components back to this country. All rights to use the Software are granted upon the assumption that they are revoked in the case of violation of the above reservation.
11. Governing law. All disputes related to this Agreement will be settled on the basis of the State of Illinois law. This Agreement is not subject to the provision of the United Nations Convention on the Contract for the International Sale of Goods, the application of which is hereby directly excluded.
12. Special exceptions.
12.1 Terms and conditions related to test products. This item of the Agreement is applicable if the Software received with this Agreement is a test or beta Software (“Test Software”). If any of the provisions of this item are contradictory with any other provisions of the Agreement, the provisions of this item are applicable in the scope necessary to resolve the conflict. The User receiving the Test Software acknowledges that the software is not in ready condition, does not represent the finished product of AXENCE and may contain errors and cause other problems, possibly resulting in a system crash and/or data loss. In consequence the Test Software functions in such a form as it was supplied without any warranties or liabilities, and the User accepts the possible negative consequences of the use of the Test Software. The User acknowledges that AXENCE does not promise and does not guarantee that Test Software will be announced and made available to anyone in future, that AXENCE has no contractual nor implied obligation to announce or introduce the Test Software on the market, and that AXENCE may not introduce a product similar to or compliant with the Test Software to the market. According to the above conditions, the User accepts that all research and developments performed in relation with the Test Software or another product related to the Test Software were performed at the User’s sole risk. During the period of this Agreement, upon the request of AXENCE, the User agrees to provide AXENCE with information about the testing of the Software, together with an error report. If the User received the Test Software on the basis of a separate agreement, the use of the Test Software is also subject to such an agreement. The User agrees and confirms that the User does not have the right to sublicense, lease, rent, lend or pass on the Test Software. After receiving a subsequent version of the Test Software, or after introducing a commercial version of the Software to the market, regardless of the fact whether it is an independent product or part of bigger unit, the User agrees to return or destroy all previous versions of the Test Software received from AXENCE or its representative and to observe the provisions of the End User License Agreement. The User is obliged to return or destroy all versions of the Test Software within 30 (thirty) days from the day of the completion of tests of the Software, if this date is earlier than the first day of introducing of the commercial version of the Software to the market.
12.2 Trial versions, demo versions, not for resale versions, additional conditions. If the product received with this License is a trial version, demo version or a copy not for resale (“Trial Version”), the following conditions are applicable until the purchase of the full product. If any of the provisions of this item are contradictory with any other provisions of the Agreement, the provisions of this item are applicable in the
scope necessary to resolve a conflict. THE USER ACKNOWLEDGES THAT TRIAL VERSIONS OF THE SOFTWARE HAVE LIMITED FUNCTIONALITY AND/OR A LIMITED TIME OF OPERATION. AXENCE LICENSES THE SOFTWARE IN SUCH A FORM AS IT WAS SUPPLIED ONLY FOR THE PURPOSES OF PRESENTATION. If the Trial Version of the Software is time-limited; the program will cease to function after a specified time (e.g. 15, 30 or 45 days) from the installation (“Expiry Date”). Software Expiry Date is determined by the License itself. After the Expiry Date passes, the License Agreement automatically expires, unless AXENCE extends the License through purchase of the full version of the Software. The User hereby acknowledges that Trial Versions of the Software expire after the Expiry Date and as a result of the above, access to files or printouts made by the Trial Versions of the Software is performed upon the sole responsibility of the User.
13. Control of Software use and the collection of telemetric data.
13.1. Control system for licenses managing the Software use. The user acknowledges and accepts that the Software automatically communicates with AXENCE in order to ensure correct operation and the monitoring of Software compliance with the purchased license. Such data include the name of the installation server, IP address, the number of permitted Work Stations, the number of network objects and the number of Users.
13.2. Telemetric data. AXENCE processes some quantitative data generated by the Software only for statistical purposes (which do not allow the identification of persons and/or personal data). Detailed information about such data can be found here: https://axence.net/en/telemetric-data The above-mentioned data are collected only for statistical purposes to be used only by AXENCE, and are not made available to any other entities. No other data generated by the Software are collected or transmitted.
13.3. The User has the right to withdraw their consent for such communication and data processing only by uninstalling the Software.
13.4. Axence shall keep the confidentiality of all transmitted data.
14. Final provisions. If any part of this Agreement is considered by any of the parties as unnecessary or irrelevant, it does not invalidate the entire Agreement which remains effective, and the provisions of which can be exercised according to its contents. This Agreement does not limit the rights of the User resulting from the local law.
For more information on this Agreement, contact the local representative of AXENCE. Axence, Axence nVision®, Axence nVision® Pro, Axence nVision® Free and Axence netTools are registered trademarks or trademarks of AXENCE in United States and/or other countries.
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