END-USER LICENSE AGREEMENT
Kanosoftware, LLC hereinafter referred to as the “Licensor”, from one hand and any other person who has accepted the acceptance of the offer (the terms of the General Contract for the supply of software products), hereinafter referred to as the “Licensee”, have concluded this agreement as follows:
This End User License Agreement (hereinafter referred to as the Agreement) defines the rules of using the Licensee’s acquisition of the Licensor’s Software products. By performing installation, copying, or other actions using the following software products, Licensee agrees to comply with the terms of this Agreement.
1. Terms and definitions
1.1. The Software (program products, program) – the result of computer programming in the form of an application computer program “KANO MDM”. The software products are supplied with a copy of the applied computer program “KANO MDM” for a certain number of automated workplaces (process cores or simultaneous users) of the appropriate type, the user manual (provided electronically), with technical support for one year.
Using the Software is possible only on the software platforms of the database management systems of the Cache products and the InterSystems Ensemble, InterSystems HealthShare of the corresponding type of InterSystems Corporation (its components). The above software platforms are not part of the supply of software products, are not subject to this Agreement, and must be acquired (obtained rights to use) by the Licensee separately.
1.2. Licensed software does not include any open source software or third-party software (software products) that may be supplied, installed, or used in conjunction with InterSystems Corporation software. The computer program is an indivisible product, the component parts of which can not be separated for separate using, and are licensed as an object of copyright, the property rights of which belong to the Licensor.
1.3. The distribution of the Software – providing access to reproduction in any material form by selling, renting, leasing, or sublicensing.
1.4. The adaptation – the change of the Software associated with the implementation of settings that do not affect the structure of the database the Software, the procedure of data processing kernel, and client parts.
1.5. The modification is a change of the Software to improve its quality performance, including changing the database structure of the Software, the kernel processing procedures, and the change of the client part of the Software.
1.6. Implementation of the Program – a set of services for defining and testing the zone of automation of the end-user, compilation, and approval of the specification, installation of the Program on the technical means of the end-user.
1.7. Program Support – paid provision by Licensee of the Services to Licensor for the upgrade and technical support of the Software provided after the termination of the Program’s technical support.
1.8. The Software Updates (the Program Updates) – creation, release, and providing to use of new versions of the Software.
1.9. Technical Support- includes the issuance of software updates, upgrades, the software’s improvements, software bugs, which identified by the Buyer will fix. The technical support is given in software kit delivery, it is carried out by the software owner (manufacturer).
1.10. End-User – a legal entity or individual who has purchased the appropriate number of copies of the Software for their own needs with the scope of rights to use under this Agreement.
1.11. Use of the Software (the Program) – work with the Program for extracting for the own needs of the useful properties of the Program.
1.12. The Software specified in this Agreement is protected by the Ukrainian Copyright protection legislation and international agreements to copyright protection.
1.13. Intellectual Property Rights means all copyrights, trademarks, trade secrets, patents, industrial designs, and all related, similar and other intellectual property rights recognized in any jurisdiction worldwide, including all applications and registrations under towards them.
1.14. The territory of action (the Territory) – this Agreement is unlimited.
1.15 The scope and use of software products in the territory of action – unlimited.
2. PROCEDURE OF LICENSING APPLICATION.
2.1. Licensor grants to the Licensee a non-exclusive, personal, non-exclusive, limited license without the right to transfer to third parties the installation, launch, and use of the Software in the amount established in this Agreement, as well as non-exclusive property rights to the Software, the list as defined in this Agreement.
2.2. For the purposes of this Agreement, the term “License” means licenses for intellectual property rights protected the Software products acquired under the Contract for the supply of software products.
2.3. Technical support for the Software is provided by the manufacturer. Technical support does not include the adaptation, modification, integration, and implementation of the Program, training of Licensed personnel for work with the Software. Conditions of service are not subject to this Agreement and are agreed by the parties separately and in addition.
2.4. If Licensee uses the option of remote access to software products, its identification as a legitimate user is carried out using a special authorization tool, an authorized login for registration of the Licensee in the manufacturer’s technical support system (the ICR (part) number assigned when purchasing software products and which can not be transferred to any third party).
The Licensee undertakes to keep confidential and not transfer to third parties the data of an individual registration key.
3. THE RIGHTS OF THE LICENSEE.
3.1. Under this Agreement, the Licensee obtains from the Licensor non-exclusive proprietary rights to the Software as following:
3.1.1. the right to use the Software by the Licensee for their own needs by installing on material media (computer, workstation, device, another digital electronic or similar device);
3.1.2. the right to set up access to software products and use it on the appropriate number of servers (process cores) of the local network or on individual computers in the amount that corresponds to the configuration of the Software;
3.1.3. the right to create one copy of the Installed Program solely as a backup or archival copy;
3.1.4. the right to use the Program for informational, scientific, and educational purposes for their own needs;
3.1.5. the right to adapt and modify the Software by the Licensor or its authorized partners and on the basis of a separate agreement between the parties on the provision of services;
3.1.6. The right to interfere with the unlawful use of the Program in the Territory, including because of the powers received from the Licensor, to prohibit the use of the Program in the Territory.
3.2. The Licensee is not entitled to sublicense the Software products. The Licensor provides all licenses to the End User.
3.3. The Licensee does not receive the ownership or copyright of the Program. The program remains the property of the Licensor.
3.4. The Licensee doesn’t have rights:
3.4.1. to create derivative works based on the Software or modify them;
3.4.2. to distribute, publish, display, sublicense, assign, or otherwise transfer the Software;
3.4.3. to decompile, reverse engineer, and disassemble of the Software;
3.4.4. to modify or delete any copyright, trademarks, or patent notices in the Software;
3.4.5. to use the Software for the development of inventions, directly derived from confidential information.
3.4.6. to transmit electronic keys and/or logins and passwords of access to the Software products as a whole or access to them (separate workplaces) to third parties for temporary or permanent use and by other means distribute software products, databases or other components of the Program;
3.4.7. to carry out by means of the Software any unlawful illegal actions in the field of cybersecurity.
3.5. The Licensee retains the opportunity to use the Software independently for his own needs, but the possibility of transferring the right to use this software product to third parties is prohibited without obtaining a separate license from the Licensor.
3.6. The object of copyright also is the form and style of submission of information contained in the Program, in connection with which, without the written permission of the Licensor, any use of the Program, as well as the information contained therein, in the same form and using a similar style, otherwise than as provided in this Agreement.
3.7. Upon expiration of the term (period) of the license and/or in case of the default of its obligations in this Agreement Licensee loses the right (automatically deprived of the right) to use the Program in the amounts specified in this Agreement.
3.8. Throughout the term (period) of this Agreement, the Licensor shall be entitled by law, by way of law, to control the extent and use of the Licensor’s use of the Software acquired, and to require Licensee to terminate any use of software products in volumes that exceed those specified in this Agreement.
3.9. During the entire term of this License, Licensee undertakes to notify the Licensor immediately of any copyright infringement of the Program by third parties, and assist the Licensor in the operational termination of violations, recording evidence of their availability and adequate protection of the Licensor rights.
3.10. To confirm the legality of using the Software the Licensor may give the original copies of this Agreement to the Competent Authorities at their request.
4. INFORMATION FROM THE LICENSE
4.1. The Licensee is not obliged to provide the Licensee with any suggestions, comments, or other comments (“Consumer Information”) in connection with the Software. However, the Licensor may use and include any User Information obtained from the Licensee for the improvement of the Software or other products, applications, and technologies. Accordingly, for any consumer information provided by Licensee, the Licensee grants to the Licensor (its subsidiaries and affiliates) a worldwide, non-exclusive, irrevocable, perpetual, royalty-free license for direct or indirect use, reproduction, licensing, re-licensing, distribution, manufacture, sale, and other commercial use of Information from the consumer in the Software or other Licensor’s products, programs and technologies, except for information about which the Licensee expressly stated as confidential information that not be disclosed.
4.2. Also, the Licensee agrees not to provide any information from a consumer (a) who owns information that it is the subject of intellectual property rights of any third party or (b) which is subject of license terms that require licensing or other sharing from any third party of any products.
4.3. The Software, including all intellectual property rights, are and remain the sole and exclusive property of the Licensor, of its suppliers or component manufacturers. The Licensee does not have any additional rights, powers, or interests in relation to it other than those explicitly stated in this Agreement.
4.4. The Licensee hereby agrees to prevent any unauthorized copying of the Software. Any proprietary rights to or in the Software, all copies thereof (in whole or in part and in any form), and all intellectual property rights and intellectual property rights thereunder remain unconditional property of the Licensor Company.
The Licensor shall not disclose to the Licensee any obvious or implied rights to the Licensor’s patents, copyrights, trademarks, or trade secrets, other than those expressly stated in this Agreement.
4.5. No part of the Software may be used without the licensing of all Software in accordance with the provisions of this Agreement.
4.6. For all utilities, applications, and/or components of third-party developers intended to integrate with this software, the licensing terms that are set by the developer for them are valid.
5. RESPONSIBILITY OF THE PARTIES.
5.1. The Licensor is not responsible for any further use of the Software, and the Licensee is forbidden to use this Software as a tool for distributing bulk, unauthorized recipients of email advertising (commonly referred to as “spam”). In this section, the term “mass was not authorized by the recipients of bulk emails” (Bulk Unsolicited Commercial E-mail) indicates emails advertising products or services that are sent to the list of more than 50 addresses, with the addresses do not express a direct interest in receipt of this e-mail, hacking attacks, creation, and distribution of computer virus programs, as well as for the purpose of carrying out other illegal acts and causing harm and material damage to third parties.
5.2. The Software may include a product activation module and other technologies designed to prevent unauthorized use and copying, as well as technology for managing licenses. These technologies may prevent the use of the Software products without the complete process of activation, installation, and/or management of licenses described in the program and documentation.
5.3. The Licensor reserves the right to periodically make sure that the terms of the Agreement are not violated.
5.4. In no event shall the Licensor be liable for any incidental, special, direct, indirect, or consequential damages resulting from the use of this license or in connection with this license. In no event shall the Licensor be liable for any direct, indirect, incidental, special or indirect damages, whatever they may be (including without limitation the loss of the lost commercial benefit, interruptions in commercial activity, leakage of commercial information or any other material damage), whatever their cause and circumstances (including negligence or other violations of civil rights) arising out of operation or not the possibility of exploitation of this Software product, even if the Licensee has been notified of the likelihood of such damage.
5.5. In the event of default of the obligations stipulated in clauses 3.2., 3.4 of this Agreement, Licensee pays in favor of the Licensor a fine of 1000 (one thousand) amounts of the value of the Software acquired by the Licenseе.
5.6. The validity of this Agreement is terminated (the Licensee is deprived of the right to use the software products) in accordance with the decision of the Licensor, in case of multiple (two or more times) violation by Licensee of the obligations stipulated by Section 3 of this Agreement.
6. JURISDICTION AND PROCEDURE FOR SOLVING DISPUTES.
6.1. This Agreement is governed by the law of Ukraine.
6.2. In order to resolve conflicts arising in connection with this Agreement or as a result of this Agreement, the parties clearly agree that consideration should be made only on the territory of Ukraine, as well as, in addition, the present parties express consent to exclusive jurisdiction courts of Ukraine.
7. WITHOUT ADDITIONAL WARRANTIES
7.1. The Licensor does not provide any implied warranties. Software products are shipped “as is” without any additional commitments or warranties. The Licensor disclaims all implicit warranties, whether explicit or implicit, including, but not limited to, possible warranties of merchantability and fitness for a particular purpose, as well as any warranties of infringement of the law with respect to this software product. In addition, the Licensor does not guarantee that this software product will meet the requirements of the Licensee, or that the software products will fail without fail in all 100% of cases or will not contain errors, or these defects in this software will be corrected.
8. THE OTHER CONDITIONS.
8.1. Each Party has the right to terminate this Agreement by sending an appropriate notice to the other Party not less than 1 (one) month before the termination. The License Agreement is deemed to be terminated from the date indicated in the notification. By the time of termination, all financial obligations between the Parties must be fulfilled, which is confirmed by an act of the termination of this Agreement.
8.2. The inability of either party to comply with any provision of this Agreement does not mean waiving this provision or from the right to request compliance with this provision.
8.3. This Agreement establishes a single agreement between the parties regarding the use of the software in the form of the applied computer program “KANO MDM”.
8.4. The validity of this Agreement shall be terminated immediately without notice from the Licensor or the court decision if Licensee fails to comply with any of the terms of this Agreement.
8.5. Upon termination of this Agreement, Licensee must remove or destroy all copies of software products.
8.6. This Agreement implies full agreement and agreement between the parties in relation to the Software and has priority and includes all prior oral and written agreements and negotiations between them in relation to the subject matter of this Agreement.
8.7. This End-User License Agreement is placed in the public domain on the Licensed Web site at https://kanosoftware.com/home/