End User Licence Agreement

Last updated: June 1st, 2016.

This End User Licence Agreement (hereinafter referred to as “Agreement” ) is a legal contract between You, either an individual user or a legal entity (hereinafter referred to as "You" or the “Licensee” ) and COMPETERA LIMITED a legal entity under the laws of Cyprus, located at: 48 Themistokli Dervi, Athienitis Centennial Building, 1-st flour, flat/office 104, Nicosia 1066, Cyprus (hereinafter referred to as the “Licensor”) that specify license terms and conditions for the software associated under the trade mark COMPETERA™ (hereinafter referred to as the“Software”).

By signing this Agreement, clicking “I Agree” button, accessing and/or otherwise using the Software, You agree to be bound by the terms and conditions of this Agreement. If You do not wish to be bound by the terms and conditions of this Agreement, You may refuse to sign, access or use the Software. Accepting license terms and conditions stipulated below shall be a compulsory condition for lawful use of the Software.

1. LICENCE TERMS AND CONDITIONS

1.1 Subject to the other terms of this Agreement, including without limitation the payment of the applicable License fee, Licensor grants You a non-exclusive, non-transferable, non-sublicensable license to use the Software as stipulated below.

1.2 You are entitled only to those rights with respect to the Software as are expressly granted by this Agreement.

1.3 Your license rights will take effect subject to license fee payment and Your acceptance of terms and conditions of this Agreement.

1.4 License Restrictions.

In compliance with the License YOU MAY NOT:

• assign, sell, sublicense, rent, lease or distribute the Software (or any portion thereof) some other way to third parties and use the Software (or any portion thereof) for time sharing, hosting or like purposes;
• cause or permit reverse engineering, decompile, disassemble, make any attempt to discover the source code of the Software;
• modify, translate, or create derivative works from the Software, incorporate the Software (or any portion thereof) into or with other software;
• remove any Software identification, proprietary, copyright or other notices contained in the Software;
• disclose the results of any benchmark tests of the Software to any third party.

1.5 License Types.

1.5.1 Standardized License
Standardized License means a license rights to a standard configuration of the Software which shall be presented by Licensor in a public offer.

1.6.2 Customized License
Customized License means license rights to a configuration of the Software which shall be adjusted by Licensor upon Your individual requests and options. Customized licensing can be used when any of standardized licenses does not meet Licensee needs to the full extent.

1.6.3 Subscription License
Subscription License means license rights to Support and Upgrade the Software in accordance with the licenses mentioned above.

2. SUPPORT AND UPGRADE

2.1 Support and Upgrade grant to You the license rights to use the latest version of Software, including major version releases, and to the Software support service during a subscription period.

3. LICENSE PAYMENTS

3.1 Licence fee consists of Activation and Subscription fees. Activation fee shall depend on Licence Type (Standardized or Customized License). Activation fee for a Standardized Licence shall be presented by Licensor in a public offer. Activation fee for a Customized Licence shall be agreed by Licensor and You on individual basis. Subscription fee shall depend on support and upgrade level specified in Licensor’s Support and Upgrade policies.

3.2 Licence fee shall be paid directly to Licensor via official product web site, by means of meeting the invoice or to Licensor’s authorized license resellers according to their payments conditions. Upon effecting a payment You will be provided with an access key to the Software which You have chosen or to opted subscription.

3.3 In any circumstances Licence fee paid by Licensee is non-refundable except in warranty cases specified below.

3. LICENSE PAYMENTS

4.1 Licensor or its licensors retain all rights, title and interest to the Software and all related intellectual property and proprietary rights. The Software is protected by applicable copyright, trade secret, industrial and other intellectual property laws. You may not remove any product identification, copyright, trademark or other notice from the Software. Licensor reserves any rights not expressly granted to You.

4.2 “Confidential Information” means all proprietary or confidential information that is disclosed to the recipient (“Recipient”) by the discloser (“Discloser”), and includes, among other things (i) any and all information relating to products or services provided by a Discloser, its financial information, software code, flow charts, techniques, specifications, development and marketing plans, strategies, and forecasts; and (ii) as to Licensor, and its licensors, the Software. Confidential Information does not include information that Recipient can show: (a) was rightfully in Recipient's possession without any obligation of confidentiality before receipt from the Discloser; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third party without violation of a duty of confidentiality; (d) is independently developed by or for Recipient without use of the Confidential Information; or (e) is required to be disclosed by applicable law or court order. Recipient may not disclose Confidential Information of Discloser to any third party or use the Confidential Information in violation of this Agreement.

4.3 All data transferred by You for the purpose of enjoying license rights are confidential. Licensor undertakes to provide the same level of protection of personal data received from You within the frame of this Agreement, as provided to its own personal databases.

4.4 You acknowledge that any misuse or threatened misuse of the Software will cause immediately irreparable harm to Licensor for which there is no adequate remedy at law. Accordingly, You agree that Licensor IS entitled to immediate and permanent injunctive relief from a court of competent jurisdiction in the event of such breach or threatened breach.

5. APPLICABLE LAW

5.1 This Agreement shall be governed by the laws of Cyprus.

5.2 The parties shall resolve all disputes arising during the validity of this Agreement by way of negotiations. In case of the impossibility to resolve a dispute in a peaceful manner all disputes of any nature that may arise in relation to this Agreement shall be referred to arbitration by a single Arbitrator in accordance with the provisions of the Arbitration Law of Cyprus, Cap 4. The Arbitrator will be proposed by the Arbitration Service of the Cyprus Chamber of Commerce and Industry and must be approved by the parties. In case of disagreement between the parties on the proposed Arbitrator, the Arbitrator will be appointed in accordance with the provisions of the Arbitration Law of Cyprus, Cap 4. English shall be the language of the proceedings. The arbitral award shall be final and binding upon the parties.

6. WARRANTY

6.1 To the extent permitted by applicable law, the Software is provided to You “AS IS” without warranty, either express or implied, that Software usage will be uninterrupted and that all errors have been or can be eliminated from the Software. Licensor’s sole liability (and Your exclusive remedy) for any breach of this warranty shall be, in Licensor’s sole discretion, to use commercially reasonable efforts to provide You with an error correction or workaround which corrects the reported nonconformity, to provide Software upgrades with corrected errors for the upcoming Software release or service pack or if Licensor determines such remedies to be impracticable within a reasonable period of time, to terminate the Agreement and refund license fee paid for the period of nonconformity.

6.2 The limited warranty shall not apply to warranty claims arising out of or relating to: (a) use of the Software with hardware or software not required in the Software documentation; (b) to defects in the Software due to accident, abuse or improper use by You; or (c) to Software provided on a no charge or non-commercial trial use basis, if any.

7. LIMITS ON LIABILITY

LICENSOR IS NOT LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT, SUPPORT, THE SOFTWARE (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST COMPUTER USAGE TIME AND DAMAGE TO, OR LOSS OF USE OF DATA CONSIDERED AS INDIRECT LOSS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH DAMAGES RESULT FROM A CLAIM ARISING UNDER TORT OR CONTRACT LAW. LICENSOR’S TOTAL LIABILITY FOR DAMAGES OF ANY KIND IS LIMITED TO THE AMOUNT PAID FOR THE LICENSE TO THE APPLICABLE SOFTWARE GIVING RISE TO SUCH DAMAGES.

8. TERMINATION

Licensor may terminate this Agreement if (a) You fail to make a Licence fee payment and/or (b) You fail to comply with the terms of this Agreement within fourteen (14) days after receipt of written notice of such failure. Upon any termination of this Agreement or License, You agree to immediately discontinue any use of the Software.