End User Licence Agreement – Cubic Orb sp. z o.o.
This agreement (the “Agreement”) on granting the licence for the Program (as defined in the Agreement) has been concluded by and between Cubic Orb sp. z o.o. a limited liability located in Wroclaw, address: 74 Pilsudskiego Street, 50-020 Wroclaw, entered into the register of entrepreneurs held by District Court for Wroclaw-Fabryczna, IX Commercial Division under number: 0000761654, tax identification number (NIP): 8842794921, statistical number (REGON): 382009077, share capital in amount of PLN 9,000 (“Cubic Orb”) and the User (as defined in the Agreement).
Unless the Agreement states otherwise, expressions used in the Agreement and written in the manner set out below have the following meaning:
|Updates||all additions, modifications, extensions, or adjustments in the Program which take place after entering into the Agreement.|
|Licence Key||the individual set of symbols ascribed to the licence and send to the User in the moment of payment the licence fee for the Program in order to enable it using the Program.|
|Node-locked Licence||the Licence Model which allows the User to use the Program on a single terminal equipment.|
|USB Dongle Licence||the Licence Model which allows the User to use the Program on many terminal equipment, basing on the USB dongle.|
|Licence Model||the description of the licence for using the Program or Package of Programs published on the Website determining in particular the licence fee, time for which the licence is granted, number of terminal equipment on which the Program or Program Suite can be installed; the terms and conditions of the Licence Model being in force in the moment of ordering the Program or Program Suite by the User constitute the integral part of the Agreement.|
|Program Suite||the set of at least two Programs determined by Cubic Orb in the Licence Model which may be purchased jointly.|
|User’s Employee||a person employed in the User’s business on the grounds of an employment or civil-law agreement.|
|Program||the computer program to which Cubic Orb owns copyright and which is the subject matter of this licence.|
|Parties||parties to the Agreement, that is the User and Cubic Orb.|
|Website||Cubic Orb’s website at www.cubicorb.com|
|Connected Works||all results of creative work to which Cubic Orb owns copyright and which has been created in connection with the Program but cannot be classified as a computer program within the meaning of the Polish Act of 4 February 1994 on authorship right and related rights, in particular documentation created in connection with the Program, algorithms used in the Program, interface of the Program, icons and graphic elements used in the Program.|
|User||a person who has ordered the Licence Key and is a party to the Agreement (including a company or other organisational unit if the Licence Key is ordered on its behalf); the Parties make a presumption that the person whose data have been filled in in the licence form is the User.|
|Demo Version||the free-of-charge version of the Program available for short-term use in order to get acquainted with the Program’s functionalities.|
2. Basic provisions of the Agreement
- The Agreement is concluded in the moment of receiving the Licence Key by the User.
- The Agreement is published on the Website in a manner that allows the User to easily become acquainted with its wording as well as download it before ordering the Licence Key.
- By ordering the Licence Key the User at the same time states that it has got acquainted with the terms and conditions of the Agreement, the Licence Model chosen by it, the rules of supplying services electronically by Cubic Orb, as well as the rules of promotions in Cubic Orb and accepts each of these instruments in full.
- The Agreement does not require written form to be valid, acceptance of its terms and conditions which takes place when ordering the Licence Key is equivalent to expressing the will to enter into the Agreement.
- Unless the Agreement states otherwise or it is contrary to its purpose the provisions of the Agreement shall also be applicable to the Program Suites.
3. Oświadczenia Stron
- Cubic Orb states that it is entitled to grant licence for using the Program on the terms and conditions set forth in the Agreement and in the moment of its conclusion.
- Cubic Orb states that the Program has been created without any infringement of third parties’ rights, in particular intellectual property rights.
- Cubic Orb states that it has exercised the best efforts to make the Program free from any defects.
- The User states that it is authorized to conclude the Agreement and it has obtained all necessary requirements to its conclusion (if applicable).
- The User states that it intends to use the Program for its business activity.
4. General provisions as regards the licence
- In the moment of sending the Licence Key Cubic Orb grants to the User the non-exclusive, worldwide licence for using the Program on the terms and conditions set out below. The licence authorizes the User to use the Program only in connection with its business activity.
- On the basis of the licence the User is entitled to:
- install the Program on its terminal equipment;
- store the Program in the memory of its terminal equipment (including internal memory to the extent it is necessary to use the Program);
- display the Program on its terminal equipment;
- load and run the Program on its terminal equipment.
- The User is entitled to make one backup copy for the archival and safety purpose (for which shall be considered reinstallation of the Program in case of its loss).
- The User is entitled to permanently or temporarily reproduce the Program only within the scope necessary to exercise its rights set out in paragraphs 2 and 3 of this section.
- The licence authorizes only the single User or single User’s Employee to use the Program.
- The User is entitled to use the Connected Works only in connection with the Program and in the extent it is necessary to use the Program in accordance with the terms and conditions of the Agreement.
5. The provisions with respect to particular Licence Models
- The User having the Node-locked Licence is entitled to use the Program on a single terminal equipment only.
- The User having the USB Dongle Licence is entitled to use the Program on any terminal equipment, nevertheless, apart from the Licence Key, connecting the USB dongle to the terminal equipment is required. The User may use the Program on only one terminal equipment at the same time.
- The User is entitled to use the Program by the time determined in the Licence Model. The time of the licence is started from the moment when the Licence Key is sent to the User.
- The User having the Program Suite is authorized to install each of the Programs on a single terminal equipment chosen by it, nevertheless each of the Programs may be used by the single User or single User’s Employee only.
6. The provisions with respect to the Demo Version
- The agreement on using the Demo Version is entered into in the moment when the Demo Version is installed on the User’s terminal equipment.
- The Agreement is published on the Website (on the subpage of the Program) in a manner that allows the User to easily become acquainted with its wording. By installing the Demo Version, the User confirms that it knows and accepts the terms and conditions of the Agreement in full.
- The User is entitled to use the Demo Version on the grounds and during the time set out in the terms and conditions of the Demo Version which are published on the Website (on the subpage of the Program). The User is hereby given notice that the functionalities of the Program in its Demo Version may (but do not have to) differ from these in other Licence Models.
- The User confirms that it has got acquainted with terms and conditions of the Demo Version as well as the rules of supplying services electronically by Cubic Orb and accepts each of them in full.
- The Agreement does not require written form to be valid, acceptance of the terms and conditions of the licence which takes place in the moment of downloading the Program is equivalent to expressing the will to enter into the Agreement
- The User grants the free-of-charge licence for using the Demo Version on a single terminal equipment for time determined in its terms and conditions. The User shall not be entitled to use the Updates.
- Subject to § 2 and 5 of the Agreement, the terms and conditions of the Agreement are also applicable to the Demo Version.
7. Limitations of using the Program
- The licence is granted for the Program as a whole, its particular elements cannot be divided and used on more than a single terminal equipment.
- The User is entitled to use the Program only within the scope set out in the Agreement. In particular the User is not entitled to:
- reproduce, store and display the Program within the scope broader than resulting from the Agreement;
- the translation, adaptation, arrangement and any other alteration of the Program;
- publish the Program on the Internet;
- any activities connected or leading to removal or circumvention of technical devices applied to protect the Program;
- neither decompile, nor disassemble the Program;
- distribute the Program (including rental or lending of its copies) nor publish the Program.
- The User is neither entitled to grant the sub-licence for using the Program, nor to encumber the licence by any rights of third parties, in particular by tenancy or usufruct.
- The User shall neither be entitled to assign right or receivables from the Agreement (including rights from the licence), nor to transfer rights from the licence for using the Program to a third party and simultaneously undertakes not to do so during the time of the Agreement. If the User exercises any of the activity determined above, the User, immediately after receiving Cubic Orb’s demand, shall pay the contractual penalty in the amount equal to the licence fee which has been paid by the User for the Program. Cubic Orb is entitled to demand the contractual penalty within 90 days after it got to know about the infringement. Cubic Orb is entitled to seek additional damages if the incurred damage exceeds the value of the contractual penalty.
- The limitations set forth in this section shall also apply to the Updated and Connected Works.
8. Responsibility of the Parties
- The User undertakes to use the Program only within the scope set forth in the Agreement and only for its business activity.
- The User undertakes to use the Program in compliance with the law and undertakes not to use (directly or indirectly) the Program for any purposes which may lead to infringement of other parties’ rights (in particular intellectual property rights) or otherwise be unlawful or lead to circumvent the law.
- Cubic Orb is fully responsible for all damages being result of its wilful misconduct.
- Although Cubic Orb exercises the best effort to ensure the highest quality of the Program, the Program is made available on the as is basis. Cubic orb does not grant any guarantee for the Program and its potential responsibility for any legal or physical defects (conformity) including the responsibility from a warranty for defects is in the greatest possible extent excluded.
- To the greatest extent possible Cubic Orb shall not be responsible for any damages incurred in connection with the Program, in particular its functioning, non-functioning or integration with other programs or devices.
- In particular Cubic Orb shall not be responsible for:
- damages caused by incorrect configuration of the User’s terminal equipment (regardless if it is a device or a program) and possible incorrect functioning of the Program due to this fact;
- damages being result of operating the Program incorrectly;
- lost benefits in case of temporal lack of functioning or incorrect functioning of the Program.
- Exclusions and limitations of responsibility set forth above (including lack of guarantee) shall also apply to the Updates or Connected Works.
- The User shall ensure that third persons (including, to the extent permitted by law, administration units) will not seek from Cubic Orb any damages connected directly or indirectly with non-performance or undue performance of the Agreement by the User, in particular in connection with using the Program for illegal purposes. If such person initiates any claim or other procedure against Cubic Orb in connection with the above, the User shall take any steps to supersede Cubic Orb in such dispute and, if it is not possible, to immediate return the costs incurred in connection with the procedure. Regardless of the above, the User is entitled to compensate any damages incurred by Cubic Orb in connection with the third person’s claim.
9. Termination of the Agreement
- Cubic Orb is entitled to terminate the Agreement with an immediate effect if at least one situation set forth below takes place:
- at least one statement of the User is or becomes incorrect;
- the User uses the Program for unlawful purposes (for instance uses the Program to prepare materials having false data);
- the User uses the Program contrary to its rights from the licence;
- the User makes any act or omission prohibited according to the Agreement (in particular determined in § 7 of the Agreement).
- The termination statement shall be made in written or electronic form (by sending the email or information to the User’s email or account on the Website). In case of the termination of the Agreement the User shall immediately (but in any case no longer than the next day after receiving the termination statement) remove the Program from all terminal equipment.
- Declaring the termination statement shall not lead to the obligation of reimbursing the fee paid by the User for receiving the licence to the Program.
- The User shall be informed about each amendment of the Agreement. In case of such amendments it shall be entitled to terminate the Agreement with one month’s notice.
- If the licence is prolonged by the User (including an automatic prolongation, e.g. through recurring payments) the Agreement shall be prolonged automatically and is in force in the wording published on the Website in the moment of its prolongation.
- If the Agreement refers to legal provisions, it refers to the legal provisions being in force at a given moment.
- If any provision of the Agreement (fully or partially) or several provisions is or becomes invalid or ineffective, the remaining provisions still remain valid or effective. The invalid (ineffective) provisions (as well as other provisions of the Agreement) shall be construed as closely as possible to their original business purpose.
- The Agreements including all disputes arising in connection with it, its validity, its invalidity and a construction of its wording) as well as the licence granted on its basis are governed exclusively by the law of Poland
- The Parties agree that all potential disputes in connection with the Agreement shall be resolved by a court of territorial jurisdiction over Cubic Orb’s registry seat. This provision shall be applicable to all claims connected with infringing of the Agreement, also if they constitute a tort, as well as claims on determining or establishing the legal relationship in connection with the Agreement (including determining the existence of the Agreement).