End User License Agreement
IMPORTANT! PLEASE READ ATTENTIVELY:
BY INSTALLING, COPYING OR USING THE SOFTWARE IN ANY OTHER WAY, YOU ACKNOWLEDGE THAT YOU HAVE PRIOR READ THE TERMS OF THIS LICENSE AGREEMENT AND ACCEPTED THEM IN FULL.
IF YOU DO NOT AGREE TO THE CONDITIONS OF THIS AGREEMENT IN FULL, DO NOT INSTALL, COPY OR USE THE SOFTWARE IN ANY OTHER WAY.
This License Agreement (hereinafter the Agreement) is a legally binding agreement between you (a person or a legal entity – End User) and Raidix International AG, a legal entity under the laws of Switzerland, having its registered address at: Rotzbergstrasse 1, 6362 Stansstad, Switzerland, authorized to perform the rights of rightholder (hereinafter the Rightholder) regarding the software manufactured and marketed under the “Raidix” trademark (hereinafter the Software). The Software includes or might include the End User License Agreement on other terms than set forth below. In such case the terms of the End User License Agreement that is included in such Software shall prevail.
1. Subject-Matter of the Agreement
1.1. The Rightholder grants you an ordinary (non-exclusive) license (hereinafter the License) to use the Software in a set, manner and on the terms stipulated by this Agreement.
2.1. You get an ordinary (non-exclusive) license to use the Software in the following ways: reproduction limited to the right to install, copy (record to computer memory) and run the Software, as a part of a software-hardware complex of a data storage system, in accordance with the terms of this Agreement.
2.2. You are not entitled to transfer or assign the rights to use the Software granted under this Agreement, in whole or in part to third parties without prior written consent of the Rightholder.
2.3. You undertake not to perform yourself and exclude the performance by other persons or legal entities the following activities:
- Disassemble and / or decompile (convert object code into the source text) the Software, except when the possibility of such activity is expressly provided for by the applicable legislation;
- Modify the Software, including making changes to the object code of the Software, except for those changes that are made by the tools included in the Software and described in the documentation for the Software;
- Make it possible to use the Software for any person or legal entity not entitled to use it, including, but not limited to the interference of third parties into the operation of the Software, to provide third parties access to the investigation or to changing the Software settings, including its initial setup and installation of updates;
- Distribute the Software. Distributing the Software means providing access to third parties to the Software reproduced in any form (in whole or in part, including distribution, documentation), via network and in other ways, as well as by sale, rental, including any public placement of the Software (in whole or in part).
2.4. One license gives you the right to use the Software on one copy of the hardware on which the Software can be installed on the terms of this Agreement.
2.5. You are not entitled to use the Software in any case, if any failure can lead directly to death, personal injury or substantial physical injury or damage to the environment, including, but not limited to the use of the Software to control the operation of:
- equipment of any nuclear installations;
- aircraft navigation equipment, communication systems or flight control;
- air traffic control systems;
- public transport control systems;
- medical equipment;
- armament systems.
2.6. You can use the Software during the term of the exclusive rights to the Software worldwide.
2.7. Licenses are divided into the following types:
- Start packages. Under the start packages the Licenses purchased by the End User for the first time are understood;
- Update packages. The update packages can be purchased by the End User to extend the period for receiving updates to Software (if any released), the Licenses to use which were purchased by the End User before.
2.8. The order and frequency of Software updates release are determined by the rightholder at its discretion unilaterally. The rightholder may at any time at its sole discretion, without notice and without compensation of any losses and costs to you discontinue the release of updates to the Software and/or its specific versions and/or modules. In this case you retain the right to use such Software Licenses to use which have been granted to you, in the manner and subject to the conditions provided for in this Agreement.
2.9. In the event of release of new versions of the Software and/or new modules of the Software, the rightholder assumes no obligation to ensure the compatibility of previous versions of the Software and/or Software modules, the License to use which was provided to you, with new versions of Software and/or new modules of the Software.
2.10. You agree that the Rightholder may, independently or through the engagement of third parties, monitor your using the Software through methods not contradicting the law, to make sure you use the Software in compliance with the conditions and restrictions of this Agreement. You are required to provide to the Rightholder a report on the use of the Software at its request, not later than ten (10) working days from the date on which the relevant request was received, or in accordance with the applicable law shall be deemed received by you. The Rightholder is also entitled to demand access to the equipment where the Software is installed, to check the compliance with the conditions and restrictions of this Agreement. You are obliged to provide the said access within a term agreed with the Rightholder, but not later than ten (10) working days from the date on which the relevant request of the Rightholder is received, or shall be deemed received in accordance with the applicable law.
2.11. In the event of breach of the conditions and restrictions of this Agreement, as well as a failure to provide to the Rightholder, at its request, a report on the use of the Software or access to equipment where it is installed, the Rightholder has the right to terminate this Agreement unilaterally and without judicial procedures, by notifying you of such termination in writing and also to demand full compensation of damages and property losses caused by such breach.
2.12. The Software may contain programs that are available under the GNU General Public License or other similar Open Source licenses, which, among other rights, permit the licensee to copy, modify and redistribute certain programs, or parts thereof, and get access to the source code («Open Source Code Software»). If such license requires the provision of the source code to the licensee, to which the Software is provided in the executable binary code format, the source code is made available upon a written request to the Rightholder or is accompanied with the Software. If any license to Open Source Code Software requires that the Rightholder provides rights to use, copy or modify the Open Source Code Software that are broader than the rights granted by this Agreement, such rights shall prevail over the rights and restrictions stipulated in this Agreement.
3. Reservation of Rights
3.1. This Agreement does not imply any transfer of the exclusive rights to the Software. This Agreement does not grant you any rights to use the trademarks or service marks of the Rightholder. The Software is protected by copyright and other laws and international treaties.
4. Guarantees and Liability
4.1. The Parties shall be liable in accordance with applicable laws of Switzerland, except as otherwise expressly provided in this Agreement.
4.2. In any case the Software is provided to you «as is”. The Rightholder does not guarantee that the Software is error-free, nor it accepts any liability for direct or indirect losses (damages) incurred by you or any third parties with regard to the use of the Software, including due to possible errors or misprints in the Software, including, but not limited to loss of profit, property loss, loss of confidential information.
4.3. The Rightholder does not guarantee that the Software will meet your requirements, nor it guarantees workability of the Software jointly with software and hardware of other manufacturers.
4.4. The Rightholder does not provide any guarantees with respect to the components of other software that may be included in the Software, exclusive rights to which belong to third parties and makes no warranties regarding the Software, its performance, applicability to a particular use, even if such a guarantee is usually provided under usual and customary business practices.
4.5. In all circumstances, the total liability of the Rightholder under or in connection with this Agreement, regardless of the reasons why it arises, will be limited to proven actual damages, but not more than the amount of a fee paid by you for the transfer of the relevant Licenses.
5. Exports Restrictions
5.1. You acknowledge that the Software is subject to applicable export laws. You agree to comply with all international and national standards applicable to the Software.
6. Entire Agreement
6.1. This Agreement (including all amendments and changes thereto) constitutes the entire agreement between you and the Rightholder about the Software and supersedes all prior or current communications and proposals in writing or orally about the Software or other matters governed by this Agreement. If any provision of this Agreement is held invalid, unenforceable or inconsistent with the law, the other provisions of the Agreement continue to operate and remain in full legal force.
7. Dispute Settlement Procedure
7.1. The pre-court dispute settlement procedure for disputes and controversies arising out of this Agreement or related to it shall be mandatory. A claim is deemed a written request of one Party addressed to the other Party to the Agreement, to perform any actions or refrain from acting. The claim shall be signed by an authorized person. The term for response to the claim is fourteen (14) calendar days from the date when the claim was received or, in accordance with the applicable law, shall be deemed received by the Party to which it is addressed.
7.2. In the case of full or partial refusal to satisfy the claim or if a response to the claim has not been received by the Party that sent such claim, the pre-court dispute settlement shall be deemed fulfilled.
7.3. Any dispute, controversy or claim arising out of or in connection with this Agreement, including but not limited to: disputes concerning the breach, termination or invalidity thereof, shall be settled according to the Swiss procedure legislation by the competent court of Switzerland having jurisdiction over the registered address of the Rightholder.
8. Agreement Period
8.1. This Agreement becomes effective upon signing or at another moment when it is deemed concluded under the applicable legislation and shall be valid throughout the term for which you are granted the rights to use the Software.
8.2. Termination of this Agreement through any reasons shall result in termination of all your rights to any Software use. In such case you shall forthwith after termination of this Agreement for any reasons terminate the use of the Software and destroy all copies (original copies) of the Software in your possession.
9. Force majeure
9.1. The Parties shall be discharged of the liability for a failure or improper fulfillment of the obligations in the event of the occurrence of force majeure, under which is meant the extraordinary events that did not exist at the time of signing of the Agreement, arising against the will of the Parties, and occurrence or operation of which could not be prevented by such Parties, as well as all other events and circumstances which the competent authority (Chamber of Commerce and Industry) or, in the event of a dispute, the arbitration court recognizes as force majeure.
9.2. For the duration of force majeure circumstances which discharge from liability, the Parties’ obligations shall be suspended, no penalties shall be enforced for a failure to perform contractual obligations and the period for the performance of contractual obligations shall be extended for a period corresponding to the duration period of such circumstance occurred and a reasonable time to remedy its consequences.
9.3. The Party which faces the impossibility to fulfill obligations under the Agreement shall notify the other Party of the occurrence of the abovementioned circumstances, no later than ten (10) days from the date when means of communication become available. A failure to notify or untimely notification of force majeure deprives the breaching Party of the right to be discharged from liability.
9.4. If force majeure circumstances continue for a period of more than six (6) months, either Party may terminate this Agreement unilaterally without judicial procedures, with a notice to the other Party.
10. Applicable Law
10.1. Relations of the Parties arising out of this Agreement or related to it and ungoverned by this Agreement shall be governed by the effective laws of Switzerland (applicable law).