CENTERACTIVE AG END USER LICENSE AGREEMENT
Copyright 2019 centeractive ag. All Rights Reserved.
IMPORTANT - READ CAREFULLY BEFORE PROCEEDING
This End-User License Agreement ("EULA") is a legal agreement. By downloading, installing, copying, saving on your computer, or otherwise using this "Software", you ("Buyer" or "Trial User", as defined below) are becoming a party to this agreement and you are consenting to be bound by all the terms and conditions of this agreement.
If you do not agree to the terms of this "EULA", do not install or use the "Software".
"Licensor" shall mean centeractive ag, having its registered office at Worbstrasse 170, Gümligen, 3073, Switzerland.
"Software" shall mean the software contained in this package and any subsequent versions or upgrades received as a result of having purchased this package. The term “Software” shall not apply to other tools and programs (e.g. “Koia”), which are not part of this purchased package regardless of their compatibility and interaction with it.
"Trial User" shall mean an individual or a legal entity that downloads and installs the "Software" for evaluation purposes.
"Buyer" shall be taken as the original purchaser of the "Software", be it an individual or legal entity specified in the "License Key" delivery.
"Legal entity" includes any entity which controls, is controlled by, or is under common control with "Buyer" or "Trial User". For purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.
"Authorized User" shall mean (i) if "Buyer" is an individual, solely "Buyer"; (ii) if "Buyer" is a legal entity, any employee, independent contractor and other temporary worker authorized by "Buyer" to use the "Software" while performing duties within the scope of their employment or assignment.
"License Key" shall mean evidence of a license provided by "Licensor" to "Buyer" in electronic or printed form. A "License key" is a unique key-code that enables a single "Authorized User" to use the "Software" at a time ("Single-User License"). In organization-wide deployments, a single "License Key" can be used to enable multiple "Authorized Users" to use the "Software" at a time ("Multi-User License"). Only "Licensor" and/or its representatives are permitted to produce "License Keys" for the "Software". A registration of the installed "Software" with a "License Key" creates a "Seat".
"Seat" shall mean a computer device used by "Authorized User" with an installed, registered and running instance of the "Software".
"Personal License" may be purchased only by private persons who use their own funds to obtain the product for commercial or private purposes. The "Personal License" may be used solely by the person who paid for the product. "Personal Licenses" bought or reimbursed by a company or an organization are invalid. A "Personal License" can only be purchased as "Single-User License".
"Company License" can be used solely by "Authorized Users" of the purchasing entity. The purchasing entity is a company or an organization. A "Company License" contains volume discounts and support services set forth by "Licensor" on its product web site. "Company Licenses" may be purchased either as "Single-User Licenses" or as "Multi-User Licenses".
The "Software" is the property of "Licensor" or its suppliers. The "Software" is licensed, not sold and "Buyer" is granted a limited license to use this "Software". The "Software" may be used or copied only in accordance with the terms of that license, which is described in the following paragraphs. Title and copyrights to the "Software", in whole and in part and all copies thereof, and all modifications, enhancements, derivatives and other alterations of the "Software" regardless of who made any modifications, if any, are, and will remain, the sole and exclusive property of "Licensor" and its suppliers.
"Buyer" acknowledges ownership and intellectual property rights of "Licensor" and will not take any action to jeopardize, limit or interfere in any manner with "Licensors" ownership of or rights with respect to the "Software". The "Software" is protected by copyright and other intellectual property laws and by international treaties.
4. Evaluation period
Subject to the terms of this "EULA", "Trial User" is granted a right to use the "Software" for evaluation purposes without charge. "Trial Users" use of the "Software" during evaluation period shall be limited to the internal evaluation of the "Software" for the purpose of determining whether the "Software" meets "Trial Users" requirements and whether "Trial User" desires to continue use of the "Software". For the continued perpetual use of the "Software", "Trial User" must obtain a license or cease using the "Software".
"Buyer" has the non-exclusive, non-transferable license right to use the "Software" subject to the terms, conditions, and limitations set forth in this "EULA".
With a "Single-User License", "Buyer" may install and use the version of the "Software" that has been specified in "License Key" on multiple "Seats" and operating systems, provided that the same "License Key" is not used by multiple "Authorized Users", on the same or different "Seats" or operating systems.
With a "Multi-User License", "Buyer" is allowed to install and register as many "Seats" as specified in the license contract for his "Authorized Users" with the same "License Key". Under the terms of the "Multi-User License", "Buyer" must not allow the use of more "Seats" than specified in the license contract for the "License Key".
The "Software" may contain a feature preventing concurrent use of the same "License Key" by multiple "Authorized Users", on different "Seats" or operating systems, or the concurrent use of more "Seats" than specified in an additional license contract.
"Buyer" is entitled to maintenance and updates of the "Software" for the period of one year (365 days) from the date of purchasing the "Software". "Buyer" of "Company License" is additionally entitled to support services for the same period. Afterwards "Buyer" may renew the "License Key" at an additional charge pursuant to the upgrade terms set forth by "Licensor" on its product web site OR continue using "Software" with no right to the aforementioned services. If "Buyer" obtains a new "License Key" for the "Software" from "Licensor", "Buyer" shall destroy a previous "License Key" obtained for the "Software" and make sure that it is not used by "Authorized Users".
All regular expression ("Regex") definitions in the "Software" are explicitly not covered by support services from "Licensor". "Regex" definitions shipped together with the "Software" are provided as examples and can be changed by "Authorized Users".
Except as otherwise expressly permitted in this "EULA", "Buyer" may not: modify or create any derivative works of the "Software" or documentation, including translation or localization; decrypt, decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the "Software" (except to the extent applicable laws specifically prohibit such restriction); redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the "Software"; or remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the "Software".
The "Software" and accompanying documentation may not be provided by a "backup service" or any other vendor which does not provide an original package as composed by "Licensor", including but not limited to all original distribution media, documentation, registration cards, and insertions.
6. Disclaimer of warranty
"Buyer" acknowledges that the "Software" may not be free from defects and may not satisfy all of "Buyers" needs. "Licensor" warrants all media on which the "Software" is distributed for 30 days to be free from defects in materials and workmanship under normal use. The "Software" and any accompanying written materials are licensed "as is" without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, non-infringement, or fitness of a particular purpose. "Buyers" exclusive remedy during the warranty period shall consist of replacement of distribution media if determined to be faulty or return of the price paid.
7. Limitation of liability
In no event will "Licensor" be liable for direct, indirect, incidental or consequential damage or damages resulting from loss of use, or loss of anticipated profits resulting from any defect in the program, even if it has been advised of the possibility of such damage. "Licensor" does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the "Software". "Licensor" makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program.
8. Third party software
The "Software" may contain third party software that requires and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located at http://www.centeractive.com/thirdparty/index.html and are made a part of and incorporated by reference into this "EULA". By accepting this "EULA", "Buyer" is also accepting the additional terms and conditions, if any, forth therein.
This "EULA" is effective until terminated. "Buyer" or "Trial User" may terminate this "EULA" at any time by destroying all copies of the "Software". This "EULA" will terminate immediately without notice if "Buyer" or "Trial User" fails to comply with any provision of this "EULA". Upon termination, "Buyer" or "Trial User" is obliged to destroy all copies of the "Software".
10. Complete agreement
This "EULA" constitutes the entire agreement between the parties with respect to the use of the "Software" and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to, modification or extension with an additional license contract of this license will be binding unless in writing and signed by "Licensor".
11. Governing law and severability
This "EULA" will be governed by and construed in accordance with Swiss law and both parties submit to the exclusive jurisdiction of the Court of the Canton of Berne, Switzerland. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this "EULA" shall continue in full force and effect.