End User License Agreement

Download PDF

Version 1.0, 08 June 2010

The individual installing or using this software represents and warrants that he or she has authority to enter into this Agreement with Copyright Holder on behalf of the Licensee, that he or she has read the terms and conditions set out herein and that the Licensee accepts and agrees to be bound by this Agreement. If the Licensee does not agree with the terms and conditions, the Licensee must not use or permit the use of the Product.

1. Definitions

Copyright Holder means Alexander Shchagin, sole proprietor (Primary State Registration Number 310774605700575) of 17-23 Tatishcheva st., Moscow, 115191 Russia

Authorized Machine means a single installation of a copy of the Product on a single physical computer.

Authorized Server Node means a single installation of a copy of the Product within a J2EE application server on a single physical server, which is either stand alone or within a connected cluster.

Authorized Use means the defined number of copies or instances of the Product that may be used by Licensee, and where applicable, limited to the number of Authorized Machines, as designated in the Quote/Receipt/Invoice issued by Copyright Holder.

Authorized Users means the number of Authorized Server Nodes and/or the number of Authorized Machines, as designated in the Quote/Receipt/Invoice issued by Copyright Holder.

Authorized User means a person or user account who is licensed to use the Product, regardless of whether that person is an employee, contractor, subcontractor, vendor, partner or customer of the Licensee.

Commencement Date means the date that Copyright Holder processes payment of the License or Maintenance Fees from Licensee.

License means the right to use the Product as defined by Authorized Use.

Licensee means the individual or entity (inclusive of affiliates and subsidiaries) that has licensed the Product under the terms and conditions of this Agreement.

Plug-in Version means a version of the Product that works as a plug-in to another web application.

Product means the Copyright Holder product defined in the Quote/Receipt/Invoice delivered by Copyright Holder to Licensee, including any documentation and updates provided under the terms of this Agreement in accordance with Clause 6.

Protected Code means source code contained within the Product that is protected against access by Copyright Holder.

2. License Fee

A one-time fee paid by Licensee to Copyright Holder, as designated by Product, in consideration for the Authorized Use of the Product. License fee is nonrefundable and payable upon acceptance of the terms and conditions set out herein.

3. Grant of License

Subject to the terms of this Agreement, including limitations defined by the License, Copyright Holder hereby grants to Licensee, and Licensee accepts from Copyright Holder, a perpetual, irrevocable, fully-paid, worldwide, non-exclusive, nontransferable (except pursuant to Clause 18 below), non-sublicensable (except to Licensee's related entities) License to use the Product as defined by Authorized Use.

4. No Warranty

Except as described in this Agreement and save as provided in Clauses 14 and 15, the Product is provided on an "as is" and "as available" basis without warranty, express or implied, of any kind or nature, including, but not limited to, any warranties of performance or merchantability or fitness for a particular purpose, including without limitation that Copyright Holder does not warranty that the Product will be error-free, complete, or correct. Copyright Holder provides evaluation copies of the Product so that customers can assess the Product.

5. Evaluation Period

Copyright Holder may provide evaluation copies of the Product for customers to assess the Product, which may not have full functionality. If the Product is only provided for evaluation purposes the rights of the Licensee are limited to this evaluation license which permit the Licensee to download, install, use and operate the Product for a limited period and accessible by a limited number of temporary users as determined by Copyright Holder (Evaluation Period). On the expiry of the Evaluation Period the Product will cease to function and the Licensee must remove and delete all copies of the Product in its possession.

6. Copyright Holder's Obligations

Upon receipt of Licensee Fee from Licensee, Copyright Holder will (a) supply the Licensee with the Product via electronic download; and (b) provide Software Maintenance as defined in Clause 7 below.

7. Software Maintenance

Software Maintenance includes Copyright Holder's provisioning to Licensee Product updates and/or enhancements made generally available to customers from time to time, and online technical support (and where applicable, phone support) to one Licensee-designated technical contact for the sole purpose of addressing technical issues relating to the use of the Product (excluding any form of on-site visits by Copyright Holder personnel or contractors), for a period of twelve (12) months from the Commencement Date (the "Plug-in Initial Maintenance Period"). The Plug-in Initial Maintenance Period may be renewed for additional twelve (12) month periods ("Renewal Period") at Licensee's sole and absolute discretion at the then-current rate for Software Maintenance. Subsequent Renewal Periods commence upon the expiration of the prior Software Maintenance regardless of when it is purchased.

8. Licensee Obligations

The Licensee must at all times: (a) ensure that only an Authorized User may use the Product and only for Authorized Use in accordance with the terms and conditions of this Agreement; (b) promptly advise Copyright Holder, including in writing, if the Licensee becomes aware of any unauthorized use or distribution of the Product by any person.

9. Unauthorized Use or Distribution

Licensee may not, whether through deliberate or negligent act or act of omission, distribute or cause the distribution of the Product to any third party other than an Authorized User.

10. Investigation of Unauthorized Use and Distribution

If Copyright Holder reasonably suspects that the Product has been distributed to or obtained by any person or party without Copyright Holder's prior written consent, Copyright Holder has the right to reasonably request once per calendar year from the Licensee an unqualified certificate executed by the Licensee's auditor at the Licensee's cost for the purpose of verifying compliance with Authorized Use of the Product.

11. Licensee's Restrictions

Licensee will not, without the prior written consent of Copyright Holder, which may be withheld in Copyright Holder's sole discretion and which may include certain conditions: (a) decompile, reverse engineer, disassemble, analyze, modify, adapt, convert, create derivative works from, or otherwise attempt to derive, the Protected Code; (b) sell, sublicense, redistribute, reproduce, transmit, circulate, disseminate, translate or reduce to or from any electronic medium or machine readable form the Product or any data/information provided to the Licensee through the Product to a person (except that nothing in Clause 11(b) is intended to prevent an Authorized Person undertaking Authorized Use); (c) vary or amend the Authorized Use without Copyright Holder's prior written approval; (d) publish, promote, broadcast, circulate or refer publicly to the Copyright Holder name, trade name, trademark, service mark or logo or (e) commit any act or omission the likely result of which is that Copyright Holder's reputation will be brought into disrepute or which act or omission could reasonably be expected to have or does have a material and adverse effect on Copyright Holder's interests.

In addition, the Product includes license protection mechanisms that are designed to manage and protect the intellectual property rights of Copyright Holder. Licensee must not modify or alter those features to try to defeat the Product use rules that the license protection mechanisms are designed to enforce.

12. Term

The term of this Agreement begins on the Commencement Date and will continue in full force and effect unless terminated in accordance with Clause 12 below.

13. Termination

Licensee may terminate this Agreement at any time by destroying all copies of the Product in its possession. Either party hereto may terminate this Agreement if the other party commits a material breach and such party does not cure such material breach within thirty (30) days of written notice of such breach. Licensee agrees upon termination of this License to destroy all copies of the Product in its possession. Clauses 1, 4, 9 - 11, 14 - 19 shall survive any termination of this Agreement.

14. Infringement Indemnification

If the Product becomes, or in the opinion of Copyright Holder may become, the subject of a claim of infringement of any third party's intellectual property rights, Copyright Holder may, at its option and in its discretion: (i) procure for Licensee the right to use the Product free of any liability; (ii) replace or modify the Product to make it non-infringing; or (iii) refund any License Fees related to this Product paid by Licensee. The foregoing states the sole liability of Copyright Holder and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or any other items provided by Copyright Holder under this Agreement.

Licensee will indemnify and hold harmless Copyright Holder against all costs, expenses, losses and claims made against Copyright Holder as a result of any infringement of a third party's intellectual property rights arising from the Licensee's or its Authorized User's modification to the Product or combination of the Product with other products by Licensee or any of its Authorized Users

15. Limitation of Liability

Excluding breaches of Copyright Holder's indemnification obligations described in Clause 14 hereof, neither party hereto will be liable to any third-party for any loss, damage, cost, expense or other claim (including consequential, directly, indirect, special, punitive or other damages and loss of data or profits) in relation to this Agreement or the Product including, without limitation: (a) any use or reliance on a Product by the third-party (including the form and content of errors in and/or omissions from any information contained in a Product); (b) any delay, interruption or other failure in the provision of the Product; or (c) any change in the form or content of the Product. Excluding breaches of Copyright Holder's indemnification obligations described in Clause 14 hereof, in no event will either party's liability under any claims arising out of this Agreement exceed the fees paid by licensee under this Agreement. Except for each party's indemnification obligations or breach of Clauses 2 ("Licensee Fee"), 9 ("Unauthorized Use or Distribution"), or 11 ("Licensee's Restrictions"), neither party will be liable for lost profits or for special, indirect, incidental or consequential damages, regardless of the form of action, even if such party is advised of or aware of the possibility of such damages. The foregoing liability limitations shall apply to the maximum extent allowed by applicable law. To the extent the foregoing liability limitations or the warranty disclaimers of Clause 4 are not allowed by applicable law, then the liability of Copyright Holder, and the remedy of Licensee, shall be limited to the prompt: (d) re-supply of any defective Product; or (e) refund of any license fees paid by Licensee for such defective Product.

16. Ownership & Intellectual Property

This Agreement only confers the right to use the Product and does not convey any rights of ownership in or to the Product. The Licensee acknowledges that the Product and all intellectual property rights in relation to the Product are the property of Copyright Holder and Copyright Holder is entitled to take whatever action it may decide in order to protect its intellectual property rights in the Product.

17. Publicity Rights

(a) The Licensee grants Copyright Holder the right to include the Licensee as a customer in Product promotional material.
(b) Licensee can deny Copyright Holder this right by submitting a written request via email to sales@quisapps.com, requesting to be excluded from Product promotional material. Confirmation of such denial (via reply email) must be received prior to purchasing for this exclusion to be effective.
(c) Should the Licensee come to be or already be included in Product promotional material, as a result of any prior purchases where the Licensee did not request exclusion from Product promotional material, the Licensee can at any point in time, submit a written request via email to sales@quisapps.com to have Copyright Holder remove the Licensee's name from Product promotional material. Upon receipt of such request, Copyright Holder will remove any reference to the Licensee from such promotional material within 30 days and make no further reference to the Licensee.

18. No Assignment or Amendment

Licensee may not amend this Agreement without prior written consent of Copyright Holder. Licensee may assign this Agreement to succeeding parties in the case of a merger, acquisition or change of control so long as in doing so, Copyright Holder is notified in writing within ninety (90) days of the closure of such transaction. If Licensee merges into or with a direct competitor of Copyright Holder, as determined in Copyright Holder's sole discretion, then this Agreement will automatically terminate as of the effective date of such merger. Copyright Holder may assign its rights and obligation under this Agreement without consent of Licensee.

19. Restrictions

United States: If the Product is acquired by the Licensee in the United States, the Licensee acknowledges: (a) the Product is subject to U.S. export jurisdiction and agrees to comply with all applicable international and national laws that apply to the Product, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments and notwithstanding the above; and (b) the provisions of the USA Uniform Computer Information Transaction Act do not apply to this EULA.
General: The export of the Product from the country of original purchase may be subject to control or restriction by applicable local law. Licensee is solely responsible for determining the existence and application of any such law to any proposed export and for obtaining any needed authorization. Licensee agrees not to export the Product from any country in violation of applicable legal restrictions on such export.