License Agreement – ExpertSoftware

PLEASE READ THE SOFTWARE LICENSE AGREEMENT ("AGREEMENT" OR "LICENSE") CAREFULLY BEFORE USING THE EXPERTSOFTWARE SOFTWARE ("SOFTWARE").

EXPERTSOFTWARE ("EXPERTSOFTWARE" OR "LICENSOR") IS WILLING TO LICENSE THE SOFTWARE TO YOU AS AN INDIVIDUAL OR LEGAL ENTITY ("CUSTOMER" OR "YOU"), PROVIDED, AND ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT APPLIES TO ANY UPDATES OR SERVICES FOR THE SOFTWARE ("SERVICES") PROVIDED TO YOU BY EXPERTSOFTWARE, UNLESS OTHER TERMS SPECIFICALLY COVER THOSE ITEMS.

BY CLICKING "I ACCEPT THIS AGREEMENT" OR OTHERWISE DOWNLOADING, INSTALLING, AND/OR USING THE SOFTWARE OR BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPTED ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND THAT THIS ACTION ESTABLISHES A LEGAL, ENFORCEABLE, AND BINDING AGREEMENT BETWEEN YOU AND EXPERTSOFTWARE. IF YOU DO NOT ACCEPT ALL OF THE TERMS OF THIS AGREEMENT, YOU SHALL HAVE NO RIGHT TO USE THE SOFTWARE, YOU MUST IMMEDIATELY CEASE USING THE SOFTWARE AND YOU MUST DELETE OR REMOVE ALL ASSOCIATED SOFTWARE AND ASSOCIATED FILES.

ENGLISH SHALL BE THE LANGUAGE OF THIS AGREEMENT, AND ALL CONTENTS, INFORMATION AND COMMUNICATION IN CONNECTION WITH THIS AGREEMENT AND WITH THE SOFTWARE. YOU WAIVE ANY RIGHT TO USE AND RELY UPON ANY OTHER LANGUAGE OR TRANSLATION.

1. SOFTWARE LICENSE GRANT

Subject to the terms and conditions of this Agreement, Licensor grants and Customer accepts a nonexclusive, nontransferable, non-assignable (unless such prohibition is otherwise prohibited by local law), limited license to use the Software solely in accordance with the terms and conditions of this Agreement. The Software is to be installed and/or deployed on one physical machine or virtual environment ("Domain") for which a Software package has been dowloaded.

You may transfer your software License to a new physical machine provided the original installation is completely removed and no longer in use. If you wish to deploy the Software on multiple machines, you must download the appropriate number of Software packages for the additional deployments.

2. SCOPE OF LICENSE

Notwithstanding any references to "free of charge", the Software is licensed and not given pursuant to this Agreement. This Agreement confers a limited license to the Software only and does not constitute a transfer of title to, or hand over of, all or a portion of the Software or the underlying intellectual property. You acknowledge that ExpertSoftware or third parties own all right, title, and interest in and to the Software and all associated materials and services, including without limitation, the structure, organization, source code, all copyrights, patents, trade secrets, and other intellectual property rights throughout the world, in and to the original and all copies, portions, extracts, selections, arrangements, adaptations, compilations, and any derivatives of the Software, or software or content provided through or in conjunction with the Software, and all features, updates, releases, enhancements, bug fixes, workarounds, patches, updates, and all associated documentation. Except for the license granted in this Agreement, all rights in and to the Software are reserved, and no implied licenses are granted by ExpertSoftware. This Agreement governs all updates, upgrades, releases, or enhancements to the Software that may be provided to you.

You agree not to conduct, cause, consent or permit others to:

(1) sublicense, lease, rent, loan, transfer, or distribute the Software, or any portion, extract, selection, arrangement, adaptation, compilation, or derivative thereof, to any third party;
(2) make error corrections, modify, adapt, translate, or prepare derivative works from the Software;
(3) decompile, reverse engineer, disassemble, or otherwise attempt to derive source code from the Software or reduce the Software to human-readable form, or attempt to reconstruct or discover any source code or underlying ideas, algorithms, file formats, or programming or interoperability interfaces of Software or of any files contained or generated using Software by any means whatsoever, except to the extent otherwise expressly permitted under applicable law. Notwithstanding this restriction, without the prior express written consent of the Licensor, any such created works are derivative works and as such are the sole and exclusive property of Licensor;
(4) decrypt data or extract portions of the Software's files for use in other applications.

You shall be responsible and liable for the actions of Your affiliates, employees, agents, and any third party who obtains access to the Software licensed to Customer.

3. OWNERSHIP

Customer and ExpertSoftware agree that, as between the Parties, ExpertSoftware owns all intellectual property and proprietary rights, including patent, copyright, trade secret, trademark and other proprietary rights, in and to the Software and any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications, to the Software, whether made by ExpertSoftware, Customer or any third party. Except for the limited license expressly granted herein, this Agreement does not grant Customer any rights to intellectual property rights in or to the Software. Any suggested modifications or improvements to the Software submitted to ExpertSoftware by Customer become ExpertSoftware's exclusive property to exploit or to not exploit as ExpertSoftware solely deems appropriate without necessity for remuneration or attribution to Customer.

4. ACCEPTABLE USE AND CONDUCT

By accepting this Agreement and/or by using the Software, you represent and warrant that you have the legal capacity and authority to enter into a binding agreement and to adhere to this Agreement, and that you will use the Software only in accordance with this Agreement and with all applicable laws. If an individual is using the Software on behalf of an entity or organization, that individual warrants, represents, and covenants to ExpertSoftware that such individual is duly authorized to agree to this Agreement on behalf of the organization and to bind the organization to them. ExpertSoftware does not offer the Software to minors or where otherwise prohibited by law.

You agree to use the Software only for your own business. Only Customer's employees, contractors and consultants may use the Software and only for the benefit of Customer and its customers so long as such use is in compliance with the terms of this Agreement. Except as otherwise expressly permitted hereunder, you shall not permit any affiliated entities or third parties to use the Software. Under no circumstances shall you sell, license, publish, display, distribute, or otherwise transfer to a third party the Software or any copy thereof, in whole or in part, without ExpertSoftware's prior consent, and only in accordance with this Agreement.

6. TRANSFER OF LICENSE

You may not sell, license, sub-license, lend, lease, rent, share, assign, transmit, telecommunicate, export, distribute or otherwise transfer the Software to others, except as expressly permitted in this License Agreement or in another agreement with ExpertSoftware.

You may transfer your Software License from one physical machine to anther free of charge provided the original installation is completely removed and no longer in use. You may also transfer your Software License from one domain to another.

You may transfer the Software and license to another party if the other party agrees to accept the terms and conditions of this Agreement.

7. TERMINATION

This License Agreement is effective until terminated. ExpertSoftware may terminate this Agreement immediately and without prior notice if you breach any term of this Agreement or for any other commercially reasonable ground. In the event of any termination or expiration, you agree to immediately destroy and/or erase the original and all copies of the Software, and any accompanying documentation and to discontinue their use and you will not retain or store the Software or any copies thereof, in any form or medium.

ExpertSoftware has no obligation to provide you a warning prior to termination of your use of the ExpertSoftware Services.

8. UPDATES

The ExpertSoftware Services or any part thereof including, without limitation, any version of the Software installed on your physical machine may be changed, updated, added to, limited or terminated, at any time, temporarily or permanently, without notice, for any reason or no reason by ExpertSoftware in its sole discretion.

Customer shall be entitled to receive all updates. Customer acknowledges that ExpertSoftware has no obligation to:

(1) provide updates for any StatsAnalyzer versions or editions of the ExpertSoftware software not licensed by Customer;
(2) provide updates for other than the current Version of the Software, and
(3) issue updates at any time or on any regular schedule. ExpertSoftware shall develop and issue updates in its sole and absolute discretion. ExpertSoftware may cease offering and providing maintenance, in its sole and absolute discretion.

10. WARRANTY DISCLAIMER

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE EXPERTSOFTWARE' SOFTWARE AND SERVICES AND ANY THIRD PARTY SOFTWARE AND SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE EXPERTSOFTWARE SOFTWARE AND DOCUMENTATION ARE LICENSED "AS IS", AND EXPERTSOFWARE DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, EXPERTSOFTWARE EXPRESSLY DOES NOT WARRANT THAT EXPERTSOFTWARE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF EXPERTSOFTWARE SOFTWARE WILL BE UNINTERRUPTED OR FREE FROM BUGS, DEFECTS, ERRORS OR OMISSIONS, OR THAT DEFECTS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED. YOU ASSUME RESPONSIBILITY FOR SELECTING THE EXPERTSOFTWARE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SOFTWARE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SOFTWARE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS.

11. LIMITATION OF LIABILITY

EXPERTSOFTWARE' SOFTWARE AND SERVICES ARE PROVIDED WITHOUT CHARGE AND THEREFORE EXPERTSOFTWARE WILL HAVE NO LIABILITY OR OBLIGATION FOR ANY DAMAGES OR REMEDIES, INCLUDING, WITHOUT LIMITATION, THE COST OF SUBSTITUTE GOODS, LOST DATA, LOST PROFITS, LOST REVENUES OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, GENERAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE OR SERVICE. FURTHER, EXPERTSOFTWARE WILL NOT BE LIABLE FOR ANY DELAY OR FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS LICENSE AS A RESULT OF ANY CAUSES OR CONDITIONS BEYOND EXPERTSOFTWARE'S REASONABLE CONTROL. YOU AND EXPERTSOFTWAR AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF THESE TERMS OR RELATED TO EXPERTSOFTWAR MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

THE DISCLAIMERS AND LIMITATIONS SET FORTH ABOVE WILL APPLY REGARDLESS OF WHETHER OR NOT YOU ACCEPT THE SOFTWARE, UPDATES OR UPGRADES.

12. APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Slovenia and European Community. The Customer and ExpertSoftware hereby agree that the principles of the conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods shall not apply. You expressly agree that any disputes or claims ensuing from this Agreement with respect to the Licensor or any disputes or claims relating to use of the Software shall be settled by the courts located in Maribor, Slovenia. You expressly agree to the said court exercising jurisdiction. The prevailing party in any dispute relating to this Agreement will be entitled to recover its costs, expenses and reasonable attorney fees incurred in connection with such dispute.

13. MISCELLANEUS PROVISIONS:

13.1 CHANGES TO AGREEMENT
ExpertSoftware may change, from time to time, the terms of this Agreement with or without a release of a new version of the Software. You agree to be bound by the provisions of the Agreement available on the ExpertSoftware Website at http://expertsoftware.eu/, if such license is marked with a more recent date than that on the license agreement that accompanies your Software.

13.2 CONSTRUCTION
If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

13.3 LANGUAGE
The official language of this Agreement shall be the English language and no translation into any other language may be used in its interpretation.

13.4 COMPLIANCE WITH LAWS
Each party agrees to comply with applicable laws in connection with this Agreement and the performance hereunder, including without limitation, all export control laws and regulations.

13.5 WAIVERS
All waivers by ExpertSoftware will be effective only if in writing. Any waiver or failure by ExpertSoftware to enforce any provision of this License Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

13.6 HEADINGS
The Article and Section headings contained in this Agreement are included for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

13.7 ACKNOWLEDGMENT
Customer acknowledges that:
(1) Customer has read and understands this Agreement;
(2) it has had an opportunity to have its legal counsel review this Agreement;
(3) this Agreement has the same force and effect as a signed agreement and
(4) issuance of this license does not constitute general publication of the Software and Services or any other Confidential Information.

13.8 CONTACTING EXPERTSOFTWARE
Customers with questions about this Software License Agreement may contact Janez Novak s.p., Neka ulica 11, 2000 Maribor, Slovenija, ime@email.com

ExpertSoftware

SOFTWARE LICENSE AGREEMENT