Last updated: June 3, 2019
The present Licence Agreement (hereinafter referred to as the “Agreement”) represents a legal agreement between You and Competera, hereinafter combined referred to as “Parties” and separately “Party”.
You express your consent to enter into and to be bound by the terms and conditions of this Agreement by payment of an invoice (hereinafter referred to as the “Invoice”) with the reference (link) to this Agreement. The Agreement will be deemed to be concluded between Competera entity issuing the Invoice and Your entity paying the Invoice, or Your entity on behalf of which the Invoice is paid.
This Agreement shall become effective between Competera and You on the date Competera receives the payment of the Invoice (hereinafter referred to as the “Effective date”) and the terms of this Agreement shall govern relationships between You and Competera in relation to a licence to use Competera Competitive Data Software (hereinafter referred to as the “Software”).
1.1. Subject to the terms of this Agreement, including without limitation the prepayment of the applicable licence fee (hereinafter referred to as the “License Fee”), Competera will grant You a limited, non-exclusive, non-transferable, non-sublicensable licence to use the Software (hereinafter referred to as the “License”) for the period specified in the Invoice (hereinafter referred to as the “Subscription term”) and create respective account to access the Software (hereinafter referred to as the “Account”). Competera will provide information about compatibility of the Software under Your request.
1.2. The Software configuration is as indicated in the Invoice.
1.3. A person authorized to use Your Account may request Competera to improve configuration of the Software in writing. In such case, Competera will issue additional invoice to cover respective changes to the configuration of the Software. By payment of such additional invoice You provide the consent to such changes to the Software configuration. The changes will be implemented once the payment of such additional invoice is received. Any changes to the Software configuration that decrease Licence Fee are not allowed.
1.4. You shall provide Competera with information necessary for the adaptation of the Software according to the Software configuration in format and within the term agreed by the Parties.
1.5. You may not:
2.1. The amount of the Licence Fee is defined in the respective Invoice.
2.2. The License and access to the Software will be granted once Competera receives prepayment of the Licence Fee specified in the Invoice.
2.3. You shall cover all banks and correspondent banks' commissions at your own costs on top of the License Fee.
3.1. Competera retains all rights, title and interest to the Software and all related intellectual property and proprietary rights. The Software is protected by applicable copyright, trade secret, industrial and other intellectual property laws. You may not remove any product identification, copyright, trademark or other notice from the Software. Competera reserves any rights not expressly granted to You.
3.2. “Confidential Information” means all proprietary or confidential information that is disclosed to one Party (“Recipient”) by another Party (“Discloser”), and includes any and all information relating to products or services provided by a Discloser, its financial information, software code, flow charts, techniques, specifications, development and marketing plans, strategies, and forecasts. The Confidential Information does not include information that Recipient can show: (a) was rightfully in Recipient's possession without any obligation of confidentiality before receipt from the Discloser; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third party without violation of a duty of confidentiality; (d) is independently developed by or for Recipient without use of the Confidential Information; or (e) is required to be disclosed by applicable law or court order. Recipient may not disclose Confidential Information of Discloser to any third party or use the Confidential Information in violation of this Agreement.
4.1 To the extent permitted by applicable law, the Software is provided “AS IS” without warranty, either expressed or implied, that Software usage will be uninterrupted and that all errors have been or can be eliminated from the Software. Competera sole liability for any breach of this warranty shall be limited to use of commercially reasonable efforts to provide You with an error correction or workaround which corrects the reported nonconformity, to provide the Software upgrades with corrected errors for the upcoming Software release or service pack.
5.1. COMPETERA IS NOT LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT, SUPPORT, THE SOFTWARE (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST COMPUTER USAGE TIME AND DAMAGE TO, OR LOSS OF USE OF DATA CONSIDERED AS INDIRECT LOSS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH DAMAGES RESULT FROM A CLAIM ARISING UNDER TORT OR CONTRACT LAW. COMPETERA TOTAL LIABILITY FOR DAMAGES OF ANY KIND IS LIMITED TO THE AMOUNTS PAID FOR THE LICENSE TO THE APPLICABLE SOFTWARE GIVING RISE TO SUCH DAMAGES.
6.1. Either Party shall not be held liable for non-performance or undue performance of the obligations under this Agreement, should such non-performance or undue performance be caused by such circumstances as a fire, flood, hostilities, acts of government and other circumstances beyond the control of Parties, interfering the performance of this Agreement.
6.2. Parties undertake to inform each other in writing about the circumstances beyond the Parties control as soon as the fact becomes known to the Party.
7.1. The Agreement is valid during the Subscription term indicated in the Invoice
7.2. Competera may terminate the Agreement with immediate effect if You breach any provision of the Agreement and in such case the Licence Fee will be not refunded.
7.3. Competera may terminate the Agreement for convenience with 30 days advance written notice to You without stating any reason and in such case unused part of the Licence Fee will be refunded to You.
7.4. You may terminate the Agreement for convenience without stating any reason by 10 days advance written notice to Competera during first 3 month of the Subscription term and by 30 days notice thereafter. Licence Fee will be not refunded in case of termination by You.
7.5. Termination of the Agreement results in termination of the License and access to the Software.
8.1. Competera reserves the right to mention/specify Your name and/or logo and/or trademark and/or case studies connected to You to third parties while promoting the Software on the market and this shall not be deemed as a breach of the confidentiality obligation.
8.2. You hereby undertake to prevent any illegal use of the personal Account by third parties and shall undertake not to transfer Your personal Account login and password to any third parties.
8.3. You hereby acknowledge that any misuse or threatened misuse of the Software will cause immediately irreparable harm to Competera for which there is no adequate remedy at law. Accordingly, You agree that Competera is entitled to immediate and permanent injunctive relief from a court of competent jurisdiction in the event of such breach or threatened breach.
8.4. This Agreement along with Invoice constitutes the entire agreement between Competera and You and supersedes all prior and contemporaneous agreements, arrangements, negotiations and understandings between the Parties, whether oral or written, relating to the subject matter hereof. The Agreement is only between You and Competera and does not create rights for third parties.
8.5. Headings are used in this Agreement exclusively for convenience and shall not affect the interpretation of the Agreement provisions.
9.1. If Your entity is registered in:
9.1.1. the United States of America or Canada the Agreement shall be governed by and construed in accordance with the laws of the State of California and the courts of the State of California shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement;
9.1.2. the European Union or in the other EMEA country the Agreement shall be governed by and construed in accordance with the laws of the Republic of Cyprus and the courts of the Republic of Cyprus shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement;
9.1.3. one of the APAC countries, the Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore and the courts of the Republic of Singapore shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement;
9.1.4. neither of the regions indicated under the 9.1.1. - 9.1.3. above, the Agreement shall be governed by and construed in accordance with the laws of the country where Competera entity issuing the Invoice is incorporated and the courts of such country shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
9.2. The prevailing Party in any adjudicated dispute is entitled to recover its reasonable attorneys’ fees and other costs incurred in connection with the dispute, in addition to any other relief to which that Party may be entitled.
10.1. Competera may from time to time amend this Agreement or add terms to this Agreement.
10.2. You will be bound by the terms and conditions of the Agreement version which was relevant on the Effective date.
10.3. Competera will inform you about the changes and amendments either via: (i) e-mail notice, (ii) notice on the website, (iii) information notice in the Software.
10.4. The Invoice may contain modifications that are applicable only to the Agreement with the addressee of such Infovoice.
PRIOR VERSIONS OF COMPETERA LICENCE AGREEMENT are available here.
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