1. SUBJECT OF THE AGREEMENT.
1.1 Licensor hereby grants to Licensee the non-exclusive license to use Server for High-definition Multi-point Videoconferencing and\or “Videoconferencing Server “Vinteo” (hereinafter – “Software”) in accordance with the terms of this Agreement. Licensee shall pay remuneration for the grant of License in accordance with the terms of this Agreement.
1.2 Licensor hereby guarantees that he possesses the exclusive rights on the Software.
1.3 License period and the amount remuneration for the grant of License shall be stated in License agreement between Licensor and Licensee or authorized person whom Licensee granted the right to sell the software.
1.4 Licensee shall have the right to use the Software within the territory of worldwide in the following ways:
1.4.1. Create copies of the Software solely for the purposes of archiving and backup;
1.4.2 Reproduce the Software in accordance with its purpose on the computer, including recording and storing the Software in computer memory.
1.5. Licensee shall have right to use the Software only to the extent provided by the Agreement. Any rights not expressly indicated in the Agreement shall not be considered to be granted to the Licensee.
2. PRICE AND PAYMENT PROCEDURE.
2.1 Licensee shall pay remuneration for grant of License in accordance with the License agreement concluded between Licensee and Licensor or a person to whom the Licensor has granted the right to distribute the Software.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES.
3.1 Licensee shall:
3.1.1. comply with all Software’s technical limitations that allow the use of the Software only in a specific way;
3.1.2. not bypass in any way the Software’s technical limitations;
3.1.3. not decompile the Software, not modify or otherwise amend the Software, as well as information and related materials obtained from the Licensor under the Agreement;
3.1.4. not distribute the Software or its individual components, not provide access to third parties to the Software reproduced in any form, including by network or other ways;
3.1.5. not lease the Software for temporary use to third parties;
3.1.6. not use the Software to provide network services on a commercial basis without the prior written consent of Licensor;
3.1.7. not use any equipment and / or software to create software usage pools, including for automatically redirecting information to the Software, reducing the number of devices or users directly accessing or using the Software.
3.2. Licensor shall have the right to:
3.2.1. terminate the Agreement at any time without notice of Licensee, without refunding the cost of remuneration or part of it in case of breach by Licensee of Clause 3.1 of the Agreement;
3.2.1. use information about Licensee, in particular, Licensee’s name in press releases and descriptions of Licensor’s activities, and the fact of using the Software for marketing, advertising and other similar purposes.
4. PROCEDURE FOR USE
4.1. Licensee shall have the right to launch a copy of the Software using an access key issued by Licensor. The same access key shall not be used by Licensee to run instances of the Software at the same time on the different computers.
5. LIABILITY OF THE PARTIES
5.1 Legislation in certain jurisdictions requires prior notification of persons or their consent to the collection, tracking and / or writing of the data transmitted by them and / or to restrict the collection, storage and use of personal data. Licensee is solely responsible for compliance with applicable laws, obtaining all necessary permissions and disclosing all necessary information before using any web services and / or data recording functions.
5.2 The software is delivered on a “AS IS” basis. Licensor does not give any warranties, conditions, representations or provisions (EXPRESSED OR IMPLIED) to all, including without limitation, not infringement of the rights of third parties, commercial quality, integration or fitness for certain purposes.
LICENSEE AGREES THAT HE IS RESPONSIBLE FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE THE NEEDS, THE INSTALLATION AND USE OF THE SOFTWARE, AND FOR THE RESULTS.
5.3 Licensor is not liable for any loss, damage, regardless of the cause of its occurrence, including (but not limited to) special, incidental or consequential damages, losses related to lost profits, interruption of business or production activities, loss of business information, negligence, or any other damages arising out of the use or inability to use the Software, even if Licensor has been notified of the possible occurrence of such damages and / or damages. In any case, Licensor’s liability under any of the provisions of the Agreement is limited to the amount actually paid to Licensor for the right to use the Software.
THESE LIMITATIONS MAY NOT BE EXCLUDED OR LIMITED IN ACCORDANCE WITH APPLICABLE LAW.
5.4. Licensor shall not be liable for any deficiencies and / or inconsistencies in the functioning of the Software in the event that such are caused by malfunctions in the operation of the data transmission network, software and / or hardware of the Licensee or a third party.
6. TECHNICAL SUPPORT
6.1. Licensor guarantees the provision of services for setting up, servicing, adapting and modifying the Software or fixing errors in it, as well as providing updates and additional software modules (hereinafter referred to as the “Technical Support”) for at least three years after the grant of License under the terms herein.
An error in the Software is a defect in the Software code, as a result of which the Software is unable to operate in accordance with the functionality specified in the technical documentation provided to it, except in the following cases:
– Violation by Licensee of the operating rules of the Software in accordance with the requirements of the technical documentation provided to it,
– Use of the Software on hardware or in conjunction with software that has not been recommended by the Licensor.
The Licensor guarantees that within three years from the grant of License, Technical Support is provided to the Licensee free of charge in accordance with this section of the Agreement. Licensor also guarantees that in the rest of the period, Technical Support can be carried out under a separate service contract, and the response time for applying for Technical Support is not more than 24 hours.
6.2. Licensor for three years from the grant of License shall render the following Technical support services to the Licensee at his request:
6.2.1 Access to the latest Software updates.
6.2.2. Emergency solution of abnormal situations related to the functioning of the Software on the Licensee’s equipment and not being part of its normal functioning, related to loss or decline in the quality of the Software (hereinafter referred to as “Incidents”) by means of Remote connection of Licensor to the Software.
6.3. To start providing services under clause 6.2 of the Agreement, Licensee shall apply to the Licensor by e-mail. ( ______________ )
6.4. Licensor shall register the Licensee’s application mentioned in clause 6.3 of the Agreement on the receipt of the e-mail message. The term of rendering services is counted from the moment of registration of the application.
6.5. Should the information in the Licensee’s application be not enough for a response or resolution of the Incident, Licensor shall reasonably ask Licensee for additional information. If the requested information is provided by Licensee within a time period exceeding one hour from the date of sending the Licensor’s request to Licensee, the period of rendering the service in connection with the Licensee’s application shall be increased by the time during which the required information was provided by Licensee.
6.6. Licensor determines the technology of rendering services independently.
7. APPLICABLE LAW
7.1. All relations under the Agreement are regulated in accordance with the current legislation of Republic of Cyprus.