END USER LICENSE AGREEMENT
END USER LICENSE AGREEMENT
THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU, EITHER AS AN INDIVIDUAL, COMPANY OR OTHER LEGAL ENTITY (“YOU”) AND GO BIG. (THE “COMPANY”). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING PROMEASE SOFTWARE. ANY USE OF THE PROMEASE SOFTWARE INCLUDING ANY REVISIONS, MODIFICATIONS, ENHANCEMENTS, UPDATES AND/OR UPGRADES THERETO (HEREINAFTER “SOFTWARE”) SUPPLIED BY THE COMPANY ARE AND SHALL BE, SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND THE TERMS OF THE APPLICABLE SUBSCRIPTION PLAN (AS SUCH TERM IS DEFINED BELOW, AND INCLUDING LIMITATION ON TO THE NUMBER OF NAMED USERS THAT MAY USE THE SOFTWARE), UNLESS YOU AND THE COMPANY HAVE EXECUTED A SEPARATE AGREEMENT IN WRITING, SIGNED BY BOTH YOU AND THE COMPANY WHICH EXPRESSLY SUPERSEDES THIS AGREEMENT.
BY DOWNLOADING, INSTALLING, OPERATING, ACCESSING OR OTHERWISE USING THE SOFTWARE, OR ANY PORTION THEREOF, YOU ARE EXPRESSLY AND EXPLICITLY ACCEPTING THIS AGREEMENT AND AGREEING TO BE BOUND BY ITS TERMS AND CONDITIONS, EITHER PERSONALLY OR ON BEHLAF OF YOUR COMPANY OR EMPLOYER, INCLUDING ANY OTHER RELEVANT LEGAL ENTITY FOR WHICH YOU ARE ACQUIRING OR USING THE SOFTWARE.
IF YOU DO NOT AGREE TO THIS AGREEMENT OR ARE NOT WILLING TO BE BOUND BY IT, DO NOT DOWNLOAD, INSTALL, OPERATE OR OTHERWISE USE THE SOFTWARE AND SHOULD YOU REVOKE/WITHDRAW YOUR CONSENT (OR THE CORPORATION OR ACADEMIC INSTITUTE GRANTING YOU A LICENSE NOTIFIES YOU OR YOU BECOME AWARE THAT IT HAS REVOKED/WITHDRAWN ITS CONSENT) TO ANY OR ALL OF THE TERMS HERETO FOLLOWING YOUR USE OF THE SOFTWARE, THEN YOU MUST PROMPTLY UNINSTALL THE SOFTWARE, AND ANY PART THEREOF, FROM YOUR SYSTEM AND STOP MAKING USE OF THE SOFTWARE.
1. The Software and Different License Types:
1.1. The Software.
The commercial Software is proprietary software provided to you for the regular and standard purposes the Software was designed for, all in accordance with the terms set forth in this Agreement and the Subscription Plan (as such term is defined below). The term “Software” includes the Software and its compilation of data, or visual display resulting from the operation of the Software, and any associated materials, equipment, systems, specifications and documentation.
1.2. Trial Period License.
The Company may provide any user, regardless of any affiliation for a limited, non-exclusive, non-sublicensable, non-transferable fully revocable, license at no charge or fees to use the Software for evaluation purposes.
For the avoidance of doubt, the Company is no obligated to provide free evaluations of the Software and may cease offering the Software for evaluation purposes at any time, at its sole discretion and without notice.
All other rights in the Software are expressly reserved by the Company.
1.3. Individual or Professional License.
Individual or Professional License. Subject to the terms and conditions of this Agreement and during the license period stipulated in the terms of the Subscription Plan (as such term is defined below), the Company hereby grants you, and you accept a limited, non-exclusive, non-sublicensable, non-transferable fully revocable license to use (I) a single copy of the Software if you are an individual user; and/or (II) a single copy of the Software, as an employee or contractor, affiliated with a corporation which purchased a corporate, business or enterprise licenses which by virtue thereof granted you access to the Software (as such terms are defined below).
All use of licenses under this section 1.3 are solely for your internal business purposes (and/or if you are under a corporation’s Subscription Plan for its internal business purposes), all in accordance with the terms contained in this Agreement and any limitation set forth in the Subscription Plan, including with respect to Named Users (as such term is defined below), and in accordance with the Software’s documentation.
All other rights in the Software are expressly reserved by the Company.
1.4. Educational Licenses.
If you are:
(I) a student in an academic institute which is granted access to make use of the Software from your university/college as per the term set out by your Academic Institute and in no event beyond three (3) years, or
(II) trainer or trainee in a non-academic course/institute, which is granted short term for your course/study in the non-academic setting,
then the Company may grant you a limited, non-exclusive, non-sublicensable, non-transferable fully revocable license to use a single copy of the Software), and all as per the instructions received either from your Academic Institute and/or the non-Academic Institute you study at, as applicable.
For avoidance of doubt, the use the Software under a license as per this Section 1.4 is solely for educational purposes and in connection with your studies at an academic institute and/or the professional non-academic course, all in accordance with the terms contained in this Agreement and the Software’s documentation (the “Educational License”).
The Company may refuse to provide Educational Licenses and/or revoke such licenses at any time and at its sole discretion.
All other rights in the Software are expressly reserved by the Company.
1.5. Academic License.
If you are a teacher, instructor or contractor on behalf of an Academic or non-Academic institute, then the Company may grant you with a limited, non-exclusive, non-sublicensable, non-transferable fully revocable license to use the Software.
The Software may be used solely for educational and/or academic purposes and in connection with your teaching, researching or other work at or on behalf of the academic or non-academic institute, as applicable, granted, all in accordance with the terms contained in this Agreement and the Software’s documentation.
For the avoidance of doubt, use of the Software under the Academic License is for non-educational and/or commercial purposes is strictly prohibited.
The Company may refuse to provide Academic Licenses and/or revoke such licenses at any time and at its sole discretion.
All other rights in the Software are expressly reserved by the Company.
3. Permission of Use is for a Singular User.
The license granted under this Agreement, is for a singular user.
Therefore, to the extent a corporation, Academic Institute or other body has granted you access to the Software under this license, then you are prohibited from allowing the use of and/or access to the Software by anyone other than you, including other employees, students, subcontractors of consultants, as applicable, or any third parties.
Further to the foregoing, unless permitted by the Corporation and/or Academic Institute, then during your use of the Software, you must no permit other users to make use of the Software, or leave the Workstation unattended or unlocked while using the Software.
4. Prohibited Use.
Except as specifically permitted herein, without the prior written consent of the Company you agree not to, directly or indirectly:
(I) use, modify, incorporate into or with other software, or create a derivative work of any part of the Software;
(II) sell, resell, license (or sub-license), lease, assign, transfer, pledge, or share your rights under this Agreement with or to anyone else;
(III) copy, distribute, publish or reproduce the Software;
IV) use or permit the Software to be use to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express authorization of the Company;
(V) disclose, publish or otherwise make publicly available the results of any benchmarking of the Software, or use such results for your own competing software development activities;
(VI) modify, disassemble, decompile, reverse engineer, revise or enhance the Software or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the Software, except to the extent otherwise permitted under applicable law, in the jurisdiction of use, notwithstanding this prohibition;
(VII) remove or otherwise alter any of the Company’s trademarks, logos, copyrights, notices or other proprietary notices or indicia, if any, fixed or attached to the Software as delivered to you;
(VIII) ship, transfer or export the Software into any country, or make available or use the Software in any manner which is in violation of applicable export control laws, restrictions or regulations and/or
(IX) disclose, provide or otherwise make available trade secrets contained within the Software and related documentation in any form to any third party without the prior written consent of the Company. You shall implement reasonable security measures to protect such trade secrets.
5. Lawful Use.
You hereby declare and agree that you shall only use the Software in a manner that complies with all applicable laws in the jurisdiction in which you use the Software, including, but not limited to, applicable restrictions concerning the protection of privacy and intellectual property including copyrights and any other intellectual property rights. The Software should be installed in accordance with the instructions of the Company and in accordance with the instructions set forth in the Software’s documentation.
6. Updates.
The Company may enable you to download, from time to time, Software updates (including security patches), by way of directing you to our website or by any other means that the Company deems appropriate, at its sole discretion. You must install all such updates, to ensure that the Software will function correctly and will be kept up to date. The license granted under this Agreement will apply to such updates and upon installation thereof, all rights in respect of the previous version of the Software will lapse and no further use of the previous version of the Software shall be permitted.
7. Consideration.
7.1. The consideration for the license granted hereunder, as well as additional terms and limitations that apply to your use of the Software, are stipulated in:
(I) in the subscription plans detailed on our website at and which you have selected,
(II) in direct written communications between the Company and yourself (including without limitation in any subscription proposal or order form provided to you by the Company via email or otherwise), or
(III) in the terms provided to you by our authorized marketers and resellers (collectively, “Reseller(s)”)
(any terms and limitations, including with respect to the consideration for the license granted hereunder, shall be referred to, collectively, as the “Subscription Plan”).
For the avoidance of doubt, unless expressly stipulated herein or if mutually agreed by the parties in writing, nothing in the Subscription Plan shall derogate from the terms and conditions of this Agreement.
Please note that you, as an individual user making use of a license under an Academic, Educational, Business or Corporate Licenses are provided access free of charge by virtue of the Subscription Plan your employer and/or the academic institute you study or work have subscribed and paid for.
7.2. Unless otherwise stated in the Subscription Plan, all fess stipulated in the Subscription Plan shall be billed in advance for each subscription period.
7.3. Any Subscription Plan term will not renew automatically, unless you provide the Company with written notice of renewal, before the conclusion of your license’s period and/or following expiration at any time.
7.4. The Company reserves the right to modify the Subscription Plan fees at any time and at its sole discretion. Such pricing changes will NOT affect your already paid-up Subscription Plan term and the Company will inform you in advance of any such change.
8. Title & Ownership.
The Software and the related documentation are licensed and not sold. The Company and its licensors are and shall retain all right, interest and ownership in and to the Software and the related documentation, including without limitation in and to any and all intellectual property rights (including, without limitation, copyrights, trade secrets, trademarks, etc.) evidenced by or embodied in and/or attached/connected/related to the Software. This Agreement does not convey to you an interest in or to the Software but only a limited revocable right to use the Software in accordance with the terms of this Agreement. Nothing in this Agreement constitutes a waiver of the Company’s intellectual property rights under any law. If you contact the Company with feedback data (e.g., questions, comments, suggestions or the like) regarding the Software (collectively, “Feedback”), such Feedback shall be deemed non-confidential, and the Company shall have a non-exclusive, worldwide royalty-free and perpetual license to use or incorporate such Feedback into the Software and/or other current or future products or services of the Company (without your approval and without further compensation to you).
9. Third Party Components.
The Software may use or include third party software, files and components that are subject to open source and third party license terms (“Third Party Components”). The Customer’s right to use such Third Party Components as part of, or in connection with, the Software is subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and this Agreement, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components.
Such Third Party Components are provided on an “AS IS” basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by such third parties. Under no circumstances shall the Software (except for the Third Party Components contained therein) be deemed to be “open source” or “publicly available” software. For any questions or requests related to Third Party Components, please contact info@promease.tech.
10. No Warranties, Exclusions and Disclaimers.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND THE DOCUMENTATIONS ARE PROVIDED ON AN “AS IS” BASIS. THE COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE SOFTWARE’S OPERATION WILL BE SECURE, UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES, BUGS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS. TO THE EXTENT ALLOWED BY LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES, ALL IMPLIED WARRANTIES, AND ALL CONDITIONS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITION OF MERCHANTABILITY, NON-INTERFERENCE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, DUE TO THE CONTINUAL DEVELOPMENT OF NEW TECHNIQUES FOR INTRUDING UPON AND ATTACKING NETWORKS, COMPANY DOES NOT WARRANT THAT THE SOFTWARE OR ANY EQUIPMENT OR SYSTEM SUPPLIED BY THE COMPANY WITH THE SOFTWARE (IF ANY), WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK. ANY WARRANTY WHICH MAY BE PROVIDED BY OUR AUTHORIZED RESELLERS WITH RESPECT TO THE SOFTWARE IS PROVIDED AT THEIR SOLE DISCRETION AND DOES NOT BIND THE COMPANY IN ANY FORM. SOME STATES (COUNTRIES AND PROVINCES) DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY (OR CONDITION) MAY LAST, SO THE LIMITATION DESCRIBED ABOVE MAY NOT APPLY TO YOU.
11. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (A) THE COMPANY AND/OR ITS SUPPLIERS AND/OR LICENSORS SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT OR OTHERWISE, TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL AND LOST OR DAMAGED DATA OR DOCUMENTATION), SUFFERED BY ANY PERSON, ARISING FROM AND/OR RELATED WITH AND/OR CONNECTED TO THE INSTALLATION OF THE SOFTWARE OR ANY EQUIPMENT OR SYSTEM SUPPLIED BY THE COMPANY (IF ANY) AND/OR ANY USE OF OR INABILITY TO USE THE SOFTWARE OR ANY EQUIPMENT OR SYSTEM SUPPLIED BY THE COMPANY (IF ANY), EVEN IF THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FROM ALL CLAIMS OR CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED THE TOTAL PAYMENTS ACTUALLY MADE TO THE COMPANY FOR THE SOFTWARE, IF ANY, DURING THE TWELVE (12) MONTH PERIOD PRIOR TO ANY SUCH CLAIM OR CAUSE OF ACTION AROSE. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. WITHOUT DEROGATING FROM THE FOREGOING, WITH RESPECT TO YOUR USE OF THE SOFTWARE UNDER AN EDUCATIONAL LICENSE, ACADEMIC LICENSE AND/OR FREE TRIAL LICENSE, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND/OR ITS SUPPLIERS AND/OR LICENSORS SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT OR OTHERWISE, TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND.
12. Indemnification.
You agree to defend, indemnify and hold harmless the Company, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (I) your unauthorized use of the Software; and/or (II) your violation of any term of this Agreement.
13. Termination.
This Agreement is effective upon downloading, installing, getting access, operating or otherwise using the Software. This Agreement will remain in force until the applicable license period purchased by you (as stipulated in the Subscription Plan, or under the Subscription Plan which the corporation you work for and/are contracted has granted you access, and/or as otherwise provided by the Company to the academic institute which provided you a key to obtain an Educational License) has ended or until terminated in accordance with this Agreement.
The Company may terminate this Agreement immediately without notice if you fail as an individual user or the academic or non-academic institutes and/or corporation you work with or for fails to comply or breach any provision of this Agreement.
You and/or the corporation you work for/are contract with and/or the academic institute you study at may terminate this Agreement upon written notice to the Company.
Upon the expiration or termination of this Agreement:
(I) the license granted to you under this Agreement shall expire and you, upon termination, you shall discontinue all further use of the Software;
(II) you, or anyone on behalf of the corporation you work for/are contracted with, or the academic institute you study at/work for, as applicable, shall promptly remove the Software from all hard drives, networks and other storage media and destroy all copies of the Software in your possession or under your control, and upon the Company’s request you shall within three (3) days certify destruction of, all full or partial copies of the Software, documentation and related materials provided to you by Us, the Company you work for/are contracted with, or the academic institute you study at/work for on its behalf;
14. Maintenance and Support.
The Company has no obligation to provide support, maintenance, upgrades, modifications, or new releases under this Agreement, unless otherwise agreed in writing between you and the Company.
15. Miscellaneous.
This Agreement shall be construed and governed in accordance with the laws of the Czech Republic (except for conflict of law provisions) and the competent courts of the city of Prague shall have exclusive jurisdiction in any conflict or dispute arising out of this Agreement. The application of the United Nations Convention of Contracts for the International Sale of Goods, and the Uniform Computer Information are expressly excluded. This Agreement represents the complete agreement concerning the license granted herein and the subject matter hereof. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. The Company may, at its sole discretion, change the terms contained herein by providing you a written notice. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. You may not assign your rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign or transfer its rights and/or obligations under this Agreement without restriction or notification.