Last updated: October 10, 2016
These Terms govern your use of the Software COMPETERA ® (hereinafter referred to as the “Software”) as well as the use of, and access to, the Licensor’s official website www.competera.net including all other domains owned and operated by COMPETERA (hereinafter collectively referred to as the “Site”).
In order to lawfully use the Software COMPETERA ® and the Site, you shall read carefully and accept the present Terms. In order to lawfully use the Software COMPETERA ® you shall sign a Licence agreement with the Licensor.
The “Software” shall mean the software under the trademark COMPETERA ®.
You agree to be bound by these Terms by:
If you have entered into a separate Licence agreement with COMPETERA LIMITED, then, in case of any discrepancies or inconsistencies, the terms and conditions of such separate Licence Agreement shall prevail over the present Terms.
The Software shall become available to the Licensee in accordance with the terms of respective Licence agreement signed between Licensor and Licensee (hereinafter referred to as the “Licence agreement”). You will be granted access to the Software COMPETERA ® once you:
Subject to the compliance with terms of Licence agreement including without limitation the payment of the applicable Licence Fee the Licensor grants you a non-exclusive, non-transferable and non-sublicensable Licence to use the Software and Licence rights to Support and Upgrade the Software during the subscription term according to the terms and conditions specified in the Licence agreement signed between you and the Licensor.
“Licence” means the Licence rights to a configuration of the Software which shall be adjusted by the Licensor based on the Licensee’s individual requests and options.
You are entitled only to those rights with respect to the Software, which are expressly granted by the Licence agreement signed between you and Licensor.
The Licence shall become effective upon signing respective Licence agreement with Licensor and payment by the Licensee of the applicable Licence Fee unless other terms are specified in the Licence agreement.
By using the Software, you agree that you WILL NOT:
You hereby undertake to prevent any illegal use of your personal account by the third parties and undertake not to transfer your personal account details (login and password) to any third parties.
The Licensor grants you the Level of Support and upgrade as specified in the Licence agreement between you and the Licensor.
The use of the Software is subject to the Licence Fee that should be paid on the terms and conditions as stipulated in Licence agreement. The terms of Licence Fee payment are specified in respective Licence agreement signed between you and Licensor. The payment of Licence Fee is a compulsory condition for granting the license rights specified in Licence agreement.
The Licence Fee consists of Activation (Setup) and Subscription Fees. The Activation Fee shall be agreed by the Parties on an individual basis. The Subscription Fee shall depend on the volume and configuration of the Software used by the Licensee during the subscription period and support and upgrade level agreed between Licensee and Licensor in Licence agreement. The Activation fee and the Subscription fee shall be specified in Licence agreement.
Unless otherwise provided in a separate Licence agreement, the Licence Fee is net of VAT and other taxes. The Licensee shall pay all bank and correspondent bank fees at its own cost on top of the Licence fee.
The Licence Fee paid by the Licensee is non-refundable in any circumstances, except in warranty cases specified below.
The use of free trial version of the Software is not subject to the Licence Fee.
In the event of your breach of any terms and conditions of our Payment Policy, COMPETERA reserves the right to suspend your Licence and access to the Software until all such breaches are remedied.
The Licensor retains all right, 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. The Licensee may not remove any product identification, copyright, trademark or other notice from the Software. The Licensor reserves any rights not expressly granted to the Licensee.
By contrast, all data and information developed by the Licensee, when the Software is lawfully used under the Licence terms and conditions, shall belong to the Licensee. The Licensor may not disclose, use or transfer them to any third party without prior written approval by the Licensee.
“Confidential Information” means all proprietary or confidential information that is disclosed to the recipient (“Recipient”) by the discloser (“Discloser”), and includes, among other things (i) 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; and (ii) as to Licensor, and its licensors, the Software. 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 and without obligation of confidentiality; (d) is independently developed by or for Recipient without use of the Confidential Information. Recipient may not disclose Confidential Information of Discloser to any third party or use the Confidential Information for any other purposes, except as for the cooperation within these Terms, without written concent of Discloser. Besides of that, Confidential Information can be disclosed to a competent authority if it is required by applicable law or court order with the prior written notice to Discloser.
All personal data provided by the Licensee for the purpose of exercising licence rights are confidential. The Licensor shall provide the same level of protection for personal data received from the Licensee under the present Terms, as provided for its own personal databases. The Licensor may not disclose any personal information provided by you for the purpose of exercising license rights, to any third parties, unless such a disclosure is required by law.
All data and information obtained by the Licensee as a result of use of the Software including the results of benchmark tests of the Software are confidential. You MAY NOT disclose any such data, information and results of the Software to any third party.
You hereby undertake to keep Your personal account details (login and password) confidential. You may not transfer Your personal account details (login and password) to any third parties.
COMPETERA LIMITED shall have the right to mention your name (logo and/or your Trademark) to the third parties while promoting its services and/or Software on the market without disclosing Confidential Information.
Confidentiality of information is maintained at all times during the term of validity of these Terms of Service, plus ten (10) years after its expiration or termination.
These Terms shall be governed by the laws of Cyprus.
The Parties shall endeavour to resolve all disputes arising during the term of validity of these Terms by way of negotiations. If the Parties fail to settle a dispute in an amicable way, such dispute regardless of its nature shall be resolved by courts in accordance with the applicable laws of Cyprus. The courts of Cyprus shall have the compulsory jurisdiction to settle any disputes which may arise out of or in connection with these Terms.
To the extent permitted by applicable law, the Software is provided to Licensee “AS IS” without any warranty, whether express or implied, that Software usage will be uninterrupted and that all errors have been or can be eliminated from the Software. The Licensor’s sole liability (and Licensee’s exclusive remedy) for any breach of this warranty shall be, in the Licensor’s sole discretion, to use commercially reasonable efforts to provide the Licensee with an error correction or workaround which corrects the reported nonconformity, to provide Software upgrades with corrected errors for the upcoming Software release or service pack, or, if the Licensor determines such remedies to be impracticable, within a reasonable period of time to terminate the Agreement and refund Licence fee paid for the period of nonconformity.
The limited warranty shall not apply to warranty claims arising out of or relating to: (a) use of the Software with hardware or software not supported by the Software according to its documentation; (b) defects in the Software due to accident, abuse or improper use by the Licensee; or (c) Software provided on a no charge or non-commercial trial use basis, if any.
THE LICENSOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RELATING TO, OR ARISING OUT OF, THIS AGREEMENT, SUPPORT OR 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. THE LICENSOR’S TOTAL LIABILITY FOR DAMAGES OF ANY KIND IS LIMITED TO THE AMOUNT OF TOTAL FEES PAID FOR THE LICENCE FOR THE APPLICABLE SOFTWARE GIVING RISE TO SUCH DAMAGES.
The Licensee acknowledges that any misuse or threatened misuse of the Software will cause immediately irreparable harm to Licensor for which there is no adequate remedy at law. Accordingly, the Licensee agrees that Licensor IS entitled to immediate and permanent injunctive relief from a court of competent jurisdiction in the event of such breach or threatened breach.
COMPETERA LIMITED reserves the right to unilaterally amend and/or change these Terms. In such a case the updated version of the Terms shall prevail over the previous one.
These Terms shall commence upon your acceptance of the present Terms in any manner as set forth in Section “General Provisions”.
These Terms are terminated automatically if you fail to comply with any of its Conditions and/or stop using the Software. However, no such termination shall relieve you of the obligation to pay the Licence fee for the period during which you actually used the Software. In the event of any termination of the Terms, your payment obligations cease to be in force on the date of payment by you of all respective Licence fees in accordance with COMPETERA Payment Policy.
The Licensor reserves the right to suspend your Licence and access to the Software if you breach any condition of our Payment Policy until all the breaches and infringements are remedied.
The Licensor may suspend your access to the Software and terminate the present Terms without any notice if:
Confidentiality provisions set out therein will remain in force for ten (10) years after the expiration or termination of the Terms.
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