Please read this EULA carefully, as it sets out the basis upon
which we license the Software for use.
Before you download the
Software from our website, we will ask you to give your express agreement to the provisions of
this EULA.
By agreeing to be bound by this EULA, you further agree that any
person you authorise to use the Software will comply with the provision of this EULA.
Definitions
In this EULA, except to the extent expressly provided otherwise:
"Charges" means those amounts that the parties have
agreed in writing shall be payable by the User to the Licensor in respect of this EULA;
"Documentation" means the documentation for the Software
produced by the Licensor and delivered or made available by the Licensor to the User;
"Effective Date" means the date upon which the User
gives the User's express consent to this EULA, following the issue of this EULA by the
Licensor;
"EULA" means this end user licence agreement, including
any amendments to this end user licence agreement from time to time;
"Force Majeure Event" means an event, or a series of
related events, that is outside the reasonable control of the party affected (including
failures of the internet or any public telecommunications network, hacker attacks,
denial of service attacks, virus or other malicious software attacks or infections,
power failures, industrial disputes affecting any third party, changes to the law,
disasters, explosions, fires, floods, riots, terrorist attacks and wars);
"Intellectual Property Rights" means all intellectual
property rights wherever in the world, whether registrable or unregistrable, registered
or unregistered, including any application or right of application for such rights (and
these "intellectual property rights" include copyright and related rights, database
rights, confidential information, trade secrets, know-how, business names, trade names,
trade marks, service marks, passing off rights, unfair competition rights, patents,
petty patents, utility models, semi-conductor topography rights and rights in designs);
"Licensor" means subZero Cloud S.R.L, a company
incorporated in Romania (registration number 37521270) having its registered office at
str. Vasile Alecsandri nr. 1410072 Oradea, jud. BihorRomania, EU;
"Services" means any services that the Licensor provides
to the User, or has an obligation to provide to the User, under this EULA;
"Software"
means subzero software suite ;
"Software Defect"
means a defect, error or bug in the Software having [an
adverse effect] or [a material adverse effect] on the appearance, operation,
functionality or performance of the Software
;
"Software Specification" means the specification for the
Software set out in the Documentation;
"Source Code" means the Software code in human-readable
form or any part of the Software code in human-readable form, including code compiled to
create the Software or decompiled from the Software, but excluding interpreted code
comprised in the Software;
"Term" means the term of this EULA, commencing in
accordance with Clause 3.1 and ending in accordance with Clause 3.2; and
"User" means the person to whom the Licensor grants a
right to use the Software under this EULA.
Credit
This document was created using a template from Docular (https://docular.net).
Term
This EULA shall come into force upon the Effective Date.
This EULA shall continue in force indefinitely, subject to termination
in accordance with Clause 11 or any other provision of this EULA.
Licence
The Licensor hereby grants to the User from the date of supply of the
Software to the User a worldwide, non-exclusive licence to:
use up to 3 production instance and 10 development instances of the Software in
accordance with the Documentation; and
create, store and maintain up to 5 back-up copies of the Software,
subject to the limitations and prohibitions set out and referred to in this Clause 4.
The User may not sub-license
and must not purport to sub-license any rights granted under Clause 4.1 without the prior
written consent of the Licensor.
Save to the extent expressly permitted by this EULA or required by
applicable law on a non-excludable basis, any licence granted under this Clause 4 shall be
subject to the following prohibitions:
the User must not sell, resell, rent, lease, loan, supply, publish, distribute or
redistribute the Software or Source Code;
The User shall be responsible for the security of copies of the
Software supplied to the User under this EULA (or created from such copies) and shall use all
reasonable endeavours (including all reasonable security measures) to ensure that access to such
copies is restricted to persons authorised to use them under this EULA.
Source Code
The User will have access to the Source Code and can can alter, edit and adapt it.
No assignment of Intellectual Property Rights
Nothing in this EULA shall operate to assign or transfer any
Intellectual Property Rights from the Licensor to the User, or from the User to the Licensor.
Charges
The User shall pay the Charges to the Licensor in accordance with this
EULA.
All amounts stated in or in relation to this EULA are, unless the
context requires otherwise, stated exclusive of any applicable value added taxes, which will be
added to those amounts and payable by the User to the Licensor.
Warranties
The Licensor warrants to the User that it has the legal right and
authority to enter into this EULA and to perform its obligations under this EULA.
The Licensor warrants to the User that the Software, when used by the
User in accordance with this EULA, will not breach any laws, statutes or regulations applicable
under English law.
The Licensor warrants to the User that the Software, when used by the
User in accordance with this EULA, will not infringe the Intellectual Property Rights of any
person in any jurisdiction and under any applicable law.
If the Licensor reasonably determines, or any third party alleges,
that the use of the Software by the User in accordance with this EULA infringes any person's
Intellectual Property Rights, the Licensor may acting reasonably at its own cost and expense:
modify the Software in such a way that it no longer infringes the relevant Intellectual
Property Rights, providing that any such modification must not introduce any Software
Defects into the Software and must not result in the Software failing to conform with
the Software Specification; or
procure for the User the right to use the Software in accordance with this EULA.
The User warrants to the Licensor that it has the legal right and
authority to enter into this EULA and to perform its obligations under this EULA.
All of the parties' warranties and representations in respect of the
subject matter of this EULA are expressly set out in this EULA. To the maximum extent permitted
by applicable law, no other warranties or representations concerning the subject matter of this
EULA will be implied into this EULA or any related contract.
Acknowledgements and warranty limitations
The User acknowledges that complex software is never wholly free from
defects, errors and bugs; and subject to the other provisions of this EULA, the Licensor gives
no warranty or representation that the Software will be wholly free from defects, errors and
bugs.
The User acknowledges that complex software is never entirely free
from security vulnerabilities; and subject to the other provisions of this EULA, the Licensor
gives no warranty or representation that the Software will be entirely secure.
The User acknowledges that the Software is only designed to be
compatible with that software specified as compatible in the Software Specification; and the
Licensor does not warrant or represent that the Software will be compatible with any other
software.
The User acknowledges that the Licensor will not provide any legal,
financial, accountancy or taxation advice under this EULA or in relation to the Software; and,
except to the extent expressly provided otherwise in this EULA, the Licensor does not warrant or
represent that the Software or the use of the Software by the User will not give rise to any
legal liability on the part of the User or any other person.
Limitations and exclusions of liability
Nothing in this EULA will:
limit or exclude any liability for death or personal injury resulting from negligence;
limit or exclude any liability for fraud or fraudulent misrepresentation;
limit any liabilities in any way that is not permitted under applicable law; or
exclude any liabilities that may not be excluded under applicable law,
and, if a party is a consumer, that party's statutory rights will not be excluded or
limited by this EULA, except to the extent permitted by law.
The limitations and exclusions of liability set out in this Clause 10
and elsewhere in this EULA:
are subject to Clause 10.1; and
govern all liabilities arising under this EULA or relating to the subject matter of this
EULA, including liabilities arising in contract, in tort (including negligence) and for
breach of statutory duty, except to the extent expressly provided otherwise in this
EULA.
The Licensor will not be liable to the User in respect of any losses
arising out of a Force Majeure Event.
The Licensor will not be liable to the User in respect of any loss of
profits or anticipated savings.
The Licensor will not be liable to the User in respect of any loss of
revenue or income.
The Licensor will not be liable to the User in respect of any loss of
business, contracts or opportunities.
The Licensor will not be liable to the User in respect of any loss or
corruption of any data, database or software.
The Licensor will not be liable to the User in respect of any special,
indirect or consequential loss or damage.
The liability of the Licensor to the User under this EULA in respect
of any event or series of related events shall not exceed the greater of:
$150; and
the total amount paid and payable by the User to the Licensor under this EULA in the 12
month period preceding the commencement of the event or events.
The aggregate liability of the Licensor to the User under this EULA
shall not exceed the greater of:
$250; and
the total amount paid and payable by the User to the Licensor under this EULA.
Termination
The Licensor may terminate this EULA by giving to the User not less
than 30 days' written notice of termination, expiring at the end of any calendar month.
The User may terminate this EULA by giving to the Licensor not less
than 30 days' written notice of termination, expiring at the end of any calendar month.
Either party may terminate this EULA immediately by giving written
notice of termination to the other party if:
the other party commits any material breach of this EULA, and the breach is not
remediable;
the other party commits a material breach of this EULA, and the breach is remediable but
the other party fails to remedy the breach within the period of 30 days following the
giving of a written notice to the other party requiring the breach to be remedied; or
the other party persistently breaches this EULA (irrespective of whether such breaches
collectively constitute a material breach).
Either party may terminate this EULA immediately by giving written
notice of termination to the other party if:
the other party:
is dissolved;
ceases to conduct all (or substantially all) of its business;
is or becomes unable to pay its debts as they fall due;
is or becomes insolvent or is declared insolvent; or
convenes a meeting or makes or proposes to make any arrangement or composition
with its creditors;
an administrator, administrative receiver, liquidator, receiver, trustee, manager or
similar is appointed over any of the assets of the other party;
an order is made for the winding up of the other party, or the other party passes a
resolution for its winding up (other than for the purpose of a solvent company
reorganisation where the resulting entity will assume all the obligations of the other
party under this EULA); or
if that other party is an individual:
that other party dies;
as a result of illness or incapacity, that other party becomes incapable of
managing his or her own affairs; or
that other party is the subject of a bankruptcy petition or order.
The Licensor may terminate this EULA immediately by giving written
notice to the User if:
any amount due to be paid by the User to the Licensor under this EULA is unpaid by the
due date and remains unpaid upon the date that that written notice of termination is
given; and
the Licensor has given to the User at least 30 days' written notice, following the
failure to pay, of its intention to terminate this EULA in accordance with this Clause
11.5.
Effects of termination
Upon the termination of this EULA, all of the provisions of this EULA
shall cease to have effect, save that the following provisions of this EULA shall survive and
continue to have effect (in accordance with their express terms or otherwise indefinitely):
Clauses 1, 10, 12, 13 and 14.
Except to the extent that this EULA expressly provides otherwise, the
termination of this EULA shall not affect the accrued rights of either party.
Within 30 days following the termination of this EULA for any reason:
the User must pay to the Licensor any Charges in respect of Services provided to the
User before the termination of this EULA and in respect of licences in effect before the
termination of this EULA; and
the Licensor must refund to the User any Charges paid by the User to the Licensor in
respect of Services that were to be (but are not) provided to the User after the
termination of this EULA and in respect of licences that were to be (but are not) in
effect after the termination of this EULA,
without prejudice to the parties' other legal rights.
For the avoidance of doubt, the licences of the Software in this EULA
shall terminate upon the termination of this EULA; and, accordingly, the User must immediately
cease to use the Software upon the termination of this EULA.
General
No breach of any provision of this EULA shall be waived except with
the express written consent of the party not in breach.
If any provision of this EULA is determined by any court or other
competent authority to be unlawful and/or unenforceable, the other provisions of this EULA will
continue in effect. If any unlawful and/or unenforceable provision would be lawful or
enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of
the provision will continue in effect (unless that would contradict the clear intention of the
parties, in which case the entirety of the relevant provision will be deemed to be deleted).
This EULA may not be varied except by a written document signed by or
on behalf of each of the parties.
The User hereby agrees that the Licensor may assign the Licensor's
contractual rights and obligations under this EULA to any third party. Save to the extent
expressly permitted by applicable law, the User must not without the prior written consent of
the Licensor assign, transfer or otherwise deal with any of the User's contractual rights or
obligations under this EULA.
This EULA is made for the benefit of the parties, and is not intended
to benefit any third party or be enforceable by any third party. The rights of the parties to
terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to
this EULA are not subject to the consent of any third party.
Subject to Clause 10.1, this EULA shall constitute the entire
agreement between the parties in relation to the subject matter of this EULA, and shall
supersede all previous agreements, arrangements and understandings between the parties in
respect of that subject matter.
This EULA shall be governed by and construed in accordance with
Romanian law.
The courts of Romania shall have exclusive jurisdiction to adjudicate
any dispute arising under or in connection with this EULA.
Interpretation
In this EULA, a reference to a statute or statutory provision includes
a reference to:
that statute or statutory provision as modified, consolidated and/or re-enacted from
time to time; and
any subordinate legislation made under that statute or statutory provision.
The Clause headings do not affect the interpretation of this EULA.
References in this EULA to "calendar months" are to the 12 named
periods (January, February and so on) into which a year is divided.
In this EULA, general words shall not be given a restrictive
interpretation by reason of being preceded or followed by words indicating a particular class of
acts, matters or things.