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Software License Agreement was last modified on May 25, 2018.
IMPORTANT: BY INSTALLING, COPYING, DOWNLOADING OR OTHERWISE ACCESSING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE INSTALLING, COPYING, DOWNLOADING OR OTHERWISE ACCESSING THE SOFTWARE ON BEHALF OF YOUR EMPLOYER, YOU REPRESENT THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON YOUR EMPLOYER’S BEHALF, AND ALL REFERENCE TO “YOU” OR “YOUR” IN SUCH CASE REFERENCE YOUR EMPLOYER. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, MIKROELEKTRONIKA IS UNWILLING TO LICENSE THE SOFTWARE TO YOU. IN SUCH EVENT, YOU MAY NOT USE OR COPY THE SOFTWARE, AND YOU SHOULD PROMPTLY DESTROY ALL COPIES OF THE SOFTWARE AND ACCOMPANYING DOCUMENTATION, OR NOTIFY MIKROELEKTRONIKA TO OBTAIN INSTRUCTIONS FOR RETURN OF THE UNUSED SOFTWARE IN ACCORDANCE WITH ITS RETURN POLICIES (IF APPLICABLE). THE SOFTWARE IS OFFERED TO YOU CONDITIONED ON YOUR ACCEPTANCE WITHOUT MODIFICATION OF THE TERMS CONTAINED HEREIN, AND EXPRESSLY LIMITS ACCEPTANCE TO THE TERMS OF THIS AGREEMENT.
This License Agreement (the “Agreement”) is a binding Agreement between you (individual or separate legal entity) (the “Licensee”) and MIKROELEKTRONIKA DOO BEOGRAD (ZEMUN), a corporation organized and existing under the laws of Serbia, registered in the corporate registry of the Agency for Commercial Registries of the Republic of Serbia under the corporate number 20490918, and its registered address at Batajnički drum 23, 11186 Zemun, Belgrade, Serbia (the “Licensor”). The general terms and conditions of the Licensor shall be applicable in all matters that have not been regulated by this Agreement.
1.1 In this Agreement, the following terms shall have the following meaning: Software shall mean all the products and/or services listed in any quotations of the Licensors and designated as the Licensor as “software”. Storage Medium: shall mean any technology (including devices and materials) used to place, keep, and retrieve data. Delivery Date means, as applicable, either: (i) the date the registration key for the Software is delivered to the Licensee electronically, or (ii) when the Licensee is physically delivered a sealed medium containing the Software. Documentation shall mean all on-line help-files or written manuals regarding the use of the Software. Confidential Information shall mean all Software, all Documentation, all information data, drawings, trade secrets, source codes and readable information regarding the Software and all information of intellectual property nature. Use shall mean reading, use, storage etc. of the Software by the Licensee. Commercial use shall mean any use for the purposes of monetary gain by any form of exploitation of Software.
2.1 Upon Licensee's full and irrevocable payment of a License fee and upon accepting this Agreement, Licensor grants to Licensee a non-exclusive, non-transferable, royalty-free, fully paid up right and license to use one copy of the Software and the Documentation on up to two working stations (provided, however, that the use of Software shall at any given time be allowed only on one of the two working stations), as provided in this Agreement to the Licensee. If the licensed copy of the Software is to be used commercially, more than one user may not use the Software at any time on any working station.
2.2 Licensee shall not in any way pass on to any third party information regarding the structure or composition or other Confidential Information of the Software to the extent Licensee legally or illegally obtains any such information, without prior written permission from Licensor.
2.3 Licensor does not grant to Licensee any right to modify, translate or in other way change the Software, or to in any way decompile, disassemble or imitate any part of the Software, without the prior written consent of Licensor or if specifically provided under applicable law. Licensee is not permitted to write or develop derived software based on the Software or Confidential Information submitted to Licensee as a result of this Agreement. Licensor does not grant Licensee the right to sell, lease, rent, license, pledge or in any other way transfer the granted rights to distribute and use the Software, unless otherwise agreed in writing between the parties hereto.
2.4 Licensee may only copy, duplicate etc. the Software as may be necessary for installation, testing, operation, use and development and for compliance with reasonable IT security procedures.
3.1 Licensee acknowledges that (a) the Software and Documentation is proprietary to and constitutes trade secret information of Licensor; (b) Licensor is the owner of the Software and all intellectual property rights vested in the Software, including, but not limited to, copyright, trademark right and design right therein, (c) title and ownership rights to the Software shall remain with the Licensor.
3.2 Licensor represents and warrants to the best of its knowledge that it owns or has the necessary rights, including rights to the relevant intellectual property rights, to perform its obligations under this Agreement. No notice has been given to Licensee alleging that the manufacture and sale of the products involves infringement of any intellectual property rights of third parties.
3.3 Licensee represents and warrants that Licensee will not decompile, or imitate the Software in full or in part.
3.4 The Licensee shall not in any way use, directly or indirectly, the name, logo or other marks of the Licensor, except in agreement with the Licensor.
4.1 The Software provided in this Agreement will be delivered on a Storage Media or as a service or via the Internet where the Licensee can download the Software, and shall be considered delivered on the Delivery Date.
4.2 It shall be considered that the Licensee has accepted the Software, and the Licensee shall not be entitled to return the Software in the following events: (a) the Licensee is delivered the Software via Storage Media protected by a seal or other means of protection (all such means: the “seal”) which seal ensures the utilization of such Software is impossible without the removal, alteration or damaging of such seal, and the Licensee removes, alters or damages such seal, and/or (b) the Licensee is delivered the Software by means of downloading from the Licensor’s online selling facilities (for avoidance of doubt, this shall mean any delivery except delivery stipulated in this clause 4.2. (b)), and the Licensee enters the registration code provided by the Licensor, which registration code is a requirement for the utilization of such Software. The Licensee to which the Software has been delivered in accordance with points (a) and/or (b) of this clause, hereby irrevocably represents that is fully aware that (i) such removal, alteration or damaging of the seal and/or (ii) entering of the registration code provided by the Licensor, shall mean acceptance of the Software and prevents it from using its right to return the Software to the Licensor.
4.3 Licensee is obligated, if necessary, to train employees of Licensee itself.
5.1 Unless otherwise agreed in writing by the parties hereto, the Licensor shall not be obligated to provide Licensee with any updates or upgrades of the Software, however shall be entitled to inform the Licensee of any updates or upgrades of the Software. For the purpose of this Agreement, any update or upgrade to the Software delivered to the Licensee shall be included into the definition of “Software” given herein.
6.1 Unless otherwise agreed in writing by the parties hereto, the Licensor shall not be obligated to provide Licensee with any support. Should Licensee request support, such support will, if accepted by Licensor, be provided at Licensor's standard rates and according to Licensor's general terms and conditions.
7.1 Licensee assumes responsibility for the correct and proper use and management of the Software. Licensee may not use the Software in any way, which could be contrary to the laws of any jurisdiction in the countries where Licensee wishes to use the Software.
8.1 Licensor provides the Software to Licensee on an “as is” basis. The entire risk as to the results and the performance of the Software is assumed by Licensee and in no event shall Licensor be liable for any direct, indirect, consequential or incidental loss or damages whatsoever caused by or directly or indirectly arising out of this Agreement or the use of or inability to use the Software.
8.2 The Licensee agrees that Licensor's liability for damages, if any, shall not exceed the charges paid to Licensor by Licensee under this Agreement. Any liability towards Licensor shall in any event be limited to the amount Licensor has received from Licensee.
8.3 The Software (and any outputs stemming therefrom, including, but not limited, any files generated by the Software) is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software (and any outputs stemming therefrom, including, but not limited, any files generated by the Software) could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). The Licensor specifically disclaims any express or implied warranty of fitness for High Risk Activities.
9.1 Without the express written consent from Licensor, Licensee may not assign this Agreement, unless assignment takes place as a part of a business transfer where all material assets of Licensee are transferred to a third party.
9.2 Nothing contained herein or done in pursuance of this Agreement shall constitute the parties as entering into a joint venture or partnership, or shall constitute either party as the agent for the other party for any purpose or in any sense whatsoever.
9.3 This Agreement governs the entire collaboration between the parties regarding the subject matter.
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