EULA
Notification before entering into an EULA agreement:
- This End User License Agreement (hereinafter the ‘‘EULA Agreement’’) governs the terms of use of the software product Logmanager as defined in more detail in Part 1 of the EULA Agreement (hereinafter the ‘‘Product’’). The company Logmanager a.s. is a licensor of the Product.
- The Product is not intended for consumers.
- Only the Authorized Product License Key Holder may become a licensee on the basis of consent with the EULA Agreement (see Part 1 of EULA). You may not use the Product without agreeing to the EULA Agreement.
- THE PRODUCT IS LICENSED, NOT SOLD. BY OPENING, DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE AND ANY OTHER MATERIALS CONTAINED IN THE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA AGREEMENT.
- THE EULA AGREEMENT CONTAINS THE FOLLOWING PROVISION, WHICH AFFECTS YOUR RIGHTS REGARDING ANY ‘‘DISPUTE’’ (AS DEFINED BELOW) IN ARTICLE 2.22 (GOVERNING LAW) BELOW) BETWEEN YOU AND THE COMPANY, AND REQUIRES THAT YOU AND THE COMPANY RESOLVE DISPUTES EXCLUSIVELY IN THE COURT OF COMPETENT JURISDICTION OF THE LICENSOR’S REGISTERED OFFICE, AND BY USING THE PRODUCT YOU CONSENT TO THE JURISDICTION OF THAT COURT.
- PLEASE, READ THIS AGREEMENT CAREFULLY. IF YOU DO NOT AGREE TO ALL OF ITS TERMS OR DO NOT HAVE THE AUTHORITY TO BIND THE AUTHORIZED LICENSE KEY HOLDER, OR IF YOU INTEND TO ENTER INTO THIS AGREEMENT AS A CONSUMER, YOU ARE NOT AUTHORIZED TO OPEN, DOWNLOAD, INSTALL, COPY OR USE THE PRODUCT; IN THIS CASE, DESTROY OR RETURN ALL COPIES OF THE PRODUCT.
- IN ORDER TO CONSENT TO THE EULA AGREEMENT, PLEASE REVIEW THE ENTIRE CONTENTS OF THE EULA AGREEMENT AND THEN PROCEED TO INSTALL AND USE THE PRODUCT.
Contents of the EULA Agreement.
End User License Agreement (hereinafter the ‘‘EULA Agreement’’)
Preamble
I. By this EULA Agreement and subject to the terms and conditions set forth hereunder, the Licensor, as defined in Part 1, grants the Licensee, as defined in Part 1, license according to Article 2.8.1 for use of the Product as defined in Part 1, and the Licensee accepts this license and agrees to be bound by the terms and conditions set forth in this EULA Agreement when using the Product. The Product is not intended for consumers.
II. The EULA Agreement may be updated and the current version posted at https://logmanager.com/cs/eula/ (hereinafter the ‘‘website’’). If you as a Licensee continue to use the Product after the revised EULA Agreement is posted, you agree to the updated terms hereof.
III. Access to and use of the Product is governed by the EULA Agreement, the Licensor’s Terms of Service (https://doc.logmanager.com/latest/introduction/customer-support/) and the terms of the Confirmation, as defined in Part 1, which are hereby incorporated into this EULA Agreement by reference. By using the Product, you further acknowledge that you have become familiar with the Licensor’s Privacy Policy (https://logmanager.com/privacy-notice/).
IV. The EULA Agreement, including the terms and conditions set forth above, constitute an entire agreement between you and the Licensor regarding your use of the Product and related services and products and supersedes all prior agreements between you and the Licensor, be they written or oral. In the event of a discrepancy between the EULA Agreement and the Licensor’s Terms of Service, the EULA Agreement shall take precedence.
1. Introduction/definitions (in alphabetical order)
1.1. Affiliate is any legal entity that directly or indirectly controls, is controlled by, or is under joint control with you or us. For the purposes of this definition, ‘‘control’’ means a direct or indirect ownership of more than fifty percent (50%) of shares/ participation interest with voting rights or other equity interests in a legal entity.
1.2. Applicable laws and regulations are national, federal, state and local laws, rules and regulations, including privacy and security laws and regulations in the applicable jurisdiction.
1.3. Authorized License Key Holder is a person who has paid for and received a Product’s License Key pursuant to the Confirmation and intends to install the Product and become a Licensee. Under no circumstances can a consumer become an authorized holder of a License Key.
1.4. Authorized User is your employee or consultant or third party representative whom you authorize to use the Product on your behalf in accordance with Article 2.3 (Third-party use).
1.5. Confirmation is a written or electronic document by which we accept your Order (cf. Article 2.9 of the EULA Agreement). The confirmation contains more details about the ordered Model, including further specifications and limitations, if any, and the agreed License Type for this Model (see Article 2.8.3), the applicable fees, their due dates and any other relevant details. You will also receive an invoice in connection with the Confirmation to cover the relevant fees. Upon payment of the invoice, you will receive a License Key.
1.6. Documentation means any technical instructions or materials describing the operation of the Software that we have made available to you (electronically or otherwise) for use with the Product at: https://doc.logmanager.com/latest/. Documentation does not include any user blogs, reviews or forums.
1.7. Instance is an installation of the Product virtually or physically on hardware.
1.8. Intellectual property rights are all present and future (a) rights associated with works of authorship, including copyright proprietary rights, authorship attribution rights, and copyright personality rights; (b) trademark or service mark rights; (c) trade secret rights; and (d) patents, patent rights, and industrial property rights; (e) design rights, industrial design rights and other property rights of any kind and nature not listed above; and (f) registration, application, renewal, extension or reissue of any of the rights in (a) to (e), in any jurisdiction worldwide.
1.9. License Key means the technical means that govern the scope of the License Type for the Licensee and secure the Licensor’s rights. The Product may only be used with a valid License Key that corresponds to the Model agreed with the Licensee. The License Key allows the use of the Software within the scope of the ordered Model and in accordance with the granted License Type.
1.10. License Type is a specific license option that may be granted to you under this EULA Agreement. There are three types of licenses. Trial, Perpetual and Subscription. For more details on the license types, see Article 2.8.3.
1.11. Licensee/you/your/yours is a legal entity or natural person who is an Authorized License Key Holder and has received a license to the extent agreed as a result of its consent to the EULA Agreement.
1.12. Licensor/we/us/ours is the company Logmanager a. s., business ID No. (IČO): 046 67 115, established under Czech law, registered under file no. B 21247 with the Municipal Court in Prague, registered office at Zubatého 295/5, Smíchov, 150 00 Prague 5.
1.13. Location is each physical location of the Licensee that has been assigned its own address, i.e., city, street and street number.
1.14. Model is a specific combination of a Product variant and category, or optional software add-on to the Product, to which an applicable License Type is granted under this Agreement.
1.15. Order is your unilateral legal act by which you bindingly express your willingness to acquire a license to use a particular Model(s) of our Product, change the existing License Type, change the Model, etc. In the Order, you must provide your identification data (name, registered office and identification number of the company for which you are acting, name and surname of a natural person acting), your contact telephone number and e-mail address, your request (Model, License Type). We are entitled to request other information from you if we deem it necessary to verify your identity and your authorization to place an
Order. The Order can even be placed electronically. You cannot place an order as a consumer. You are entitled to cancel or amend your Order if such cancellation or amendment reaches us before we have sent you a Confirmation.
1.16. Our technology is any Software, code, tools, libraries, scripts, application programming interfaces, templates, algorithms, data science rules (including any source code for data science rules and any modifications to such source code), data science workflows, user interfaces, links, proprietary methods and systems, know-how, trade secrets, techniques, designs, inventions, and other tangible or intangible technical property, information, and works of authorship underlying or otherwise used to make the Product available, including, without limitation, all Intellectual property rights contained in and accompanying the Product.
1.17. Permitted third party is defined in Article 2.3 (Third-party use).
1.18. Product is Software together with the Documentation and any Updates and add-ons to the Software necessary for the Instance. The Product is used to manage logs, is enriched with SIEM functionality and simplifies cyber threat response, IT operational troubleshooting and compliance. The Product alone cannot guarantee effective protection against security threats, only a complex of measures recommended by cyber security experts can create such protection. The Product comes in several categories according to the required performance of the Software. Each category is available in a Server-based or Virtual version. The Product is not intended for consumers. Optional software add-ons may be available for the Product based on the Provider’s current offer. The functions of the Product and its add-ons are described in detail in the Documentation.
1.19. Server-Based Product is a Product that we provide to you on the tangible medium (server) that you purchased with the Product.
1.20. Software is all software created by the Licensor under its Logmanager business name and licensed under this EULA Agreement, in particular the Logmanager information system for the collection, processing, long-term storage, analysis and detection of security events over logs from equipment and systems of IT infrastructure, IT security, applications or databases, including its extensions, as well as additional software, such as https://doc.logmanager.com/latest/logmanager-forwarder/logmanager-forwarder/ or https://doc.logmanager.com/latest/logmanager-beats-agent/.
1.21. Support is a customer support under Article 2.12.
1.22. Update means any update, enhancement, bug fix, modification or new version of the Product that we make available to you.
1.23. Upgrade is any new version of the Product that is fully functional and different from the Software currently licensed through this EULA Agreement, and any purchase of additional license rights.
1.24. Virtual Product is intangible Product provided for download, installation and use on computing resources that you directly or indirectly control.
2. General license terms and conditions.
2.1. General and special license terms and conditions. The Product is licensed, not sold, to you under the terms and conditions set forth in this EULA Agreement and the Confirmation. The specific license terms and conditions for Virtual Product are in Article 3.1. The specific license terms and conditions for Server-Based Product are set forth in Article 3.2.
2.2.Authorized User(s) Anything your Authorized Users do or fail to do will be deemed to be your act or omission, and you hereby accept full responsibility for any such act or omission to the extent that you would have been responsible if it had been your act or omission.
2.3. Third-party use. You are authorized to allow your agents, contractors and outsourcing service providers (hereinafter the ‘‘Permitted third party’’) to use the Product(s) licensed to you under this EULA Agreement solely for your purposes in accordance with the terms of this EULA Agreement, and you are responsible for any such Permitted third party’s compliance with this EULA Agreement in such use. Any breach of the terms of this EULA Agreement by any Permitted third party will be deemed a breach by you.
2.4. Limitations. Except as otherwise expressly provided in this EULA Agreement, you will not (and will not permit any of your Affiliates or any third party, including Authorized Users and Permitted Third Parties, to):
2.4.1. copy, modify, adapt, translate or otherwise create derivative works from the Product, Documentation or any Software, services or technology of other vendors or hosting providers that we or our Affiliates engage;
2.4.2. Disassemble, decompile or ‘‘unlock’’, decode or otherwise reverse engineer, propose, or attempt to reconstruct or interfere in any way with the source code, including its detection, or the underlying structure, ideas or algorithms of the Product, except as expressly permitted by Applicable laws and regulations binding in your place of jurisdiction;
2.4.3. rent, lease, sell, distribute, pledge, assign, sub-license, or otherwise transfer or encumber rights to the Product;
2.4.4. make the Product available on a timesharing or service center basis or otherwise allow a non-Permitted Third Party to use or access the Product;
2.4.5. remove or modify any proprietary rights notices, legends or labels in the Software or Documentation;
2.4.6. use or access the Product in a manner that: (i) violates applicable laws and regulations; (ii) violates the rights of any third party; (iii) is intended to subject us or our Affiliates to any additional obligations; (iv) could be fraudulent; or (v) is not permitted under this EULA Agreement;
2.4.7. use the Product to develop, test, support or sell products that compete with and/or provide similar functionality to the Product; or
2.4.8. allow your Affiliates to access or use the Product unless expressly permitted elsewhere in this EULA Agreement or in the Confirmation.
2.5. Trial License limitation.
2.5.1. If you possess a Trial License to the Product (cf. Article 2.8), you may use the Product only for testing purposes, i.e. to test and evaluate the Product, for the period of time set out below, whichever is the earliest:
a. until the end of the testing period specified in the Confirmation, or if not specified in the Confirmation, for 14 days; or
b. until the date of validity of the paid license for the Product commences; or
c. until termination in accordance with the terms of this EULA Agreement.
2.5.2. You may not extend the Trial Period by uninstalling or reinstalling the Product(s) or in any other manner except with our written consent.
2.5.3. You are not authorized to circumvent any technical limitations contained in the Product you are using under the Trial License.
2.5.4. By using the Product with a Trial License, you agree to this EULA Agreement. You may not use the Trial License Product without agreeing to this EULA Agreement and must uninstall or return it immediately.
2.5.5. Application of Article 2.14.2, Article 2.14.3 and Article 2.15.1 shall be excluded for the Trial License Product, i.e. you are not entitled to customer support or any warranties from us. Therefore, we do not recommend using a product with a Trial License in a production environment.
2.6. Notifications concerning third parties.
2.6.1. The Server-based Product may contain or be used with certain third-party hardware components, which are subject to additional restrictions. These components are identified in specific license terms that are set forth in the license agreement or in third-party notices that are delivered with a third-party component or are otherwise listed on the website on which the third-party component is listed (hereinafter the ‘‘Special Notice’’). The Special Notices contain important information about licenses, warranties and disclaimers. Unless otherwise expressly stated for a particular third-party component, all such third-party components may only be used in connection with your use of the Product in accordance with and subject to the terms of this EULA Agreement and the Special Notices. In the event of a discrepancy between the Special Notices and other portions of this EULA Agreement, the Special Notices shall control (but only with respect to the third-party components to which the Special Notice applies).
2.6.2. Software includes components provided by third parties (hereinafter the ‘‘Third-Party Licensors’’) and may also include open-source software (‘‘OSS’’) as components. Licenses from Third Party Licensors may have enforceable rights in the components included in the Software and may be able to enforce those rights against the Licensee. The Licensor’s warranty and indemnification obligations do not apply to third-party components to the extent that (i) the third-party licenses provided by the Licensor require such Software to be distributed without warranty and/or (ii) the components are OSS. All currently used Third-Party Licensors and OSS providers are listed at https://doc.logmanager.com/latest/introduction/used-open-source-software/.
2.6.3. This EULA Agreement and the provision of the Product through any third party (hereinafter the ‘‘Intermediary’’) is subject to additional terms and conditions set forth by the Intermediary and all such applicable terms and conditions are incorporated herein by this reference. The Licensor is not responsible for any credit card or bank-related fees or other fees or charges associated with your purchase of the Product through an Intermediary. All such transactions are administered by the Intermediary, not the Licensor. The Licensor expressly disclaims all liability for any such transactions and you agree to resolve any disputes regarding such transactions directly with the Intermediary.
2.6.4. This EULA Agreement is solely between you and the Licensor and not with any Intermediary. However, the Intermediary is the beneficiary of this EULA Agreement and may enforce this EULA Agreement against you.
2.7. Precedence
2.7.1. Order of precedence between EULA Agreement and Confirmation. If there is any discrepancy between the terms of the Confirmation and the terms of this EULA Agreement, or if the Confirmation changes any of the terms of this EULA Agreement, the terms of the Confirmation shall apply.
2.7.2. Order of precedence under the EULA Agreement. If there is any discrepancy between the terms of this EULA Agreement or if any section modifies the terms of any other section within this EULA Agreement, the order of precedence shall be as follows: first, Part 3.2 (Terms and Conditions for Server-Based Products) or Part 3.1 (Terms and Conditions for Virtual Products) as applicable; and secondly Part 2 (General License Terms and Conditions).
2.8. License Types.
2.8.1. Licenses. The Licensor hereby grants to you a non-exclusive, non-transferable, limited and revocable right and license to use the Product for your internal purposes, unless otherwise expressly stated in the Confirmation. The license is a non-transferable license to use the Software only on the applicable device that you own or control. You are entitled to use the Product on the number of computing devices specified in the Confirmation. If you use the Product on a virtual machine or in an environment where multiple users share computing resources, each instance of the Product currently in use is considered one computing device. Your licensing rights are subject to your compliance with this EULA Agreement. The term of validity of your license under this EULA Agreement begins on the date of delivery of the License Key and ends depending on the License Type. Your License Type is set forth in the Confirmation. License types are defined below in Article 2.8.3.
2.8.2. The Licensor retains all rights, title and interest in and to the Product, including all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer code and moral rights. The Product is protected worldwide by copyright and trademark laws and Applicable laws and regulations and treaties. The Software and/or Documentation may not be copied, reproduced, modified, altered or distributed in any manner or medium, in whole or in part, without the prior written consent of the Licensor. Any person who copies, reproduces, or distributes all or any part of the Software and/or Documentation in any manner or on any medium is in violation of copyrights and may be subject to civil and criminal penalties in the Czech Republic or in their country. The Software/Documentation contains certain licensed materials and the licensors of such licensed materials may also protect their rights in the event of any breach of this EULA Agreement. All rights not expressly granted in this EULA Agreement are reserved by the Licensor and its licensors, as applicable.
2.8.3. License type overview. We grant three types of licenses for the Product: Trial, Perpetual and Subscription. For Perpetual and Subscription licenses, customer support is available under the terms set out in Article 2.12 of this EULA Agreement. We reserve the right to make certain geographic restrictions, i.e. to limit the License Types offered in certain countries, or not to offer licenses at all.
a. Trial license. This license to use the Product is for the purpose of testing the Product. The Trial License is subject to the limitations set out in Article 2.5 above.
b. Perpetual License. This license is a one-time license unlimited in time. It may only be terminated under the terms of this EULA Agreement. The Perpetual License price does not include Support under Article 2.12. The Perpetual License can be purchased for both Server-based Products and Virtual Products.
c. Subscription License. This license is valid until the end of the subscription period specified in the Confirmation, unless terminated earlier in accordance with the terms of this EULA Agreement. The Subscription License price includes Support pursuant to Article 2.12. You may not downgrade to a lower version of the Product during the subscription period, as subscription fees are non-refundable. Subscription Licenses can only be purchased for Virtual Products.
2.9. Procedure for acquiring, upgrading and renewing a license or Support. Updates.
2.9.1. Your Order. You may order a license and/or activation of Perpetual License Support either directly from us or from our Intermediary. In the Order you must provide information according to Part 1 of EULA Agreement, and for Support activation, the requested duration of Support (maximum 5 years). We will accept your Order with a Confirmation and invoice you for the amount stated on the Confirmation. Upon payment of the license invoice, we will make the License Key and instructions for downloading and installing the ordered Model available to you at the contact details set out in the Confirmation and you will become the Authorized License Key Holder; we will activate Support on the date set out in the Confirmation. By installing the Module and/or accepting this EULA Agreement, you will become the Licensee of the Module with all rights and obligations under this EULA Agreement and to the extent of the License Type in the Confirmation. The above procedure applies similarly in the case of upgrading a Trial License to a paid license, and in the case of extending, renewing or extending your license.
2.9.2. Procedure involving an Intermediary. You can also place an order with our Intermediary. In this case, your Order will be confirmed by the Intermediary, you will be required to remit payment for the Order to the Intermediary and the Intermediary will also make available to you the License Key, under which you may enter into this EULA Agreement. However, you will always enter into this EULA Agreement directly with us and not with our Intermediary.
2.9.3. Updates. Each Product Update replaces all or part of the Product (or earlier Update) previously licensed to you (hereinafter the ‘‘Replaced Product’’) and will terminate such previously licensed Replaced Product to the extent replaced by the Update; however, you are entitled to continue to use the Replaced Product for up to ninety (90) days after receipt of the Update to complete implementation of the Update. You must stop using the Replaced Product at the end of the ninety- day (90) period. Each Upgrade will be subject to the terms of this EULA Agreement, except
(i) to the extent that the Update contains new or updated Special Notices, the use of any third-party components shall be governed by Article 2.6 of this EULA Agreement and the Special Notices accompanying the Update; and
(ii) to the extent that the license agreement for the Update contains specific terms and conditions relating to new Products, components, features and/or functionality included in the Update or relating to additions or modifications to definitions in the license, licensed Model or usage restrictions. In this case, such specific terms and conditions for use of the Update shall supersede the applicable provisions of this EULA Agreement. If you do not agree to such terms, do not download or install the Update.
2.10. Export rules.
2.10.1. Export rules. The Products are subject to European Union export laws and regulations and any other applicable local export laws and regulations. You agree that your use of the Product (including technical data) is subject to these export control laws and related regulations, and you agree to comply with all such export laws and regulations (including ‘‘deemed export’’ and ‘‘deemed re-export’’ regulations). You agree that no data, information and/or Product (or direct product thereof) will be exported, directly or indirectly, in violation of these laws or used for any purpose prohibited by these laws, including the proliferation of nuclear, chemical or biological weapons or the development of missile technology. You represent that you are not present in any country under EU embargo.
2.11. Intellectual property and feedback.
2.11.1. Intellectual property. The Product, Our Technology, the Documentation and all other current or future intellectual property developed by us or our Affiliates and all worldwide Intellectual property rights in each of the foregoing and all Updates, Upgrades, enhancements, new versions, releases, corrections and other modifications and adaptations to the foregoing and derivative works thereof are our exclusive property or that of our Affiliates or our or their licensors or suppliers. Except for the rights and licenses otherwise expressly granted in this EULA Agreement, all such rights are reserved by us and our Affiliates and our or their licensors and suppliers. All ownership rights and Intellectual Property Rights to the contents that may be accessed through the use of the Product are the property of the applicable content owner and may be protected by applicable copyright or other intellectual property laws and agreements. This EULA Agreement does not grant you any rights to use such content.
2.11.2. Feedback. If you provide us with any ideas, thoughts, criticisms, suggested improvements or other feedback regarding Our Technology (collectively, the ‘‘Feedback’’), you own the Feedback and grant us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, license, offer for sale, create, procure the creation of, and otherwise exploit the Feedback in any form, on any media or technology, whether now known or hereafter developed, and to permit others to do the same without restriction or obligation of any kind, whether on account of confidential information, Intellectual property rights or otherwise, and we shall be entitled to incorporate into our Products or services any service, product, technology, enhancement, documentation or other development (hereinafter the ‘‘Enhancements’’) incorporating or derived from any Feedback without any obligation to license or make the Enhancements available to you or any Person. This applies regardless of whether you provide Feedback through your use of the Product or any other means of communication with us, unless we have entered into a separate agreement with you that provides otherwise.
2.12. Support.
2.12.1. Our support rules. We provide customer support (hereinafter the ‘‘Support’’) in accordance with our current support policy for the relevant Product in force at the time of purchase of Support. You can access our support policy by clicking on the relevant link Customer Support.
2.12.2. Perpetual license support. For a Perpetual License, unless we expressly state otherwise in the Confirmation, Support is only available for five years from the date of delivery of the Product. Support is not included in the price of the Perpetual License and must be ordered and paid for at the same time as the Product license or separately as set forth in Article 2.9. If you do not have Perpetual License Support activated, you are not entitled to any services from Support (bug fixes, technical support, upgrades, maintaining the functionality of the Product, etc.)
2.12.3. Subscription License Support. For a Subscription License, Support is automatically activated and payment for Support is included in the subscription fees for each subscription period.
2.12.4. Software update. Before you can install or use the Upgrade, you must: i) have a valid license to the older version of the Software to be upgraded; ii) have the Support activated. Upon receipt of this Update, you may continue to use any copy of the earlier version of the Software to which the Update applies, provided that: (i) Updates and older versions are installed and/or used only under the same Model and the older version is not installed and/or used outside of the Model; (ii) you comply with the terms of the license applicable to the older version with respect to the installation and/or use of such older version; (iii) the previous version or any copies thereof will not be transferred elsewhere unless all copies of this Update are also transferred to the previous version; and (iv) you acknowledge and agree that the Licensor is entitled to discontinue any support and/or support offerings for the previous version of the Software as soon as the Update becomes available.
2.12.5. Software upgrades. Before you start using an Upgrade from an earlier version of the Software, you must: (i) possess a valid, full license to the older version of the Software used to upgrade to that Upgrade, and (ii) have the Support enabled. You may NOT continue to use any older version of the Software to which the Upgrade applies. An Upgrade of the Software is considered new Software and is governed by the general terms and conditions of this EULA Agreement, which accompanies the Upgrade.
2.13. Fees and taxes.
2.13.1. Payment terms and taxes. Any charges payable to us are payable in the amount and currency indicated on the invoice or, if no currency is specified, in EUR, and are payable within 30 days of the invoice date. Except as expressly provided in this EULA Agreement or in the Confirmation, all fees are non-cancellable and non-refundable. We may charge you interest at the rate of 3% per month (or the highest rate permitted by law, if less) on all overdue payments. You are liable towards the Licensor and all of its Affiliates for all taxes, duties, and levies of any kind imposed by any governmental authority in connection with transactions contemplated hereunder, including interest and penalties thereon (excluding the Licensor’s income taxes), whether or not included in any invoice sent to you by the Licensor at any time. You must provide the Licensor with copies of all exemption certificates if you are entitled to any exemption. All expenses and costs incurred by you in connection with your actions under this EULA Agreement, if any, are your sole responsibility. You are not entitled to reimbursement of any expenses from the Licensor and you shall be liable for any expenses incurred by the Licensor in connection with your actions under this EULA Agreement.
2.13.2. Invoices may be issued by our Affiliate.
2.13.3. Subscription License Support Fees. A Subscription License for the upcoming period can only be ordered under the conditions valid for the upcoming periods. Paid subscriptions are non-refundable, except for termination according to Article 2.15.1.c or Article 2.20.2.b below; In this case, the proportional part of the unused subscription calculated according to Article 2.15.1.c.
2.13.4. Perpetual License Support Fees. Perpetual License Support for the upcoming period can only be ordered under the conditions valid for the upcoming periods. The amount of the Support Fee for a Perpetual License is specified in the Confirmation of the given Support. Paid Support Fees or a Perpetual License are non-refundable, except for termination according to Article 2.15.1.c or Article 2.20.2.b below; In this case, the proportional part of the unused fee calculated according to Article 2.15.1.c.
2.13.5. Non-reliance on the future availability of any Product or Update/Upgrade. You agree that you have not relied on the future availability of any Product or Updates/Upgrades to make purchase decisions or to enter into payment commitments in your Confirmation.
2.14. Warranties.
2.14.1. Authorizations. Each Party represents and warrants that it is entitled to enter into this EULA Agreement.
2.14.2. Product compliance with the Documentation. At the time of the delivery of the Product or for the duration of the Subscription License, the Product will comply with the applicable Documentation in all material respects in the normal use of the Product and the use of the services. Due to differences in hardware, software, Internet connection and individual use, the Licensor does not guarantee the specific performance of the Software in your particular IT environment or in your internal systems. The Licensor does not warrant: that it will not interfere with your use of the Software; that the Software will fulfill a particular purpose; that the operation of the Software will be uninterrupted or error-free; or that the Software will be compatible with third-party software or hardware, or that any errors in the Software will be corrected. Any oral or written statement or advice given by the Licensor or any of its authorized representative shall not create any warranty.
2.14.3. Your sole remedy and our sole liability with respect to any breach of the foregoing warranty shall be that we will use reasonable efforts to promptly remedy the non-conformity (provided that you notify us in writing within the warranty period and give us reasonable time to remedy the non-compliance). If, based on our discretion and with reasonable reason, we determine that a remedy is not economically or technically feasible, we may terminate your license to the Product and provide you with a pro rata refund for the fees you have paid to us in connection with the Product, calculated pursuant to Article 2.15.1.c. Delivery of additional copies or Product Updates will not reinstate or otherwise affect the warranty period.
2.14.4. Exclusion of warranty. The warranty stated in Article 2.14.2 (Product Conformity with the Documentation) does not apply to any Product provided free of charge under a Trial License that is provided on an ‘‘as is’’ basis, or to Product defects caused by accident, abuse, service, alteration, modification, or improper installation or configuration by you, your Affiliates, your or their personnel, or any third party not hired by us or Affiliates. We are also not responsible for the content of your data that you have backed up through our Product.
2.14.5. WARRANTY WAIVER. EXCEPT AS EXPRESSLY STATED IN THIS ARTICLE 2.14 OR ADDITIONAL WARRANTIES (IF ANY) EXPRESSLY STATED IN PART 3, THE PRODUCT, DOCUMENTATION AND OUR TECHNOLOGY ARE PROVIDED ‘‘AS IS’’, WITH ALL ERRORS, AND WE WAIVE ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MARKETABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF TITLE, NON-INFRINGEMENT, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES OF TRADABILITY, PERFORMANCE OR IMPLIED USAGE OF TRADE. TO THE EXTENT THAT WE CANNOT WAIVE ANY IMPLIED WARRANTY IN ACCORDANCE WITH APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE MINIMAL TO THE EXTENT PERMITTED BY APPLICABLE LAW.
2.14.6. License holders residing in the EU. Except as set forth above, and provided that you are a resident of an EU Member State, the Licensor warrants that the Product will be fit for purpose and of satisfactory quality; this warranty is in lieu of all other warranties, whether oral or written, express or implied, including any other warranty of marketability, fitness for a particular purpose, or non-infringement, and no other representations or warranties of any kind shall be binding upon the Licensor.
2.15. Indemnification.
2.15.1. Our indemnification obligation.
a. Breach of intellectual property rights. We will indemnify you to the extent of Article 2.15.1.c for claims made by a third party that reasonably assert that your use of the Product in accordance with the terms of this EULA Agreement constitutes a direct infringement or misappropriation of such third party’s patent, copyright or trade secret rights (hereinafter the ‘‘Intellectual property claim’’), and we will indemnify you to the extent of Article 2.15.1.c for damages, which have been awarded to you with final validity by a competent court in connection with an Intellectual property claim.
b. Exceptions. We will not indemnify you to the extent that the alleged infringement or misuse results from (a) the use of the Product in combination with any other software or item not supplied by us; (b) the inability to promptly implement the Update we have provided in accordance with Article 2.15.1.c; (c) a modification of the Product that we have not manufactured or provided; or (d) use the Product in a manner not permitted by this EULA Agreement. We will also not indemnify you if we notify you of our decision to terminate this EULA Agreement and the Product license granted under this EULA Agreement in accordance with Article 2.15.1.c and you do not cease use of the Product within thirty (30) days of such notice.
c. Our options. If a final preliminary injunction is issued in relation to your use of the Product, or we reasonably believe that it may be issued, or if in our opinion the Product is likely to be the subject of a successful infringement claim, we may, at our discretion and at our expense, (a) replace or modify the Product to be non-infringing (providing that its function is substantially equivalent), (b) obtain a license for you to continue to use the Product, or (c) if neither (a) nor (b) is reasonably practicable, terminate this EULA Agreement with thirty (30) days’ notice and, if you have been granted a Perpetual License to the Product, refund to you the Support/License Fee you paid to us for the Product, reduced by a prorated amount for the period during which Product Support/your Product license has been in perpetuity within the last five years from the date of termination of this EULA Agreement (if your Perpetual License has continued on the date of termination of the EULA (if your Perpetual License has lasted for more than five years at the date of termination of the EULA Agreement, the license fee is not refunded), or if you have been granted a Subscription License for the Product, we will refund the unused portion of the fees you have paid to us in advance for the current subscription period.
2.15.2. THE INDEMNITY PROVISIONS SET OUT IN THIS ARTICLE 2.15.1 SHALL CONSTITUTE OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY INFRINGEMENT OR ALLEGED INFRINGEMENT BY US OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS IN CONNECTION WITH THE PRODUCT OR ITS USE.
2.15.3. Your indemnification obligation.
a. Third-party claim indemnification. To the extent permitted by Applicable laws and regulations, you will indemnify us and our Affiliates against any third-party claims arising out of or ensuing from (a) your breach of this EULA Agreement, or (b) your failure or alleged failure to comply with Applicable laws and regulations or any violation of a third party’s rights in connection with your use of the Product (each as a ‘‘Third-Party Claim’’ and collectively as ‘‘Third-Party Claims’’) and indemnify us for damages awarded with final validity by a court of competent jurisdiction in connection with any Third-Party Claim.
2.15.4. Control over defense or settlement. In the event of any indemnification obligation referred to in Article 2.15.1 the ‘‘Indemnifying Party’’ shall mean us, the ‘‘Indemnified Party’’ shall mean you and the ‘‘Claim’’ means the claim ensuing from intellectual property. In the event of any indemnification obligation referred to in Article 2.15.2 the ‘‘Indemnifying Party’’ shall mean you, the ‘‘Indemnified Party’’ shall mean us and the ‘‘Claim’’ means the third-party claim. The Indemnified Party must promptly notify the Indemnifying Party in writing of the Claim; however, a failure or delay by the Indemnified Party shall not relieve the Indemnifying Party of its obligations under this clause, except to the extent that the Indemnified Party is harmed by the Indemnifying Party’s failure or delay. The Indemnified Party shall give the Indemnifying Party full control over the defense and settlement of the Claim, unless such settlement includes a financial obligation or admission of liability by the Indemnified Party. If the Indemnified Party fails to do so, then the Indemnified Party waives its rights in relation to the Indemnifying Party’s obligations to indemnify damages under Article 2.15.1 or 2.15.2, depending on what is relevant. The Indemnified Party will reasonably cooperate in the defense of the Claim and may appear at its own expense through counsel acceptable to the Indemnifying Party.
2.16. Information confidentiality.
2.16.1. Confidentiality obligation. Except as otherwise provided herein, each Party agrees to maintain the confidentiality of all information and know-how disclosed or notified to the other Party that the transferring Party has designated as proprietary and/or confidential or should reasonably be considered confidential given the nature of the information and the circumstances of its disclosure, and agrees not to use such information and know-how except in accordance with the terms of this EULA Agreement.
2.16.2. However, neither Party will be required to maintain the confidentiality of information that (a) it has lawfully received from a third party without having any obligation to maintain the confidentiality of such information; (b) was known to the receiving Party before it was made available by the disclosing party; (c) is or becomes public knowledge through no fault of the receiving Party; or (d) is independently developed by the receiving Party without using the confidential information of the disclosing Party.
2.16.3. In addition, either Party may disclose the other Party’s confidential information as required by an administrative or court order, provided that such Party provides the other Party with timely written notice prior to such disclosure (unless such prior notice is prohibited by Applicable laws and regulations) and complies with any limitation (or equivalent) imposed therein on such disclosure.
2.16.4. You will treat any source code of the Product as confidential information by us and will not disclose, disseminate or distribute such materials to any third party without our prior written consent.
2.16.5. The obligations of each Party under this Article 2.16 shall be effective during the term of this EULA Agreement and for a period of five (5) years after the termination of this EULA Agreement, provided, however, that (i) the source code obligations continue indefinitely (and will continue for the duration of the copyright) and (ii) the trade secrets are retained as such until they become publicly available.
2.16.6. Product benchmarking results. You acknowledge that all benchmarking results relating to the Product are our confidential information and may not be further disclosed or published without our prior written consent. This provision applies regardless of whether you or we carry out benchmarking.
2.16.7. Remedies for breach of confidentiality. Each Party acknowledges that in the event of a breach or threatening breach of this Article 2.16, monetary compensation will not be sufficient. Accordingly, in addition to any remedy by law or equity, the non-breaching party shall be entitled to petition the court for a preliminary injunction, or similar equitable relief, against such breach or threatened breach, without proof of actual injury and without the necessity of posting a bond.
2.17. Data collection and personal data.
2.17.1. Data collection through the use of the Product. THE PRODUCT MAY CONTAIN FEATURES THAT (A) COLLECT INFORMATION ABOUT THE ACTIVATION OF THE PRODUCT, ITS USE AND/OR THE ENVIRONMENT IN WHICH IT IS USED, (B) IDENTIFY TRENDS AND/OR BUGS, (C) COLLECT USAGE STATISTICS, AND/OR (D) TRACK OTHER DATA RELATED TO YOUR USE OF THE PRODUCT, AS FURTHER DESCRIBED IN THE CURRENT VERSION OF OUR PRIVACY POLICY. BY ACCEPTING THE TERMS OF THIS EULA AGREEMENT AND/OR USING THE PRODUCT, YOU ACKNOWLEDGE AND CONSENT TO THE COLLECTION, USE AND DISCLOSURE OF SUCH DATA FOR THE PURPOSES SET FORTH IN THIS EULA AGREEMENT AND/OR PRIVACY POLICY.
2.17.2. Other conditions of data collection. Depending on the Model licensed to you, this EULA Agreement may contain additional data collection terms in Part 3 according to the Product’s version.
2.17.3. Your personal data. If you, your Authorized Users or Permitted third parties intend to provide us with your personal data (as defined in the Data Processing Annex below) in order for us to process it on your behalf in the provision of support services or in the course of any audits we carry out pursuant to Article 2.19.2 (Audit), you are entitled to ask us at privacy@logmanager.com to conclude a Data Processing Agreement (hereinafter the ‘‘DPA’’), and we will enter into this DPA with you. In the event of any discrepancy between this EULA Agreement and the DPA, the DPA will take precedence in relation to our processing of your personal data.
2.18. Limitation of liability and waiver of certain types of damage.
2.18.1. Limitation of liability. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF ONE OF THE PARTIES SET OUT IN ARTICLE 2.15 OF THIS EULA AGREEMENT OR BREACH OF THE CONFIDENTIALITY AGREEMENT UNDER ARTICLE 2.16 OF THIS EULA AGREEMENT OR YOUR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS OR LICENSE RESTRICTIONS SET FORTH IN THIS EULA AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATION, EITHER PARTY SHALL BE LIABLE FOR ANY COSTS, DAMAGE AND EXPENSES ARISING OUT OF OR RELATING TO THIS EULA AGREEMENT, WHETHER UNDER WARRANTY, CONTRACTUAL OR TORT LIABILITY (INCLUDING NEGLIGENCE), OTHER LIABILITY OR OTHERWISE, THAT EXCEED IN AGGREGATE THE FEES PAID TO US FOR THE PRODUCT AND/OR SERVICE THAT IS THE SUBJECT OF THE CLAIM. IF THE CHARGES FOR SUCH PRODUCT AND/OR SERVICE ARE PAID ON A RECURRING BASIS, THEN THE ABOVE LIMIT WILL BE THE CHARGES PAID TO US FOR THE PRODUCT AND/OR SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
2.18.2. Liability waiver for certain types of damage. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN ARTICLE 2.15 OF THIS EULA AGREEMENT OR YOUR BREACH OF OUR INTELLECTUAL PROPERTY RIGHTS OR LICENSE RESTRICTIONS SET FORTH IN THIS EULA AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, NEITHER PARTY, ITS AFFILIATES OR THEIR LICENSORS OR THEIR RESPECTIVE SUPPLIERS SHALL BE LIABLE FOR: ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR TORT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS EULA AGREEMENT OR EITHER PARTY’S PERFORMANCE UNDER THIS EULA AGREEMENT OR THE OPERATION OF OUR PRODUCTS, OR FOR ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF OPPORTUNITY, LOSS OF DATA, PUBLIC PENALTIES, LOSS OF REVENUE, LOSS OF PROFITS OR LOSS OF BUSINESS, ALL EVEN IF A PARTY, ITS AFFILIATES, ITS LICENSORS OR ANY OF THEIR RESPECTIVE SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF THE OCCURENCE OF SUCH DAMAGE. WE ALSO CANNOT CONTROL THE FLOW OF DATA TO OR FROM OUR NETWORK AND OTHER PARTS OF THE INTERNET, OTHER WIFI NETWORKS OR OTHER THIRD-PARTY NETWORKS. THIS FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET AND WIFI SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. THE ACTIONS OR INACTIONS OF THESE THIRD PARTIES MAY DISRUPT OR INTERRUPT YOUR CONNECTION TO THE INTERNET, WIFI SERVICES OR PORTIONS THEREOF FROM TIME TO TIME. WE CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, WE DISCLAIM ALL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE ACTS OR OMISSIONS OF THIRD PARTIES THAT INTERFERE WITH OR DISRUPT YOUR CONNECTION TO THE INTERNET, WIFI SERVICES OR ANY PART THEREOF.
2.18.3. Foreseeability principle. THE LICENSOR SHALL BE LIABLE TO THE EXTENT OF ARTICLE 2.18.1 ONLY FOR LOSS OR DAMAGE SUFFERED BY YOU THAT IS A REASONABLY FORESEEABLE CONSEQUENCE OF THE LICENSOR’S BREACH OF THIS AGREEMENT OR ITS NEGLIGENCE, BUT SHALL NOT BE LIABLE FOR LOSS OR DAMAGE THAT IS NOT FORESEEABLE. HOWEVER, UNDER NO CIRCUMSTANCES SHALL THE LICENSOR BE LIABLE FOR DAMAGE SET FORTH IN ARTICLE 2.18.2.
2.19. Technical protection and audit.
2.19.1. Technical protection. The Software may include measures to control access to the Software, control access to certain features or content, prevent unauthorized copies, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under this EULA Agreement. Such measures may include incorporating license management, activation of Products and other security technologies into the Software and monitoring its use, including, but not limited to, time, date, access or other controls, counters, serial numbers and/or other security devices designed to prevent unauthorized access, use and copying of the Software or any portion or component thereof, including any violation of this EULA Agreement. We reserve the right to monitor use of the Software at any time. You may not interfere with these access control measures or attempt to disable or circumvent such security features, and if you do, the Software may not function properly. Additional terms and registration may be required to access the online services and download Software updates and patches. Only Software subject to a valid license may be used to access the online services, including downloading updates and patches. Upon suspected misuse of the Software by you, the Licensor may limit, suspend or terminate the license granted under this Agreement and access to the Software without refund until the suspicion is refuted.
2.19.2. Audit. Because we may install and use automated solutions to monitor, manage and/or enforce licenses with the Product, you may not disable these solutions or change their settings. You are required to maintain records in connection with this EULA Agreement and your use of the Product and any Updates and/or services provided under this EULA Agreement. These entries will contain at least the number of licenses you bought and use. We shall be entitled, at our expense and upon reasonable prior notice to you, to audit such records and, if necessary, the systems on which the Product or any Updates are installed, by us or a third party authorized by us, solely for the purpose of ensuring compliance with the terms of this EULA Agreement. We have the right to audit whenever necessary. These audits may be conducted at the Location where you have installed the Product, remotely from our offices, or a combination of both, if applicable to the Product. On-site audits will be conducted during normal business hours. Audits, either on-site or remote, shall not unduly interfere with your normal operations. You agree to share with us copies of all records referenced in this Article as well as Product logs and other information reasonably requested by us promptly after such request, which you will not provide to us later than five (5) business days after receipt of our written request (unless a longer period is specified in the written request, if applicable). We will treat all such information that we have obtained or accessed during the audit as confidential information under Article 2.16 (Confidentiality of Information) so that we may use it only to the extent necessary to comply with and enforce the terms of this EULA Agreement.
2.19.3. If any audit reveals that you have not paid any license, support or subscription fees, any such outstanding fees will be billed to you based on our price in effect at the time the audit is completed.
2.19.4. If you do not allow an audit to take place, this will be considered a material breach of the EULA Agreement and we will be entitled to demand a contractual penalty in the amount of EUR 25,000 (twenty-five thousand EURO).
2.19.5. If the outstanding fees exceed five percent (5%) of the fees you paid during the preceding 12 calendar month period, then you will also pay our reasonable costs of auditing and enforcing this EULA Agreement. Beyond that, we are entitled to demand a contractual penalty in the amount of EUR 25,000 (twenty-five thousand EURO).
2.19.6. Contractual penalties are in addition to any damage we may incur and, if we so decide, damage may be claimed regardless of what contractual penalty you have paid. The right to a contractual penalty does not affect our right to claim full damages.
2.20. Termination.
2.20.1. Withdrawal due to breach. We may withdraw from this EULA Agreement at any time by written notice to you if you fail to perform any of your obligations under this EULA Agreement and fail to remedy such failure to our satisfaction within thirty (30) days of such a notice. We may exercise our right to withdraw from this EULA Agreement separately or concurrently with any other legal rights available to us or under this EULA Agreement.
2.20.2. Automatic termination. This EULA Agreement also terminates on the day that:
a. The Subscription License’s term ends, or
b. we cease to operate the Product (in which case we will refund to you the unused portion of your license fees calculated in a manner similar to Article 2.15.1.c), or
c. we become aware or have reasonable grounds to suspect that your use of the Product has resulted or may result in a criminal offense of fraud or money laundering or any other illegal activity, or that you are subject to international sanctions that prevent us from doing business or otherwise cooperating with you.
2.20.3. Effects of termination. Upon expiration of your license term for the Product (if it concerns the relevant License Type) or any termination of this EULA Agreement, your license to access and/or use the Product will be terminated. You must cease using the Product with immediate effect and destroy all copies of the Product in your possession (and ensure that all Permitted third parties do so). Termination of this EULA Agreement will not affect our rights or your obligations under this EULA Agreement until the moment of termination hereof.
2.20.4. Continuing provisions. All provisions of this EULA Agreement containing license restrictions, warranties and disclaimers, confidentiality obligations, limitations of liability and/or indemnification terms, audit rights, and any other terms of this EULA Agreement that are by their nature intended to survive termination or expiration of this EULA Agreement will survive any termination or expiration of this EULA Agreement, as will your obligation to pay all accrued fees and charges due to us upon termination or expiration.
2.21. Assignment.
2.21.1. You may not assign or replace this EULA Agreement, any of your rights or obligations under this EULA Agreement, or assign or transfer the Product, any of our Confidential Information, in whole or in part, whether by operation of law, sale of assets, merger or otherwise, to any third party, including any parent, subsidiary or Affiliate, without our prior written consent. Your Change of Control will constitute an assignment for purposes of the preceding sentence. The ‘‘Change of Control’’ includes, but is not limited to, any merger, consolidation, amalgamation, re-organization or sale, transfer or alteration of your share capital or equity interests in one or more transactions which result in the holders of shares or equity interests holding less than 50% of the share capital or equity interests immediately following such transaction(s).
2.22. Choice of law.
2.22.1. The EULA Agreement is governed by the laws of the Czech Republic, without regard to the conflict of laws rules. If any dispute, controversy or claim that cannot be resolved by agreement of the Parties in good faith shall be submitted for resolution to the Czech courts in the jurisdiction of the Licensor’s registered office, and the Parties waive any objection to such jurisdiction, whether subject matter or territorial (without prejudice, however, to the rights of either Party to move the case to a higher court under mandatory law). This Article shall be interpreted in the broadest possible sense permitted by applicable laws and regulations. By entering into this EULA Agreement, you agree that any breach by you of this EULA Agreement, the Licensor’s Terms of Service or any other agreement with us may be used as a counterclaim (whether at law or in equity) against any claim you may have against us in connection with the Product. We reserve the right to pursue our claims against you for any breach of the EULA Agreement, Licensor’s Terms of Service, or any other terms related to its Software and Services through civil action, whether for breach of contract, tort liability, or violation of any applicable state or federal law. Uniform Computer Information Transactions Act and the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this EULA Agreement.
2.23. Miscellaneous.
2.23.1. Notices. Withdrawal from the EULA Agreement, notices of material breach, insolvency or claim for damages (hereinafter the ‘‘legal notices’’) must be clearly marked as legal notices and sent by courier or registered mail with proof of delivery to the following addresses: For us: our registered office in the public register (https://or.justice.cz), attn.: Executive Director. For you: your address on the Confirmation. Legal notices sent in accordance with the above will be effective on the second business day after they are sent. Either Party may change its address for receipt of legal notices by written notice to the other Party.
2.23.2. Entire agreement. This EULA Agreement and any terms and conditions expressly incorporated by reference herein constitute an entire agreement between you and us with respect to the subject matter of this EULA Agreement and supersede all prior and contemporaneous communications, oral or written, signed or unsigned, regarding the subject matter of this EULA Agreement. Your inquiry or order shall not affect the terms agreed in the EULA Agreement without our acknowledgment by way of the Confirmation. Except as otherwise expressly provided in this EULA Agreement, this EULA Agreement may not be modified or amended except by Confirmation or other written amendments signed by both Parties.
2.23.3. Severability clause. If any provision of this EULA Agreement is terminated or found by a court of competent jurisdiction to be invalid, illegal or unenforceable, the remainder of this EULA Agreement will remain in full force and effect.
2.23.4. Waiver of rights. Failure or delay in exercising any right, power, privilege or remedy under this Agreement shall not constitute a waiver of such right. No waiver of any right with respect to any default shall be deemed a waiver of any other default or of the same default in the future.
2.23.5. Language. This EULA Agreement has been drafted in Czech and English. The English version, including references, shall prevail.
2.23.6. Force majeure. Neither Party shall be liable for any delay or failure to perform any acts required under this EULA Agreement (other than payment) for any reason beyond such Party’s reasonable control, including but not limited to unavailability or shortage of labor, materials or equipment, failure or delay in delivery of vendors and suppliers, and delays in transportation.
2.23.7. Use of Affiliates by the Licensor. We reserve the right, at our sole discretion, to engage one or more of our Affiliates in the performance of our obligations under this EULA Agreement, including to supply the Product and/or provide any support services.
3. Special license terms and conditions according to the Product’s version
3.1. Special terms and conditions for Virtual Products
3.1.1. Delivery. Unless otherwise specified by us, the Virtual Products will be provided to you electronically and delivery is deemed complete when the Virtual Product(s) is made available on our designated electronic Software download page and an email is sent or otherwise received by you containing all necessary instructions and the License Key required to access, download and install the Virtual Product(s).
3.1.2. Cloud settings. You may upload the Virtual Product(s) licensed to you under this EULA Agreement to a third-party supplied Cloud Instance, provided that the operation of the Virtual Product(s) in the Cloud Instance complies with all licensed Model restrictions and usage restrictions applicable to the Virtual Product(s). You are entitled to allow a third party to upload, install, operate and/or use the Virtual Product(s) on the Cloud Instance provided that the third party’s access to and use of the Virtual Product(s) is solely for your purposes in accordance with the terms of this EULA Agreement. The third party will be deemed a Permitted Third Party and you will be responsible for the Permitted Third Party’s compliance with this EULA Agreement in accordance with Article 2.3 (Third-party use).
3.2. Special terms and conditions for Server-Based Products
3.2.1. Delivery. Server-Based Products are provided on a server – a tangible carrier (hardware); the delivery terms for this hardware are governed by the EXW clause according to INCOTERMS 2020.
3.2.2. Access to the hardware on which the Server-based Product is installed. We will provide the Licensee, at the Licensee’s request and for a reasonable cost, with the access code to the hardware on which the Server-Based Product is installed. Upon provision of this information, the Licensee will gain access to the hardware, but will lose the Perpetual License for the Server-Based Product on that hardware and will be required to tolerate the uninstallation of the Server-Based Product for that hardware.
3.2. Old Server-Based Products. The following special conditions apply to: the LOGmanager product licensed by the company Sirwisa a.s. on the basis of License terms of use of the LOGmanager product of the company Sirwisa a.s. (hereinafter the ‘‘Previous License Terms’’) until the date of acquisition of the effect of the EULA Agreement dated 22 November 2023 (hereinafter the ‘‘Old Server-Based Product’’).
a. License Type. The Perpetual License is provided for the Old Server-Based Product from 22 November 2023, unless otherwise expressly agreed between the Licensee and the Licensor, and the entitlement to support for this License shall be governed by Article 3.2.3.b of this EULA Agreement. In accordance with Article 11.4. of the Previous License Terms, these Previous License Terms shall be replaced by this EULA Agreement.
b. Old Server-Based Product support. Unless otherwise agreed between the Licensee and and Licensor, support for the Old Server-Based Product will be available until Product version 3.11.0. Any further versions and updates of the Old Server-Based Product will only be available by individual agreement with the Licensor.
Updated on February 1, 2025