LICENSE SERVER AGREEMENT
IMPORTANT – PLEASE READ CAREFULLY
Chaos Software Ltd. (“THE COMPANY”) acting on its behalf or on behalf of an authorized by THE COMPANY reseller licenses the License Server (“THE LICENSE SERVER”) to you (either you personally if you have acquired THE LICENSE SERVER for yourself, or another legal entity which has acquired THE LICENSE SERVER on your behalf; hereinafter referred to as “THE LICENSEE”) only upon the condition that you accept all of the terms contained in this LICENSE SERVER AGREEMENT (“THE AGREEMENT”).
THE LICENSE SERVER is used by other of THE COMPANY's software to prevent usage of unlicensed versions of said software. For the purpose of this Agreement “software” or “software product” shall mean any software program over which THE COMPANY has intellectual property rights.
THE LICENSE SERVER requires a Hardware Lock (“THE DONGLE”), provided by THE COMPANY directly or via its authorized reseller in order to work properly.
By installing, accessing, or otherwise copying or using all or any portion of THE LICENSE SERVER you agree to be legally bound by THE AGREEMENT. If THE LICENSEE does not agree to any or all of the terms in THE AGREEMENT, THE LICENSEE must not install, access, or otherwise copy or use THE LICENSE SERVER or THE DONGLE and may, within thirty (30) days from the date of acquisition, return THE LICENSE SERVER, THE DONGLE and any accompanying documentation and materials to THE COMPANY or its authorized reseller from which THE LICENSE SERVER and THE DONGLE were acquired for a refund.
Article 1. SCOPE
1.1. THE COMPANY licenses and THE LICENSEE accepts the following nonsublicensable, nonexclusive, nontransferable rights over the above mentioned LICENSE SERVER:
a) to load THE LICENSE SERVER, to view it on a computer screen, to execute it, to transmit it to a distance, to keep it on a computer storage device;
b) to create a back-up copy of THE LICENSE SERVER, if that is needed for the specific use that THE LICENSE SERVER has been acquired for;
c) to benefit commercially from using THE LICENSE SERVER in the authorized manner considering the restrictions in Article 3.1. below, excluding the sale or transfer of purchased licensed copies to third parties.
1.3. THE COMPANY licenses to THE LICENSEE the rights referred to in Article 1.1 for 1 (one) copy of THE LICENSE SERVER.
1.4. A copy of THE LICENSE SERVER constitutes of all computer files provided to THE LICENSEE by THE COMPANY (including but not limited to installation files, binary executable files, library files, configuration files and documentation files).
1.5. By this AGREEMENT no rights over the trademarks of THE COMPANY, or other rights not specified herein, respectively, are being transferred or licensed to THE LICENSEE.
1.6. THE LICENSE SERVER is not sold; rather, copies of THE LICENSE SERVER are licensed all the way through the distribution channel to the end user.
Article 2. RIGHTS AND OBLIGATIONS OF THE COMPANY
2.1. THE COMPANY shall have to furnish THE LICENSEE via electronic way with the amount, specified herein, of the copies of THE LICENSE SERVER whose rights for use, as defined in Article 1.1., are being licensed by THE AGREEMENT.
2.2. THE COMPANY shall have to keep confidential any of THE LICENSEE’s trade secrets, as well as any other information or data THE COMPANY may become aware of during or in relation with the execution of THE AGREEMENT, except where such information or data is required by applicable law.
2.3. THE COMPANY shall keep the right to make any changes, improvements and corrections it deems necessary to THE LICENSE SERVER, as long as such change, improvement or correction does not affect the product’s licensing function and does not qualify as a new product.
2.4. THE COMPANY shall not be responsible for any problems that may appear during or because of the use of THE LICENSE SERVER. THE COMPANY shall not be liable in case THE LICENSEE is not able to use any or all of THE LICENSE SERVER’s features due to a force majeure (including, but not limited to short-circuits, power outages, internet network malfunctions, administrative limitations and others such as a war, strike, riot, crime, or an event described by the legal term "act of God" e.g., floodings, earthquakes, etc.).
2.5. THE COMPANY's entire liability shall be limited to damages of an amount equal to the amount of the initial purchase price originally paid by THE LICENSEE for THE DONGLE. The entire liability of THE COMPANY and THE LICENSEE's exclusive remedy will be to attempt to correct or work around errors, to replace THE LICENSE SERVER and THE DONGLE or to refund the purchase price and terminate THE AGREEMENT.
Article 3. RIGHTS AND OBLIGATIONS OF THE LICENSEE
3.1. THE LICENSEE shall not:
a) make copies of THE LICENSE SERVER except for back-up copies made only for their personal usage and which cannot be provided to any third parties;
b) duplicate THE DONGLE;
c) use THE LICENSE SERVER and THE DONGLE to develop a new software product with the same or similar functions;
d) lease, rent, lend, donate, exchange or redistribute THE LICENSE SERVER and/or THE DONGLE to any third parties. The LICENSEE is not allowed to sell, transfer, assign or grant access to his/her purchased LICENSE SERVER and THE DONGLE to a third party;
e) THE LICENSE SERVER and THE DONGLE cannot be used for commercial render-farm services that provide third parties with contracted/on demand rendering services. Render-farm service providers will need a separate agreement with THE COMPANY;
f) make any translation, adaptation, arrangement and any other alteration of THE LICENSE SERVER or make any reproduction, distribution, communication, display or performance to the public of the results of such acts;
g) adapt or reverse compile or reverse engineer the whole or any part of THE LICENSE SERVER;
h) adapt or reverse engineer or otherwise tamper with THE DONGLE;
i) remove or alter any copyright or other proprietary notice from THE LICENSE SERVER;
j) not by itself or with others participate in any illegal, deceptive, misleading, unethical practices and activities which may be detrimental to THE COMPANY.
3.2. THE LICENSEE shall notify THE COMPANY immediately if THE LICENSEE becomes aware of any unauthorized use of the whole or any part of THE LICENSE SERVER and/or THE DONGLE by any third party.
3.3. THE LICENSEE shall be entitled only to the rights specified in Article 1.1 of this AGREEMENT.
3.4. THE LICENSEE shall be obligated to provide THE COMPANY with any information needed for the accurate completion of the AGREEMENT’s objective.
3.5. THE LICENSEE shall be obligated to keep confidential any of THE COMPANY’s trade secrets, as well as any other information he/she may become aware of during or in relation with the execution of this AGREEMENT except where such information is required by applicable law.
Article 4. PRODUCT AUTHORIZATION AND DONGLE
4.1. THE LICENSE SERVER may include protection schemes to prevent usage of unlicensed copies of the software.
4.2. If THE DONGLE proves to be defective within 24 months from the date of purchase by the LICENSEE and the defect is not a result of physical damage, improper handling or any other improper use as specified by the manufacturer of THE DONGLE, THE COMPANY shall replace it after receiving the defective one. All shipping costs and any other taxes are to be covered by the LICENSEE.
4.4. If the defect has arisen from improper handling, physical damage or any other way of improper use THE COMPANY has no obligations to replace the defective DONGLE free of charge and the replacement must be paid according to the prices set out by THE COMPANY or its authorized reseller.
4.5. If any defect has arisen later than 24 months of the date of purchase by THE LICENSEE, THE COMPANY has no obligations to replace the defective DONGLE free of charge. In this case the replacement must be paid according to the prices set out by THE COMPANY or its authorized reseller.
4.6. THE DONGLE may contain one or more licenses for different software products licensed by THE COMPANY to THE LICENSEE. The total number of licenses to be put on THE DONGLE must not exceed the number of licenses for said software products purchased by THE LICENSEE. If THE LICENSEE already has another DONGLE provided by THE COMPANY, THE LICENSEE is not obliged to buy a separate DONGLE for each new license that THE LICENSEE purchases.
4.7. Back-up DONGLES with no licenses can be purchased at the discretion of THE LICENSEE. All shipping and any other taxes are to be covered by THE LICENSEE. THE COMPANY keeps its right to refuse to provide a spare DONGLE to THE LICENSEE at its own discretion.
4.8. In case THE DONGLE is lost or stolen, THE LICENSEE is allowed to purchase a new DONGLE according to the prices set out by THE COMPANY or its authorized reseller. THE LICENSEE will be charged additionally for the shipping costs and any other taxes. THE COMPANY keeps its right to refuse to replace a DONGLE at its own discretion.
4.9. Under the provisions defined in Article 4, if a DONGLE needs to be replaced, the COMPANY keeps its right to provide THE LICENSEE with a suitable replacement which may differ from the original.
Article 5. DURATION AND TERMINATION
5.1. This AGREEMENT is effective until terminated.
5.2. THE LICENSEE may terminate this AGREEMENT at any time by destroying THE LICENSE SERVER, destroying or returning THE DONGLE to THE COMPANY, destroying related documentation and all copies thereof. Upon the termination of THE AGREEMENT, THE LICENSEE shall cease all use of THE LICENSE SERVER and destroy or return to the COMPANY all DONGLES.
5.3. This AGREEMENT will terminate immediately without notice from THE COMPANY if THE LICENSEE fails to comply with any provision of this AGREEMENT.
Article 6. OTHER PROVISIONS
6.1. Any dispute about the existence and the validity of THE AGREEMENT, or in relation with the AGREEMENT or with a breach of it, including any dispute and discrepancy about the effect, interpretation, termination, performance or failure to execute it, shall be settled by negotiations. In the event no solution is achieved, the dispute shall be taken to the Arbitration Court of Zurich. The arbitration language shall be English, and the applicable legislation shall be the Bulgarian legislation.
6.2. In the event any of the terms of THE AGREEMENT is declared void because it conflicts with the applicable law, the rest of the terms and the AGREEMENT as a whole shall remain in full effect. Such invalid term shall be superseded by the legal provisions.
6.3.The parties hereto shall be obligated not to disclose to any third party any part of the information exchanged in the negotiations held between them during or in relation with the execution of THE AGREEMENT, except where such information is required by applicable law.
6.4. Any amendment or modification of THE AGREEMENT shall only be made by an additional agreement made in writing between the parties (annex) and signed by both of them.