Licence Terms

THESE LICENSE TERMS ("TERMS") APPLY TO THE USE OF THE PRODUCTS OR SERVICES DISTRIBUTED BY DENEVY S.R.O. END USERS

Denevy s.r.o.

Identification number: 02995107

Residence: Ocelářská 35/1354, Praha 9 – Libeň, 190 00, Česká republika

Telephone: +420 774 494 633

E-mail: sales@denevy.eu

(hereinafter referred to as “Provider“ or "DENEVY company")

and

Purchaser – end user of the software, resp. the person the rights under the license agreement are assumed for

FOR THE USE OF PRODUCTS OR SERVICES, YOU MUST AGREE AND ACCEPT THESE LICENSE TERMS. THE USE OF PRODUCTS OR SERVICES IS TAKEN AS AN EXPRESSION OF AND COMPLIANCE WITH THESE TERMS. THESE LICENSE TERMS APPLY TO ALL VERSIONS OF PRODUCTS OR SERVICES.

1 Validity of License Terms

1.1 These license terms apply to the use of the service or products, the author or the executor of property copyrights is the Provider (hereinafter also “Subject of Licence”). You accept these license terms as an end customer (the “Purchaser”). By accepting the license conditions by the Purchaser, a license agreement is concluded.

1.2 The Licensee may be a legal entity, a legal entity entrepreneur or a natural person.

1.3 These License Terms apply to the License Subject from the time of their acceptance and their validity ends upon termination of the use of the License Subject. DENEVY may terminate the use of the Subject of License and the granted License at any time in its sole discretion, without cause, by notifying Purchaser of the expiration of the Product or Service or the termination of the provision of the Product or Service. Furthermore, use of the License Subject will automatically terminate if Purchaser violates the License Terms or unauthorizedly copies the License Subject. Upon termination, the Purchaser must immediately stop using the Product or Service.

2 License

2.1 The Provider hereby grants to the Purchaser - and the Purchaser accepts - a personal, non-exclusive, non-transferable, revocable and to the extent specified below a limited license to use the Subject of the License (hereinafter also “License”).

2.2 The License is granted for a definite period of time.

2.3 The License is provided to the Purchaser for the number of users and the period designated by the Purchaser.

2.4 The Purchaser has the right to change the number of users and extend the duration of the License under the conditions defined by the Provider further in these license terms.

2.5 The Licensee acknowledges that after each change in the number of users or the duration of the License, a new License may be generated, which is valid from the moment of payment for the next period or change in the number of users.

2.6 The license or other authorization code is provided to the Purchaser on the basis of an order via a web portal or email defined by the Purchaser.

2.7 The Purchaser has no right to provide sublicense(s) to third parties.

2.8 The Purchaser has no right to assign the License without the consent of the Provider.

2.9 The Provider reserves the right to change the license conditions and to make changes to the Subject of the license. In such a case, the Purchaser is entitled to withdraw from the license agreement within 30 days with the right to a refund of a proportion of the paid Remuneration. If the Purchaser does not exercise its right to withdraw from the license agreement within the specified period, the changes shall be deemed to have been accepted by the Purchaser.

2.10 The Licensor, as the owner, has all rights and legal titles and other rights to intangible assets and is entitled to provide the Purchaser with the license to the extent specified here. All rights mentioned in this point and other related intellectual rights to the Subject of the License together with related claims remain the property of DENEVY, resp. entities that have granted DENEVY permission to distribute the License.

2.11 Purchaser's Obligations: The Purchaser is not entitled to send any automated or recorded inquiries to the Product or Service unless approved in writing by DENEVY; use the Product or Service for purposes other than those permitted by the nature of the Product or Service; access the Product or Service using software or other means than authorized by DENEVY; decompile, convert from machine code, reverse engineer, or otherwise attempt to derive, rebuild, identify, or reveal the source code, basic ideas, or algorithms of the Product or Service; remove any proprietary notices, labels or trademarks from the Subject matter or use the Product or Service for comparison with third party products or services.

3 License Fee

3.1 The Contracting Parties agree that the Provider provides the Purchaser with a License for a fee (hereinafter referred to as the “Remuneration”).

3.2 Remuneration for the use of the License Subject varies according to the number of users and the period of use ordered by the Purchaser. The Purchaser primarily manages its License, number of users and duration in its profile on the Provider's web portal.

3.3 The Purchaser undertakes to pay the Provider an amount for the License, which is calculated based on a calculation according to the number of users and the duration of the License.

3.4 By changing the number of users or extends the term of the License, the Purchaser agrees to pay the Remuneration corresponding to the changes he has made.

3.5 Unless expressly agreed otherwise, the Remuneration is always due in advance. The Purchaser acknowledges that he is allowed to use the software only after paying the License Fee.

4 Number of Users

4.1 The Purchaser has the right to change the number of users.

4.2 The Purchaser may change the number of users using the web portal for managing the Subject of License in his user account.

4.3 The Purchaser acknowledges that after changing the number of users, a new license key may be generated for him, replacing the previous valid license key, for the current number of users.

4.4 Newly added users have a valid License from the payment of the License Fee for the selected period.

4.5 The Purchaser acknowledges that if the number of users is reduced, he is not entitled to a refund of a proportional part of the paid License Fee.

5 License Renewal

5.1 The Purchaser has the option to request an extension of the license, however, the Provider reserves the right not to renew the License at its own discretion.

5.2 The Purchaser may extend the license via the Provider's web portal or otherwise after written communication with the Provider.

5.3 The Purchaser acknowledges that a new license key may be generated for him after the renewal of the License, which is valid for a selected period from the payment of the License Fee corresponding to the extended period for the use of the License Subject.

5.4 The Provider reserves the right not to allow the continued use of the Subject of the License if the Purchaser does not properly pay for the renewal of the license.

5.5 In the event that the License expires, and the Purchaser wishes to continue using the Subject of the License, he is obliged to renew the License within 30 days from the date of expiry of the prepaid period. If this does not happen, the Purchaser’s account is deleted together with the entered data.

6 Conclusion of the License Agreement

6.1 The Purchaser is entitled to take steps to accept the license conditions, in particular by choosing the number of users and the duration of the License. By sending and paying for the order via the web portal for software management or by sending the form used to obtain a limited trial version on the Provider's website, the Purchaser agrees with the License Terms and thus concludes a license agreement.

7 Terms of Delivery

7.1 The Subject of the License is delivered as a Product or Service, where the Provider allows access to an autonomous instance of the Subject of the License intended exclusively for use by the Purchaser. Access data are delivered in electronic form to the e-mail address specified in the Purchaser's profile, which will manage access data for other users of the autonomous instance of the Subject of License.

8 Trademarks

8.1 Trademarks, trade names, product names, and logos (“Trademarks”) of third parties that are part of the Product or Service or used within the Product and Service are trademarks or registered trademarks of their respective owners, and use of such Trademarks is permitted only with regard to the benefit of the trade mark proprietor. The purpose of using these trademarks is to express interoperability and does not imply affiliation of DENEVY with such company or the promotion or approval of such company and its Products or Services by DENEVY.

9 Limited Warranty

9.1 The Product or Service is provided "as is" under the License, and DENEVY disclaims all warranties, expressed or implied, including e.g. the implied warranties of merchantability, infringement or fitness for a particular purpose. DENEVY does not warrant that the Product or Service will meet Purchaser's needs, expectations or intended use, or that it will be uninterrupted, error-free or completely secure. DENEVY does not warrant that the transcription or other information provided through the Service is true, accurate or complete. The Purchaser agrees that reliance on transcription or information provided by DENEVY or available through the Service is at its own risk.

10 Outages and Restrictions

10.1 The Product or Service may not be available from time to time or may be discontinued for various reasons, such as environmental or topographical conditions, equipment failures, including the Internet, computers, telecommunications and other items and equipment, many of which are not under the control of DENEVY. DENEVY is not responsible for Product or Service failures. DENEVY is not liable for any damages due to invasion of privacy when communicating over such networks.

10.2 Under no circumstances shall DENEVY be liable for damages resulting from loss of or damage to data, files and attachments, lost profits or sales or use of the Product or Service, or any other special, indirect, incidental, consequential or exemplary damages arising out of or in connection with the use or performance of the Product or Service or their improvement or modification, regardless of the manner of acting, whether under contract, tort or otherwise, even if DENEVY has been informed of the possibility of such damages. In no event shall DENEVY's total liability for damage caused by the Product or Service exceed EUR 1,000 or the equivalent in EUR in local currency.

11 Compensation for Damages

11.1 The Purchaser shall defend DENEVY and its suppliers, successors, affiliates, agents, licensors, licensees and agents and ensure that it is not held liable in respect of claims, damages, losses or expenses (including fees and costs for legal representation) arising in connection with all claims, lawsuits, judgments and legal proceedings arising from the use of the Product or Service by the Purchaser, including possible false accusations, slander, defamation or infringement of copyright or other intangible property rights in connection with data, information and materials for the transfer of which the Product or Service was used, even in the event of death or property damage as a result of the use or non-use of the Product or Service. The Purchaser is responsible for the transferred data, information and materials.

12 Related Services

12.1 The Provider provides the paid consulting activities, maintenance, or other technical services in connection with the provided License.

12.2 The work of a programmer or other employee of the Provider through remote support is EUR 50 (excluding VAT) for each hour started.

12.3 The services provided based on this article will be charged by the Provider separately after the completion of the works. However, for the purposes of the other articles of these license terms, the financial amounts under this article are considered part of the Remuneration.

13 License Termination

13.1 If the Purchaser decides to terminate the use of the License prematurely, he has the right to request a refund of a proportion of the Remuneration. At the same time, it acknowledges that the Provider is not obliged to process this request positively.

13.2 If the Purchaser wishes to obtain the data he has entered in the Subject of the License, he is obliged to request such data in writing, no later than 30 days from the expiration of the prepaid License Period or the written delivery of the decision to terminate the License. If the Purchaser does not do so, the Provider is not obliged to provide the data to the Purchaser after the expiry of this period or to further store the data.

13.3 In the event of a breach of the License Terms, the Provider is entitled to demand compensation from the Purchaser for the damage caused thereby.

14 Applicable Law

14.1 These license terms are governed by the laws of the Czech Republic, in particular Section 2358 et seq. disciple. No. 89/2012 Coll., Civil Code, as amended.

15 Miscellaneous

15.1 The unenforceability or invalidity of any establishment of these Terms shall not affect the enforceability or validity of the remaining establishments of these Terms, unless the nature or content of such establishment indicates that it cannot be separated from the other contents of these Terms.

15.2 These license Terms take effect on August 22nd, 2022.

BY PERFORMING A BINDING ORDER, THE PURCHASER AGREES TO BE BOUND BY THESE LICENSE TERMS. CONSENT IS ALSO EXPRESSED BY SENDING AN ORDER FORM OR FORM TO OBTAIN A LIMITED TRIAL VERSION FOR FREE.