End User License Agreement
IMPORTANT: READ CAREFULLY: This WebSigner End User License Agreement ("Agreement") is a legal agreement between You and ASD Software, s.r.o. for the materials accompanying this Agreement, which may include computer software, printed materials, and "on line" or electronic documentation and resource files, project and solution files for ASD Software Products.
BY INSTALLING, DOWNLOADING, COPYING OR OTHERWISE USING THE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, DOWNLOAD, COPY OR USE THE PRODUCT.
The Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. ASD Software or its suppliers own the title, copyright and other intellectual property rights in the Product. The Product is licensed, not sold.
1. DEFINITIONS.
1.1. "ASD Software" or "Company" means ASD Software, s.r.o.
1.2. "Confidential Information" is any information marked as confidential. Confidential Information does not include information:(a) which is publicly known; (b) which is disclosed to the other party without restriction by a third party and without any breach of confidentiality by the third party; or (c) which is developed independently by the other party without reliance on any of the discloser's Confidential Information.
1.3. "Derived Works" means works based upon or using the Product.
1.4. "Developer" means one of Your employees or third-party consultants authorized to develop Derived Works specifically for You using the Product in accordance with this Agreement.
1.5. "Evaluation Version" means use of the Product without a License File. An Evaluation Version is a fully functional version of the Product limited only by time or by installation into One (1) Physical Location (localhost).
1.6. "License File" means an electronic file which enables the Product to operate without evaluation restrictions. The License File is generated by ASD Software when the Product is purchased, and is provided to You. The License File contains information about You, the Product, and the license grant.
1.7. "Maintenance Subscription" means paid access to Product Updates and fixes.
1.8. "Physical Location" means any distinct physical address. For example, each store and/or office within a company with a unique address is classed as a separate physical location.
1.9. "Product" means the Software licensed under this Agreement.
1.10. "Software" means computer software, associated media, printed materials, and "on line" or electronic documentation provided under this Agreement.
1.11. "Temporary License File" means an electronic file which enables the Product to operate without evaluation restrictions for a limited period of time. The Temporary License File is generated by ASD Software, and is provided to You. The Temporary License File contains information about You, the Product, and the evaluation period.
1.12. "Updates" means technical support, new version, new release, and/or supplements to the Product and/or related information.
1.13. "You" or "Your" means the purchaser, either an individual or a single entity.
2. GRANT OF LICENSE. ASD Software grants You the rights described in this Agreement provided that You comply with all the terms and conditions of this Agreement:
2.1. General License Grant. Except for termination for cause, ASD Software hereby grants to You a nonexclusive, nontransferable, perpetual license to use any versions of the Product that were purchased or were accessible during the term of Maintenance. ASD Software grants use of the Product according to the license below . Such use shall be in accordance with the provisions of this Agreement, which provisions shall survive any termination of this Agreement. The means by which You shall have access to the Product shall be in a manner and form substantially equivalent to the means by which access is provided under this Agreement.
2.2. LICENSE DESCRIPTIONS. license permits an unlimited number of Developers to create an unlimited number of Derived Works using the Product which can be used at an unlimited number of Physical Locations (distinct address or office building) within of Your organization. This license is not royalty free. This license type allows distribution of Derived Works to third parties, public facing web sites/applications, extranets, multi-site intranets or app stores.
2.3. Evaluation Versions and Temporary Licenses. When using an Evaluation Version or a Temporary License, You MAY NOT use the Product to produce any Derived Works with the exception of Works produced exclusively for the purpose of Product evaluation. If You use the Product in any other Derived Works, You must purchase the applicable license or You may be sued for collection and punitive damages. If You do not agree to these terms, then do not evaluate the Product and remove it from Your computer immediately. Temporary licenses are limited to thirty (30) day licenses per customer.
2.4. Documentation. You may make any number of copies of the electronic and other documentation provided with the Product or downloaded from the ASD Software website, provided that all copies must be used only for internal purposes and may not be republished or distributed externally.
2.5. Disassembly. You may not reverse engineer, decompile, disassemble or in any other way try to gain access to information regarding the construction of the Product(s).
2.6. Transfer. You may not rent, lease, lend, sub-license, sell, assign, transfer or pledge the Product in a standalone fashion or this Agreement, on a temporary or permanent basis, unless you first receive written permission from ASD Software.
2.7. Reservation of Rights. ASD Software reserves all rights not expressly granted herein.
3. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
3.1. Redistribution Restrictions for all Products
3.1.1. ASD Software will not provide support for Derived Works, ASD Software will only provide support for the Product.
3.1.2. Derived Works may not use any of the brands of the Company in their naming nor may any of the brands of the Company appear in their name, without prior written permission from ASD Software.
3.1.3. The name " ASD Software " must not be used to endorse or promote products derived from the Product without prior written permission. For written permission, please contact obchod@asd-software.cz.
3.2. Term. The term of this Agreement shall continue perpetually from the date of purchase unless terminated according to Section 3.4.
3.3. Termination. Without prejudice to any other rights, either party may terminate this Agreement if the opposite party fails to comply with the terms and conditions of this Agreement. In such event, You must destroy all copies of the Product, including but not limited to backups and all component parts and Derived Works.
3.4. Survival. Unless by its nature a provision cannot survive this Agreement, the provisions of this Agreement shall survive the expiration or any termination of this Agreement.
3.5. Consent to Use of Data. You agree that ASD Software may collect and use technical information, excluding any Confidential Information, gathered as part of the Product support services provided to You. ASD Software may use this information solely to improve Our Products or to provide customized services or technologies to You. No information is collected by the Product; technical information must be provided to ASD Software by You through the support process.
4. CONSIDERATION.
4.1. Consideration for Product. For the rights and license granted in this Agreement, You will pay ASD Software the mutually agreed upon amount to appear on a valid invoice.
4.2 Taxes. The license fees and any other amounts payable pursuant to the terms and conditions herein are exclusive of any taxes or duties, now in force or enacted in the future, in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by ASD Software, You must pay to ASD Software the amount of such taxes or duties in addition to any fees owed under this Agreement.
5. MAINTENANCE, UPDATES AND DISCONTINUATION.
5.1. Maintenance for Products. Initial purchase of an Product do not includes Maintenance Subscription. You may purchase Your Maintenance Subscription. A Maintenance Subscription entitles the purchaser to Updates of the Product and access to Product fixes for an agreed period of time.
5.2. Updates. ASD Software may, in its sole discretion, provide technical support and/or Updates to You hereunder.
5.3. Technical Support. Technical Support is provided with the following conditions:
5.3.1. Technical support is provided only through ASD Software Support e-mail. You agree not to attempt to bypass the Support e-mail via phone or other means.
5.3.2. ASD Software does not guarantee that any fix will be provided in any given time period. Any estimates provided are estimates only and are not binding or enforceable.
5.3.3. Updates and fix notifications are posted in the ASD Software Support website; they are not provided directly to You. You agree to check the relevant Support website for Updates and fixes.
5.3.4. ASD Software will provide support for the Product throughout the support subscription period.
5.3.5. ASD Software shall use reasonable efforts to solve problems identified by You; however, ASD Software does not warrant that it will solve any particular problem in a given timescale, or at all.
5.6. Discontinuation of Product. ASD Software reserves the right to discontinue the Product at any time, whether it is offered individually or as a part of a Product suite.
5.6.1. If ASD Software discontinues the Product, they will announce Product discontinuation through the ASD Software Support website. It is Your responsibility to check the ASD Software Support website contents for notice of Product discontinuation. Notice will be given at least fifteen (15) days prior to the discontinuation of the Product.
5.7. Close of Business. If for any reason, including insolvency or dissolution, ASD Software is unable to remain in business under the ASD Software name or another name they will provide the following remedy to each license owner:
5.7.1. ASD Software will make a reasonable effort to notify You at least thirty (30) days prior to close of business.
5.7.2. You will be provided with the option of purchasing source code for the Product for which You own current Maintenance Subscription at a cost of no more than the cost of a single Site OEM license at that time. Some proprietary portions of the source code may be provided in compiled form only.
6. DELIVERY. The Product and any associated materials are provided in electronic format only. You are responsible for downloading the Product from the ASD Software website: websigner.asd-software.cz. Upon purchase, ASD Software shall deliver to You a License File which will enable the Product to function in the purchased license capacity. If You are distributing software that includes ASD Software Software then it is Your responsibility to protect Your License File to ensure no unauthorized access or unintended distribution is possible.
7. INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property rights in and to the Product (including but not limited to any images, photographs, animations, video, audio, music, text and "applets" incorporated into the Product and any copies of the Product that You are expressly permitted to make herein) are owned by ASD Software. All rights not expressly granted are reserved by ASD Software.
8. NONDISCLOSURE. Both Parties recognize that the other Party may obtain proprietary and/or Confidential Information in the course of their business. Each Party agrees to protect each other's Confidential Information as follows:
8.1. Time and Method. Both during the term of this Agreement and for a period of five (5) years after termination or expiration of this Agreement to hold each other's Confidential Information in confidence and to protect the disclosed Confidential Information by using the same degree of care to prevent the unauthorized use, dissemination or publication of the Confidential Information as they use to protect their own confidential information of a like nature.
8.2. Permitted Disclosure to Employees. Each Party agrees that it will only disclose Confidential Information to its responsible employees, contractors, professional advisors and similarly situated individuals who have a bona fide need to know and who are bound by agreement or by law to keep such information confidential.
8.3. Other Permitted Disclosures. Each Party may disclose Confidential Information (i) as authorized by the other Party in writing or (ii) to the extent required by applicable law, court, or government agency, provided that the Party required to disclose Confidential Information promptly notifies the other Party and cooperates with any efforts by the other Party, at the other Party's expense, to limit such disclosure by means of seeking a protective order or requesting confidential treatment. Other than those expressly allowed under this Section 8 of the Agreement, no other disclosures of Confidential Information are permitted.
9. LINKS TO THIRD PARTY SITES. You may be linked to third party sites through the use of the Product documentation. The third party sites are not under the control of ASD Software, and ASD Software is not responsible for the contents of any third party sites, any links contained in third party sites, or any changes or updates to third party sites. ASD Software is not responsible for webcasting or any other form of transmission received from any third party sites. ASD Software provides the links to third party sites to You only as a convenience, and the inclusion of any link does not imply an endorsement by ASD Software of the third party site.
10. LIMITED WARRANTY AND DISCLAIMER.
10.1. Except with respect to an Evaluation Version of the Product, ASD Software warrants that, for a period of thirty (30) days from the date of purchase (as evidenced by a copy of Your receipt) when used with a recommended hardware configuration, the Product will perform in substantial conformance with the documentation supplied with the Product. This warranty applies only on initial Product purchases and does not apply to Maintenance Subscription renewals or Updates.
10.2. ASD SOFTWARE PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR EVALUATION VERSIONS OF THE PRODUCT. THE EVALUATION VERSION OF THE PRODUCT IS PROVIDED "AS IS".
10.3. ASD SOFTWARE DISCLAIM ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ASD SOFTWARE DOES NOT WARRANT THAT THE PRODUCT IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION..
10.4. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE PRODUCT, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY.
10.5. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ASD SOFTWARE OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.
11. EXCLUSIVE REMEDY. Your exclusive remedy for breach of warranty is to return the Product to the place You acquired it, with a copy of Your receipt and a description of the problem. If You report a breach of warranty to ASD Software no more than thirty (30) days from the date of purchase, then ASD Software will use reasonable commercial efforts to supply You with a replacement copy of the Product that substantially conforms to the documentation. ASD Software shall have no responsibility if the failure arises out of use of the Product with other than a recommended hardware configuration. THIS REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCT.
12. LIMITATION OF LIABILITY. Except with regard to: (i) breach of confidentiality obligations; and (ii) any costs associated with the defense chosen by ASD Software pursuant to Section 13 "Indemnification," and (iii) settlement, to the infringed upon party, of an intellectual property right claim or moral right claim, liability shall be limited as follows:
12.1. NEITHER ASPOSE NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE PRODUCT AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ASPOSE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
12.2. ASD SOFTWARE'S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES, FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE PRODUCT THAT CAUSED SUCH DAMAGE.
12.3. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS AGREEMENT.
12.4. Force Majeure. ASD Software is not liable hereunder by reasons of failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, war, acts of terrorism, fires, flood, storm, explosions, earthquakes, acts of God, government action, labor conditions, or any other cause which is beyond its control.
13. INDEMNITY. You agree to hold ASD Software harmless against, and at Your expense handle and defend, any claim and defend any third party suit brought against You based upon an allegation that any software developed by You and included in Derived Works produced using the Product constitutes an infringement of any international patent, or any copyright or other proprietary or intellectual property right. You shall pay all damages and costs awarded in such suit.
14. NO WAIVER. No action taken by either party pursuant to this Agreement, and no waiver by either party, whether express or implied, of any provision or right in this Agreement or any breach thereof, and no failure of either party to exercise or enforce any of its rights under this Agreement, will constitute a continuing waiver with respect to such provision or right or as a breach or waiver or any other provision or right, whether or not similar.
15. SEVERABILITY. If any covenant or provision of the Agreement is determined to be void or unenforceable in whole or part, then such void or unenforceable covenant or provision shall be deleted from this Agreement and shall not effect or impair the enforceability or validity of any other covenant or provision of this Agreement or any part thereof.
16. GOVERNING LAW. This Agreement is made in the Czech Republic and shall be governed and interpreted according to the laws of Czech Republic. Any lawsuit filed regarding this Agreement shall be filed in Czech Republic. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
17. CAPTIONS. All indexes, titles, subject headings, section titles, and similar items are provided for the purpose of reference and convenience and are not intended to be inclusive, definitive, or to affect the meaning or scope of this Agreement.
18. UPDATES. ASD Software may make updates and changes to this license Agreement from time to time. Such changes will be posted on our website at websigner.asd-software.cz as well as distributed with the Product. You are bound by the terms of the Agreement as it is posted or distributed at the most recent time you install the Product or Updates. If You do not wish to be bound by the terms of this license Agreement You should not install any Updates or additional Product(s).
19. PUBLICITY. You grant ASD Software the right to use Your name and logo in press releases, brochures, case studies, marketing materials, the ASD Software website and similar materials indicating that You are a customer of ASD Software.
20. ENTIRE AGREEMENT. This Agreement is the entire agreement between You and ASD Software relating to the license of the Product and the support services (if any) You purchase hereunder and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product or any other subject matter covered by this Agreement. This Agreement includes and encompasses materials referenced herein from the websigner.asd-software.cz website. To the extent the terms of any ASD Software policies or programs for support services conflict with the terms of this Agreement, the terms of this Agreement shall control.
Important: Do not make changes to this agreement.