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ENG_EULA_EE.txt
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LICENSE AGREEMENT
1. DEFINITIONS. THE TERMS AND DEFINITIONS USED IN THE AGREEMENT ARE DESCRIBED IN SECTION 1.
1.1. “Confidential Information” shall mean all disclosed information with regard to this Agreement or the Product whether furnished in oral, written or other tangible or intangible form. The Confidential Information shall include, but not limited to, components of business plans, products, inventions, design plans, financial plans, customer related information, strategies and other information of similar nature.
1.2. “Documentation’ shall mean all user manuals and administrator guides as well as other technical documents.
1.3. “Product” shall mean any version of software for computers and data bases, including, but not limited to, the computer software %ARENADATA_PRODUCT%, that are built on an open SW basis managed by the Apache Software Foundation licensed under the terms and conditions of the Apache 2.0 License (http://www.apache.org/licenses/LICENSE-2.0).
1.4. “Intellectual Property” shall mean all systems, methods, algorithms, structures, libraries, applications (supplementary software), components/parts of the Product (including texts and fonts), all modules, other elements of the Product copied and/or incorporated in all working software, any copies, documentation, authorship , logos and other information included in the Product.
1.5. Right Owner - Arenadata Software LLC
2. INTELLECTUAL PROPERTY EXCLUSIVE RIGHTS
2.1. The Product, systems, methods, algorithms, structures, libraries, applications (supplementary software), components/parts of the Product (including texts and fonts), all modules, other elements of the Product copied and/or incorporated in all working software, any copies, documentation, authorship, logos and other information included in the Product shall be objects of intellectual property and commercial secret of the Right Owner, i.e. Arenadata Software LLC and/or its affiliates and shall be protected according to the Russian Federation effective legislation on intellectual property, commercial secret as well as the provisions of this Agreement.
2.2. The Right Owner shall guarantee that it has relevant rights to use the ARENADATA name and the ARENADATA logo protected under the Russian Federation legislation on copyrights.
2.3. The use of the Product in violation of the terms and conditions hereof shall be deemed to be a breach of the Russian Federation legislation on copyrights and shall constitute a sufficient ground for depriving the Licensee of the rights granted in respect of the Product.
2.4. The Right Owner shall assist the Licensee in defending against all claims filed by third parties in respect of the intellectual and industrial ownership of the Product package. Should any such claim be filed the Licensee shall immediately inform the Right Owner about all complaints made by the third party and provide all necessary information regarding the dispute.
2.5. The Right Owner represents that as of the time of the transfer of the right to use the Product, to the best of its knowledge, there are no third party's rights that could be infringed upon through granting the Licensee with the non-exclusive right to use the Product hereunder.
2.6. Within the term of this Agreement the Right Owner shall refrain from any actions that can hinder the Licensee from exercising the right to use the result of intellectual activity granted to it within the limits set forth in this Agreement.
3. SUBJECT MATTER OF THE AGREEMENT
3.1. The subject matter of this Agreement shall be Right Owner’s provision to the Licensee (provided that the Licensee meets all technical requirements described in the technical and user documentation, and all terms and conditions and restrictions set forth herein) of non-exclusive rights to use the Product within the limits and by the methods specified herein. The description of the Product and instructions regarding the use thereof shall be included in the Product suite and may be provided to the Licensee upon request in hard copies.
3.2. The terms and conditions and the procedure of paying remuneration for provision of the right to use the Product shall be set forth in separate agreements with the Right Owner or its authorized representatives/partners.
4. SCOPE OF THE RIGHTS TO BE TRANSFERRED AND METHODS OF USE
4.1. The Licensee shall be provided with the non-exclusive right to use the Product through installing and launching the Product on the relevant number of processors and through copying thereof only for the purpose of generating a back-up or archival copy of the Product. The number of processors shall be determined by separate agreements with the Right Owner or partners of the Right Owner.
4.2. The right to use the Product granted to the Licensee shall not include:
4.2.1. The right to use the Product or relevant documentation thereto for any purposes other than those permitted hereby.
4.2.2. The right to modify, hide, delete or enter any changes into the trademarks, trade names, marks or notes made onto the software or constituting an inseparable part of the software or the relevant documentation thereto. While producing above mentioned copies the Licensee shall reproduce onto the copy/copies all information regarding the copyright or other marks made on the software or the relevant documentation thereto.
4.2.3. The right to modify, supplement, decompile, reverse-engineer, disassemble, translate, adapt, reorganize, make corrections or enter any other changes to the Product, components of the Product or relevant documentation thereto.
4.2.4. The right to assign the granted right to use the Product, including the media and documentation, to legal entities and individuals through selling, renting, letting, lending or otherwise alienating, including, but not limited to, the provision of the software as a “cloud” service.
4.2.5. The right to transfer to third parties the activation and access codes (or copies thereof) for the Product.
4.2.6. The right to use the Product on behalf of any third party.
4.2.7. The right to make any actions with regard to the Product that violate the Russian and international norms of legislation on copyrights and use of software.
4.3. The right to use the Product to be granted to the Licensee shall be in effect within the time period set forth in the SW Specifications (Annex No 1 to the Contract) and within the boundaries of the Russian Federation.
4.4. The use of the Product shall be allowed within the standard SW suite, it shall also be allowed to build the Product into software created anew or existing.
4.5. It shall be allowed to build in and produce derivative products subject to the rules of application and use of the free Apache SW.
5. TRANSFER PROCEDURE
5.1. A copy of the Product shall be furnished to the Licensee on an electronic medium. The user documentation shall be provided to the Licensee on an electronic medium unless set forth otherwise in the contract with the Licensee.
5.2. Any changes, amendments and other actions related to the transfer, activation of, provision of access to the Product shall be made only by the Right Owner either directly or through its authorized representatives.
5.2.1. The license agreement for the Product may be re-registered to another Licensee only by the Right Owner on the basis of the current Licensee's written application. The transfer shall be applicable to the entire Product (including all components, media, printed materials and updates).
5.2.2. The person who obtained the Product as a result of such all-at-once transfer shall accept all terms and conditions of this Agreement, including the obligation not to assign the rights to the Product and this Agreement to any third parties. A written confirmation of acceptance of this condition shall be forwarded to the Right Owner.
5.2.3. When the right to the Product is assigned to another person (a new Licensee), the Licensee under this Agreement shall delete all back-up copies, if any, of the Product to be transferred.
6. WARRANTY OBLIGATIONS
6.1. The Right Owner shall warrant that no copyrights, allied rights or any other rights of third parties are infringed upon through transferring the rights to the Product.
6.2. The Product with the rights to use thereof specified in this Agreement shall be provided "as is" without any obligations on the part of the Right Owner regarding its fitness for the Licensee's purposes or for the use together with certain software.
6.3. The Right Owner shall provide no warranties with regard to the software and hardware of other manufactures that may be supplied to the Licensee together with the Product or as an integral part of the Product or may be attached to the Product.
6.4. The Right Owner may provide support services with regard to the Product under separate agreements made by the Licensee with the Right Owner or its partners according to the current terms and conditions of support services of the Right Owner.
7. LIABILITY
7.1. The Right Owner and its affiliates shall bear no liability and shall not reimburse any direct or indirect losses, including lost profits, loss of confidential information of the Licensee caused by faults and/or errors made in operating the Product, improper conduct of the personnel of the Licensee or third parties, or breakdowns of technical means and failures of electrical equipment.
7.2. The Right Owner and its affiliates shall neither be liable for nor make any warranties with regard to any performance characteristics of the Product other than those committed and described in the user documentation, unless the Licensee bought the Product from the Right Owner or its authorized representatives.
7.3. The Right Owner and its affiliates shall neither make any implicit warranties of the merchantability of the Product or its fitness for a particular purpose. This software shall be provided on an "as is" basis and Arenadata Software LLC shall not be obliged to provide any maintenance, support, updating, extension or modification services with regard to the Product.
7.4. The Licensee shall bear liability for reimbursing any damages arising out of or caused by the use of the Product and the information contained therein or generated by the Product and resulting from its interaction (or a failure to interact in a proper manner) with any other hardware, array of systems or software provided by the Right Owner and/or third parties.
7.5. The Licensee shall undertake to compensate the Right Owner for any costs, including legal expenses, attorney fees and hold the Right Owner harmless against any claims, disputes, litigations, losses, damages, expenses, costs, any other liability caused by any unlawful, illegal use of the Product (including the use by any party relating to the Licensee, as well as by persons who were authorized to act on behalf of the Licensee explicitly in violation of this Agreement and effective legislation).
8. SPECIAL, ADDITIONAL TERMS AND CONDITIONS
8.1. The rights to use the Product shall be in effect only if the Product is genuine. The Product bought lawfully shall be supplied with the unique identification number and the Licensee's data specified when the rights to use the Product are acquired. The Licensee shall bear full liability for correctness of the data transferred directly to the Right Owner or its authorized representative. The Licensee shall advise the Right Owner or its authorized representative of any deficiencies it finds in the provided data, changes in its address and banking details.
8.2. This Agreement as described above shall be deemed to have been entered into and shall come into legal force from the time of commencement of the installation and use of the Product and shall constitute an entire agreement between the Licensee and the Right Owner regarding its terms and conditions. Should a competent court hold any provisions of this Agreement null and void, unlawful, all other provisions of the Agreement shall remain in force and effect. All disputes and contradictions of the parties to this Agreement shall be settled by means of negotiations, and if the negotiations fail to settle the dispute, such disputes shall be submitted to the Court of Arbitration of Moscow according to the Russian Federation effective legislation.
8.3. Violation of the terms and conditions of this Agreement shall be subject to a liability according to the Russian Federation effective legislation and this Agreement. Without prejudice to any of its rights the Right Owner shall be entitled to unilaterally terminate this Agreement, should the Licensee fail to observe the terms, conditions and restrictions set forth herein. The money paid by the Licensee for the use of the Product shall not be returned.
8.4. The Product may include software or any other code distributable subject to the terms and conditions of licenses of third party suppliers. The Customer shall accept and agree with the terms and conditions of such third party licensees applicable to the third party software and shall acknowledge that such third party suppliers disclaim any representations and warranties with regard to the products or any part thereof and assume no liability for any claims that may arise with regard to the products, as a result of the usage thereof by the customer or due to the impossibility to use thereof. Should the Licensee become aware of any information indicating the infringement of the Right Owner's copyright (unlawful resale of the Product, links to pirate websites) please forward such information to: https://support.arenadata.io/.
8.5. For any additional information regarding the issues relating to this Agreement, any further explanations with regard to the use of the Product the Licensee may apply to the address below: https://support.arenadata.io/.
9. AGREEMENT TERMINATION
9.1. The term of this Agreement shall commence from the date of its being signed by the accepting party and shall be in effect for the effective period of the non-exclusive right to use the SW, unless it is terminated due to the Licensee's failure to observe any provision of this Agreement. If any provision of this Agreement is violated, the Right Owner may terminate this Agreement immediately.
9.2. Upon termination of this Agreement all rights granted to the Licensee by this Agreement shall be forthwith terminated and the Licensee shall immediately return all confidential information to the Right Owner and then delete all confidential information on its side.
9.3. This clause and sections 2, 3, 4, 6, 7, 8 shall survive any termination of this Agreement.