NOTE FOR USER: PLEASE READ THIS AGREEMENT CAREFULLY. USE OF PART OR THE 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, LIABILITY 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), subject to the restrictions related to the use of free license (see item 5 below).
An account at the Axence Account web application is created automatically for the License User (both in the paid and free version). Regulations available at the following address https://account.axence.net/#/en/rules. The Axence Account web application 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), this may prevent the License from being used. In the case of a paid License, the deletion of the account at the Axence Account 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.
The Ordering Party and the License User are bound by the terms and conditions of the License. The Ordering Party is responsible for the use of Software by the License User in accordance with the License. The License User is responsible for the use of Software by the End User in accordance with the License. If no other individual arrangements are made with the Ordering Party or the License User, the Ordering Party and the License User are bound by the terms and conditions of License delivered and accepted in the course of first installation of Software by the License User, as amended in later versions that shall be made available at the Axence Account in a way enabling storage and reproduction. The mode of amending the terms and conditions of the License is determined in item 14.2 below.
The License Agreement covers all updates and new versions of Software that the User uses under the License Agreement, unless AXENCE sets forth other terms and conditions of License for the update of Software or the new version of Software in which case the User shall be informed about this in the mode specified in item 14.2 below. AXENCE shall independently decide whether new terms and conditions of License shall apply to all or only new versions of Software, and shall state this information when changing the terms and conditions of License in the mode specified in item 14.2 below
Prior to the installation of an update or new version of Software, the User shall be obliged to read not only the terms and conditions of the License but also the technical specification of the amendment made available to them in the mode specified in item 14.2. below.
“Software” means (a) all contents of files, disks, CD-ROM disks and other media supplied with this agreement or made available 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.
“License User” means the user of the Software (natural person or organisation) who accepts the terms and conditions of the License upon the first installation of the Software and, in the paid version, gains access to the Software on the basis of an order placed by the Ordering Party. The License User enables the End Users to use the License.
“End User” means the person actually using the Software covered by the License obtained by the License User.
“User” means the License User and the End User jointly
“Licensed Number” number of ordered Licenses subject to the fact that a single License allows for the use of Software at one Work Station and as part of a single Unique User Session launched at this Work Station
“Unique User Session” - definition means a session connection from the unique user understood as the unique SID identifier which is a numerical representation of the subject of security and is used to identify the domain or local computer user (more information on SID identifier available at: https://support.microsoft.com/en-us/help/243330/well-known-security-identifiers-in-windows-operating-systems).
“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.
“Work Station” means a Computer intended for direct use by the user, as well as for accessing a Computer or operating system by the remote access client (terminal services) or environment at a virtual machine, or any other equipment or software with a similar function on which nVision Agent shall be installed.
“Ordering Party” - entity ordering and paying for a specified number of paid licenses that uses the ordered Software on its own as the License User, or enables the License User to use the Software.
“AXENCE” shall be understood as:
a) for Ordering Parties and Users in the territory of the European Union and other counties, excluding item b), a company incorporated under the Polish law with the business name AXENCE SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ SPÓŁKA JAWNA (limited liability company, limited partnership), with its registered office in Kraków (30-527), ul. Na Zjeździe 11, with KRS (National Court Register) number: 0000903894, REGON (Statistical Number): 120773290, NIP (Tax Identification Number): 6751399589
b) for Ordering Parties and Users in the United States of America and Canada - AXENCE shall be understood as Axence Inc., with its registered office at 180 N. LaSalle Suite 3700, Chicago IL 60601 Tax Identification No. 30-0859649.
2. General terms and conditions of use. As long as the License 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 “Read me” file located with the mentioned materials. If a written contract is concluded between the User and AXENCE, the provisions of this contract shall prevail over these General terms and conditions of use.
2.1. Software License. By granting the License, AXENCE authorizes the User to use the Software in compliance with its purpose, in the configuration specified in the License or the proof of purchase of the Software, or any other Document binding to 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 License 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 Work Stations with access to the Software does not exceed the Licensed Number.
2.4. Installation of nVision Agents. The License User has the right to install nVision Agents on the specified number of Work Stations. This number is determined by the purchased License. The License User who uses a virtual machine environment should, before ordering the License, verify with the AXENCE representative whether the planned number of Licenses correspond to the actual demand in such environment.
2.5. Backup. The License 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 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 the 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. The structure, organization and source code of the Software is a valuable trade secret of AXENCE and its suppliers. The Software is also protected under the Polish Act of February 4, 1994 on copyright and the related 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 exception of cases allowed by the mandatory legal regulations. Trademarks shall be used in compliance with the applicable 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. Transfer of Rights. This Agreement does not authorize the borrowing, leasing, sublicensing or lending of the Software and Documentation. However, this Agreement does permit the transfer of all the 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 License 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 Work Stations on which all versions of the Software may be installed shall not exceed the Licensed Number. The Licensed Number shall also be exceeded (and thus it shall be impossible to use the Software), if the Software is installed on a greater number of Work Stations than the number of ordered Licenses (e.g. installation on another virtual machine despite the lack of a License) and if the Software is launched on one Work Station but as part of several Unique User Sessions. Exceeding the Licensed Number shall be a breach of this License. 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 shall have the right to further use the previous version of the Software provided 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 License User which holds a free license shall not be entitled to use the Software to perform any paid (either directly or indirectly) 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 License 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 the 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 express or implied, agreed contractually, habitually or in any other way, including (but not limited 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 a form as it was supplied and does not make any implied or express 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 for death or injury caused by a deliberate act or the gross negligence of AXENCE. Under this Agreement the User expressly 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 or obligations specified in item 6.
8. Software maintenance. On the basis of this License, the License 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 which constitutes an integral part of this License Agreement. The maintenance conditions are provided together with the License Agreement. This provision shall not apply to a free license.
9. Use of License. The License Users consent that if AXENCE or its duly authorized representatives so require, the Users 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 unit subject to export limitations imposed by the Republic of Poland, United States of America or to any nationals of any such countries, regardless of their place of stay, who intends 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 shall be settled:
This Agreement is not subject to the provisions of the United Nations Convention on the Contracts for the International Sale of Goods, the application of which is hereby clearly 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 the form in which 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 the future, that AXENCE has no contractual or 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 onto 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 term 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 onto 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 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 the commercial version of the Software onto 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 THE FORM IN WHICH 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”). License Expiry Date is determined by the Software itself. After the lapse of the Expiry Date, the License Agreement automatically expires, unless AXENCE extends the License as a result of 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 usage and the collection of telemetric data.
13.1. The control system for Software license . 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 Licensed Number, the number of network objects and the number of Users.
13.2. Telemetric data. AXENCE processes some quantitative data generated by the Software (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 telemetric data are collected only for statistical purposes and for the purposes of personalisation of the provided service, 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. In relation to the above-mentioned personalisation of service, the License User shall be informed by AXENCE or an Authorised Partner about the possibility of more effective use of the Software, particularly with regard to exceeding the Licensed Number (e.g. recommendation to change the license plan). AXENCE shall not provide the Authorised Partner with any telemetric data, but only the information on the scope of possible changes to the license plan. In such a case, the telemetric data shall be juxtaposed with the data from a given Ordering Party/ License User. This shall not apply to the data of the End User: the telemetric data are not linked to the data of a specific End User using the Software on a given Work Station
13.3. The User may object to the use of telemetric data for the purposes of service personalisation by sending a relevant request to the following address: firstname.lastname@example.org.
13.3. AXENCE shall keep the confidentiality of all transmitted data.
13.4. The contact details of the Ordering Party or the License User may be made available to the AXENCE Partners at the stage of the completion of the order for the License and at a later stage of cooperation with the Ordering Party or the License User. Similarly, such data may be obtained from the Partners at the above-mentioned stages. This constitutes the legitimate interest of AXENCE. The Ordering Party or the License User may object requesting:
14. 1. 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 content. This Agreement does not limit the rights of the Users arising from local legislation.
14.2. Change of License:
AXENCE reserves the right to change the License Agreement. Any Update to the Software or the introduction of a new version of the Software shall not require any change in the License, unless AXENCE decides otherwise.
The new version of the License shall be made available 14 days in advance via Axence Account created for the License User, and the information about this fact shall be sent to the provided email address of the License User. The License User/ Ordering Party shall be able to resign from the License by uninstalling the Software. In the event of resignation from the License, they shall not be entitled to the reimbursement of the paid License fee.
15. 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 the United States, the European Union, including Poland, and other countries.
The Controller of data of the Ordering Party and the License User (as well as their employees/ co-workers) is AXENCE ("Company").
Personal data shall be processed for the purposes of: conclusion and performance of the License Agreement, and performance of obligations arising from the provisions of the law, including the tax law.
All of the above-mentioned entities shall have the right to access their data, including the right to obtain a copy of data, data portability, the right to rectify and erase data, restrict their processing, lodge a complaint with the supervisory authority (in Poland: President of the Personal Data Protection Office), and the right to object (when the processing takes place under Article 6 section 1 letter f of GDPR)
With regard to the legitimate interest of AXENCE (Article 6 section 1 letter f) of GDPR), data of the Ordering Party and the License User may be obtained from the Partner in relation to the execution of the License Agreement.
The provision of data is voluntary however, it is necessary for the above-mentioned purposes. The Ordering Party and the License User may make available to AXENCE the personal data of their employees/ co-workers only under the legal basis for making the data available for the purposes of the performance of the License Agreement, after meeting the information obligation towards such persons and indicating, among others, AXENCE as the recipient of such data.
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