End-User License Agreement
This is an agreement between You and Zennous SA, Carrefour de Rive 2, 1207 Geneva, Switzerland (email@example.com) (“Company“).
You represent and warrant that You have read and understood the terms and conditions of this EULA in their entirety and, if You are entering into this EULA on behalf of an entity, that You have authority to bind that entity. BY Using the Software You agree to be bound by all of the terms and conditions of this EULA and any amendment thereto, pursuant to Section 14. You especially agree TO PAY THE LICENSE FEES, to the Limitations and Exclusions of Liability and Disclaimer, as well as to be subject to the Records and Audit obligations set forth in Sections 5, 6 and 9. If You do not have the aforementioned authority or if You do not agree to the terms of this EULA, neither You nor the entity may Use the Software and You shall destroy all copies of Software in Your possession or control.
“Documentation“ is the Company user or technical manuals, training materials, specifications or other documentation applicable to the Software and made available to You by Company and/or its affiliates.
“EULA” means this End-User License Agreement.
“License”: defined in Section 2.
“License Fees”: defined in Section 2.
“Software” means the Company computer program “Advixta” and any Upgrades made available to You by Company and licensed to You by Company and/or its affiliates, regardless of the media on which it is used.
“Upgrades” means all updates, upgrades, bug fixes, error corrections, enhancements and other modifications to the Software and backup copies thereof, which may be automatically installed.
“Use” or “Using” means to download, install, activate, access or otherwise use the Software, even for demonstration/evaluation purposes.
“You” and “Your” means the individual or legal entity licensing the Software under this EULA.
Subject to (a) compliance with this EULA; (b) payment of the applicable License Fees; and (c) Use of the Software within the limits imposed by Acceptable Use Policy –, Company grants You, and You accepts, a non-exclusive and non-transferable license for a period of twelve (12) months renewable automatically to use the Software and Documentation to be run on one single (virtual) device only and for Your own use and internal operations only (“License”).
For the sake of clarity, the Software is not sold to You and this EULA creates no obligations on the part of Company, its affiliates and licensors, other than as specifically set forth herein. Company, its affiliates and licensors, reserve all rights not expressly granted to You in this EULA.
The “License Fees” amount to
USD 7.95 for Enterprice Standard package or USD 9.95 for Enterprice Pro package
each month and per device and shall be paid within twenty (20) days from the date of the monthly invoice issued by Company. Prices include VAT. For package details, please visit the Pricing Page.
Upon the expiration of the original term or any renewal thereof, this EULA shall be automatically renewed for a twelve (12)-months period unless, at least sixty (60) days prior to the renewal date, either party gives the other party written notice (e.g. email) of its intent not to continue this EULA.
3. Intellectual Property
Company, its affiliates and/or licensors retain ownership of the Software and of all intellectual property rights in and to the Software, including copies, improvements, enhancements, derivative works and modifications thereof, as well as of trademarks and/or service marks of Company and/or its affiliates. No rights, other than those expressly granted to You by this EULA, with respect to the Software or any related intellectual property rights are granted to You, or implied, by Company, its affiliates and licensors and You do not possess any.
4. License Limitations and Restrictions
Subject to applicable law, You will not and will not allow a third party, unless expressly authorized by Company or its affiliates in writing, to (a) transfer, sublicense, rent, lease or assign Your rights under this EULA and/or the Software to any other person or entity; (b) modify, adapt or create derivative works of the Software or Documentation; (c) reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the Software, which are valuable trade secrets and confidential information of Company, its affiliates and/or licensors; (d) make the functionality or the source code of the Software available to third parties; (e) Use the Software, which is licensed for a specific (virtual) device, on another (virtual) device; (f) Use Upgrades unless You, at the time of acquiring such Upgrade, already hold a valid license to the original version of the Software, are in compliance with such license and have paid the applicable fee for the Upgrade; (g) remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks on or within the Software; (h) use the Software as a control system requiring fail-safe performance in which the failure of the Software could lead directly to harm including environmental damage, personal injury or death; and (i) use Company and/or its affiliates’ trademarks and/or service marks.
5. Limitations and Exclusions of Liability
Subject to applicable law, Company, its affiliates, officers, directors, employees, agents, suppliers and licensors, whether individually or collectively, shall not be liable, whether in warranty, contract or in tort (including negligence) or in any legal theory – regardless of whether arising out of or in connection with the use, misuse, or inability to use the Software or otherwise and regardless of whether foreseeable – for any loss or damage, and shall especially not be liable for the following: (a) indirect, incidental, exemplary, special, consequential or punitive damages; (b) loss or corruption of data or interrupted or loss of business; or (c) actual or anticipated loss of revenue, profits, goodwill, reputation, contracts, profits or savings.
Except as expressly set forth above, Company, its affiliates and/or its licensors provide the Software “as is” and expressly disclaim all warranties, conditions or other terms, whether express, implied or statutory, including without limitation, warranties, conditions or other terms, including but not limited to, merchantability, fitness for a particular purpose, design, condition, capacity, performance, title, and non-infringement of third party rights. Company, its affiliates and its licensors, do not warrant that the Software will operate uninterrupted, error-free and that all errors will be corrected. In addition, Company, its affiliates and its licensors do not warrant that the Software or any equipment, system or network on which the Software is used will be free of vulnerability to intrusion or attack. No oral or written information or advice given by Company, its affiliates, officers, directors, employees, agents, suppliers and/or licensors shall create a warranty or in any way affect this disclaimer. You assume all responsibility to achieve Your intended results and for the installation, Use and results obtained from it. Company, its affiliates and licensors, have no obligation to furnish You with technical support unless separately agreed in writing between You and Company.
7. Attorneys’ Fees
You agree that if Company, its affiliates and/or licensors, are required to engage in any proceeding, legal or otherwise, to enforce their rights under this EULA, they shall be entitled to recover from You, in addition to any other sums due, reasonable attorney’s fees, costs and disbursements.
You agree that Company, its affiliates and licensors, store and use for any purpose, possibly out of Switzerland, all data and information (a) useful to the business relationship between You and Company, its affiliates and/or licensors; (b) resulting from said relationships; or (c) from Your Use of the Software.
9. Records and Audit
You shall take reasonable steps to maintain complete and accurate records of Your Use of the Software sufficient to verify compliance with this EULA. Once per year, Company can audit You to verify such compliance. You permit Company, its affiliates and licensors, to audit the Use of the Software and agree to give assistance and access to the relevant information. All audits shall be conducted at Company’s expenses unless the result proofs that the You did not comply with this EULA. If an audit reveals underpayment of License Fees, You will pay such License Fees within twenty (20) days of receipt of written notice. Furthermore, Company has the right to trace serial numbers of the License keys at any time and in any reasonable manner without prior notice.
Company Software, products, technology and services may be subject to local and extraterritorial export control laws and regulations. You agree to strictly comply with all applicable import and export regulations.
11. US Government End-Users
The Software and Documentation are “commercial items” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and FAR 52.227-19 Commercial Computer Software License. The Uniform Computer Information Transactions Act is excluded. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software with only those limited rights set forth in this EULA and the Contract mentioned in Section 2. Publisher is Company.
In case that any provision of this EULA turns out to be invalid, illegal or unenforceable, the remaining provisions have to be regarded as severable and enforceable in accordance with their terms. As far as possible, invalid illegal or unenforceable provisions have to be replaced by provisions which are as similar as possible and valid.
13. Entire Agreement
This EULA constitutes the whole and only agreement between the parties relating to the subject matters set out herein and supersedes and extinguishes any prior drafts, memorandums, agreements, undertakings, representations, warranties and arrangements of any nature whatsoever, whether or not in writing, relating thereto. Notwithstanding the foregoing, some products of Company may require You to agree to additional terms through an online “click-wrap” license, and such terms shall supplement this EULA.
The Software may contain third parties and/or open source software, subject to separate license terms and conditions made available with the Software and/or Documentation.
Company may amend this EULA at any time by reasonable notice, including (without limitation) by posting revised terms on its website. The amended EULA shall be binding upon You.
15. No Forfeiture of Rights
In case Company does not execute or enforce a right granted by this EULA, it cannot be deemed to be forfeited.
16. Term, Termination and Survival
This EULA shall remain effective (a) until the expiration of the period, or renewed period, set forth in Section 2; or (b) until prematurely terminated pursuant this Section.
This EULA shall be prematurely terminated if: (a) You notify Company by email of your intent to terminate this EULA, cease Use and destroy all copies of Software; or (b) if You breach the terms of this EULA or if You fail to pay any portion of the applicable License Fees and You fail to cure that payment breach within twenty (20) days of notice.
Upon EXPIRATION OR PREMATURE termination of this EULA, You shall stop Using the Software and destroy all copies of Software in Your possession or control.
You also inter alia remain liable for any unpaid license fees and for the license fees that would have been due if this EULA had not been prematurely terminated.
Any obligation which by its nature is intended to survive termination or expiration, such as the obligations pursuant to Sections 3, 5, 6, 8, 9 and 18, of this EULA shall survive.
Any notice to You may be provided by mail, registered mail or email to the address that you registered with Company.
18. Applicable Law and Jurisdiction
This EULA shall be governed in accordance with the laws of Switzerland, without reference to its conflicts of laws rules. Any dispute arising out of or in connection with this EULA shall be submitted to the ordinary Courts of Geneva, Switzerland, an appeal before the Swiss Supreme Court being reserved.