WEBCON

TERM OF USE
end user license agreement

Read the current end-user license agreement (EULA) of all editions of WEBCON BPS

Information on the License Agreement

Thank you for choosing our software.

Please read provisions of the following License Agreement carefully before installing, copying and/or otherwise making use of our product – WEBCON software. All provisions of this License Agreement are important and regulate the terms and conditions of making use of the WEBCON software. The WEBCON software may be installed, copied or otherwise made use of only on the basis of and in accordance with the terms and conditions set forth in the License Agreement.

The License Agreement is an agreement between the Licensee who has obtained or is subscribing to or making use of the license for the WEBCON software, and WEBCON company. The provisions of the following License Agreement shall apply to the WEBCON software, the Documentation as well as the media on which the WEBCON software is located, if any. They shall apply to the updates, additions, supplements and Internet-based services for the WEBCON software, provided by and originating from WEBCON, unless special provisions stipulate otherwise.

If you do not agree to make use of the WEBCON software in accordance with the terms and conditions set forth in the License Agreement, do not install, copy or make use of this software in any other manner. Instead, you should return the copy of the WEBCON software, if you have any, to the retailer or other supplier or return the license key to the party from whom you obtained it, for a price refund, and remove the WEBCON software from your device notifying WEBCON thereof within 5 days of the removal. The License Agreement between the Licensee and WEBCON company may be made through a WEBCON Partner. The Agreement made by you and the WEBCON Partner is an agreement for a performance (license provision) by WEBCON as a third party.

Please note that the foregoing introduction is for information purposes only and shall have no effect on the provisions of the agreements between the Licensee and WEBCON company or a WEBCON Partner. The terms and conditions of license provision are set forth in the provisions of the License Agreement only.

Should you have any concerns or queries relating to the Software or this License Agreement, please contact WEBCON company by email sending a message to: licencje@webcon.pl.

General License Terms and Conditions

1. Definitions

1.1 Affiliate – a company where the Licensee holds, directly or indirectly, more than fifty percent of the votes or interests or shares in its share capital, unless the Order or the Subscription Agreement stipulate otherwise. Each such entity shall be deemed to be an Affiliate but only for as long as it meets the requirements set forth in the License Agreement, the Order or the Subscription Agreement. The Software shall be Used by the Affiliate under a sub-license granted to the Affiliate by the Licensee under a separate agreement and subject to the limitations set forth in this License Agreement.

1.2 CAL License – the license assigned to the License Key under which the Licensed User is authorised to make use of the Software within the Environment (Software Use) to the extent specified for the particular license type. The types, terms and conditions of making use, scope of the Licensee’s authorisations and the limitations for the particular types of the CAL Licenses are specified in Annex No. 1 to this License Agreement.

1.3 Confidential and Privileged Information – (i) concerning WEBCON: the Software, Documentation and each and every full or partial copies thereof, Concepts of the Software, Environment Database and any other third-party software licensed together with or within the Software, and (ii) information considered confidential for valid reasons and privileged information of WEBCON company or the Licensee or their licensors.

1.4 Copy of the Software – each and every reproduction of the Software or its components saved on a physical medium (e.g. CD, DVD, memory stick) or in the form of an electronic copy.

1.5 Correction – release of the Software that contains minor and insignificant changes, made predominantly in order to eliminate incorrect operation of or optimise the operation of the Software. A Correction is indicated by the digit following the third dot of the number (e.g. for 1.3.142, the Correction number is 142). A Correction is made within a Version and Release.

1.6 Database Engine – a Microsoft SQL Server database engine applied to operate the Environment Database. The Database Engine license shall be granted under a separate agreement. The Database Engine shall not be part of the Software.

1.7 Educational Institution – an entity engaging primarily in educational activities or being a school of higher education within the meaning of generally applicable law.

1.8 Environment Database – an organised set of data structured following specific systematics or method, available individually with the use of the Software, created, processed and used by the Licensee (or External Users authorized by the Licensee) making use of the Software assigned to the Environment concerned and stored and processed with the use of Units and other hardware elements assigned to the Environment. The Environment Database shall include in particular the databases of configuration, content, attachments and archive.

1.9 Documentation – standard Software technical documentation, saved on any media or in electronic form, containing in particular printouts, data models, schemes, diagrams, specifications, instructions or full or abbreviated copies of the aforementioned documents.

1.10 Edition – edition of the Software indicating its functionalities (e.g. Express, Standard or Enterprise). Editions may differ in the licensing method. A detailed description of the Edition functionalities and licensing methods is provided in the Licensor’s commercial materials or offers.

1.11 DEMOEdition – Software intended for Non-productive Use only, made available free of charge, for demonstration purposes. The DEMO Edition shall be active for a period of 90 days. Unless a separate agreement made between the Licensee and the Licensor expressly stipulates otherwise, it is prohibited to Use the Software in the DEMO Edition and the EXPRESS Edition simultaneously; and it is prohibited to use more than one DEMO Edition by one Licensee simultaneously.

1.12 Environment – a set of functionally interconnected elements of the Software assigned to one License Key.

1.13 EXPRESS Edition – Software intended for Productive Use and Non-productive Use, made available free of charge. The EXPRESS Edition shall be active until the Environment Database exceeds the size of 10 GB. Unless a separate agreement made between the Licensee and the Licensor expressly stipulates otherwise, it is prohibited to use the Software in the DEMO Edition and the EXPRESS Edition simultaneously; it is prohibited for one Licensee to use more than one EXPRESS Edition simultaneously.

1.14 License Agreement – this agreement regulating the rights and obligations of the Licensor and the Licensee concerning the licensed Software, together with all annexes and amendments hereto.

1.15 Licensee – the party to the License Agreement to whom the Licensor grants a license to make use of the Software and the Documentation. The Licensee’s particulars are specified in the Order or the Subscription Agreement.

1.16 License Key – cryptographically secured set of data in electronic form, individually assigned to a Licensee, specifying the number and type of the Software licenses held or subscribed to by the Licensee, required to launch the Software, and containing information making it possible to make use of the Software upon the terms and conditions of the License Agreement.

1.17 Licensed End User – a Named End User Using the Software under a CAL License or Using the Software in the EXPRESS Edition or the DEMO Edition.

1.18 Licensee’s Client – a third party for which the Licensee or its Affiliate provides services or other performances during the course of conducting its core business activities, under separate agreements made by the Licensee or its Affiliate with such entity.

1.19 Location – location at which the Software elements under the Server Licenses and the Environment Database are installed. The Location is specified in the Order or the Subscription Agreement, and in the absence of separate arrangements: (a) where the Software licenses are purchased under an Order, the Location shall be the Licensee’s registered office specified in the Order or (b) where the Server Licenses are granted under the Subscription Agreement, the Location is any place indicated in the Subscription Agreement. The Software components other than specified in sentence 1 above, may be installed at any locations.

1.20 Modification – shall mean any change of the Software which results in a change of the source code or interferes with the structures of the Environment Database by changing the definitions of the tables, functions, procedures and database objects provided by the Licensor or inserting or updating any records in the Environment Database in a manner other than making use of the standard functionality of the Software or the Software Development Tools (in particular by triggering the insert or update T-SQL commands).

1.21 Named End User – a natural person who has Used the Software in the manner that resulted in making a record to the Environment Database. Any (direct and/or indirect) access to the Software which results in recording information about an operation made by a user (such as but not limited to launching or accepting workflow instances, using a transition path, triggering an action, entering or modifying or deleting data on forms) in the Environment Database and signed with the login and the time of operation, shall require the Named End User to hold a CAL License assigned to it, otherwise (i.e. in the absence of an assigned CAL License) it shall be an infringement of this License Agreement.

1.22 Non-productive Use – Use of the licensed Software only for the purposes of internal training of Licensed End Users, to familiarise them with the use of the Software; this term shall also mean the Use for the purposes of internal testing or development work supporting the environment of Productive Use possessed by the Licensee.

1.23 Order – a separate document containing the Licensee’s statement on its intention to make the License Agreement with the Licensor (or amend the agreement which was already made) the subject of which is to make use of the Software specified in the Order. The Order shall contain, inter alia, identification of the Software Version and Edition, type and number of the licenses granted, amount and conditions for making the Payment. Where an Order is placed through a WEBCON Partner, the Order may be detailed under a separate cooperation agreement between the WEBCON Partner and the Licensor.

1.24 Outsourcing – making use of or access to the Software for the purpose of handling commercial operations of a Third Party, rendered to the Licensee or its Affiliate for the purpose of performing certain elements of the Licensee’s core business activities, entrusted to the Third Party under the applicable agreements made between the Licensee and the Third Party.

1.25 Pricelist – the official pricelist of the WEBCON software published on the support.webcon.com portal.

1.26 Program Concepts – concepts, techniques, ideas and know-how, expressed in any computer programs or modules which form part of the Software, together with their structure, sequence and organisation.

1.27 Payment – fee for the licenses granted by the Licensor the amount and the terms and conditions of which are set forth in the Order or the Subscription Agreement.

1.28 Productive Use – Use of the Software for the purposes of the Licensee’s business, statutory or legally defined activity, including Outsourcing and Use of the Software by the Licensee’s Clients.

1.29 Process – an organised arrangement of configuration elements available within the Software, created by means of the Software Development Tools, constituting a functional whole. The process may comprise one or many: workflows, form types, form rules, business rules, constants, templates for e-mail notifications and mass notifications, action templates. The configuration elements listed in the preceding sentence function within the Process within a common set of form fields, where the number of fields of a particular type is limited in accordance with the properties of the Software. The Process is clearly identified within the configuration tree of the WEBCON BPS Designer Studio.

1.30 Release – release of the Software containing minor changes and improvements in the Software functionalities. A Release is labelled with a digit placed after the second dot of its number (e.g. for 1.3.142, the Release number is 3). A Release is introduced within a Version.

1.31 Server License – the license assigned to the License Key under which the Licensee (i) is authorised, within the Environment, to make use of the Software components (to the extent specified for the particular license type) which require, for their functioning, installation on the Windows Server operating system or (ii) is authorised to make use of the components extending the Software functionalities to the extent specified for the particular license type. The types, terms and conditions of exercising, scope of the Licensee’s rights and the limitations for the particular types of the Server Licenses are specified in Annex No. 1 to this License Agreement.

1.32 Software – any computer programs and their elements, made available to the Licensee to make use of under this License Agreement made with Licensor and Orders or Subscription Agreements, which are part of the WEBCON BPS (WEBCON Business Process Suite) platform. The Software shall include (i) the Software in the Version and Edition indicated in the Order together with the Releases and Corrections made available by the Licensor to that Version; (ii) in the case of using the Software under a Subscription Agreement – the Versions published during the Subscription Period together with the Releases and Corrections made available by the Licensor to these Versions; and (iii) any full or partial copy or replacement of the above.

1.33 Software Development Tools – the WEBCON BPS Designer Studio application which is part of the WEBCON BPS platform, available optionally and subject to a license, the WEBCON BPS Designer Desk application, available optionally and subject to a license, the WEBCON BPS SDK Framework package available optionally and subject to a license, as well as the SOAP and REST webservices available in the WEBCON BPS platform standard, enabling the Licensee to extend Software functionalities without interference with its source code (enabling changes which do not constitute Modifications).

1.34 Software’s Pricelist Value – total value of the Software, calculated as a sum of a) the number of all licenses purchased by the Licensee under given License Agreement and b) their prices indicated in the Pricelist valid on the date of placing the given Order.

1.35 Subscription Term – the time specified in the Subscription Agreement for which a license is granted for making use of the Software.

1.36 Subscription Agreement – a separate agreement made between the Licensor and the Licensee under which the Licensee shall in particular obtain a license to make use of the Software upon the terms and conditions set forth in the Subscription Agreement and the License Agreement. The Subscription Agreement shall contain in particular identification of the target number of Licensed End Users, type of licenses granted, amount and terms and conditions of making the Payment, as well as identification of the Subscription Term. The Subscription Agreement shall replace the Order.

1.37 Third Party – an external entity not being an Affiliate, who requires access to the Software in connection with the provision of services or other performances for the Licensee or its Affiliate, within the scope of the elements of the Licensee’s or its Affiliate core business activities which were entrusted to it, including the Licensee’s auditors, distributors and suppliers. Third Parties shall make use of the Software under a sub-license granted to the Third Party by the Licensee under a separate agreement and subject to the limitations indicated in this License Agreement.

1.38 External User – a Named End User who is a member of the personnel of a Third Party or of the Licensee’s Client.

1.39 Unit – each single computer or device on which the Software components are installed which require for their functioning the installation on the Windows Server operating system, including a computer or device on which the Environment Database is installed.

1.40 Use – making use of the Software through any, direct or indirect installation, realization, exploitation, making use of, storage, displaying of the Software, getting access thereto and making use of its functions.

1.41 Version – release of the Software containing significant changes in the Software functionalities, including significant extensions of its functions. A Version is labelled with the first four digits of its number (e.g. for 1.3.142, the Version number is 2021).

1.42 WEBCON, WEBCON company, Licensor WEBCON spółka z ograniczoną odpowiedzialnością, with its registered office in Kraków, address: ul. Babińskiego 69, 30-393 Kraków, entered in the register of entrepreneurs of the National Court Register (KRS) kept by the District Court for Kraków-Śródmieście in Kraków, XI Commercial Division of the KRS, under KRS No. 0000349649, holding tax ID No. NIP: 6762414097.

1.43 WEBCON Partner – a legal person or organisational unit without legal personality or a natural person, cooperating with the Licensor under a separate agreement, who intermediates in the Licensee and the Licensor conclusion of the License Agreement and who collects the Payment from the Licensee, agreed its final amount therewith. The Licensee’s failure to make the Payments agreed with the WEBCON Partner shall equal non-performance of the obligation to make the Payments under the License Agreement.

1.44 Whenever reference is made in this License Agreement to the personnel of an entity (including the personnel of the Licensee, Affiliate, Third Party, Licensee’s Client), this shall be understood to mean natural persons within the organisational structure of the entity and providing performances to it for the purposes of the business activities conducted by the entity, being (i) employees within the meaning of generally applicable labour law, (ii) natural persons not conducting business activities, providing, on a regular and continued basis, to the Licensee, services or other performances under civil-law contracts for the provision of services, project contracts and managerial contracts, (iii) natural persons operating on single proprietorship basis and not hiring employees, providing, on a regular and continued basis, to the Licensee, services or other performances under civil-law contracts for the provision of services, project contracts and managerial contracts.

1.45 Whenever reference is made in this License Agreement to subscribing to a license or subscribing to the Software, this shall mean making use of the Software under a license obtained by the Licensee under the Subscription Agreement made with the Licensor.

1.46 The technical terms in this License Agreement (in particular such as form, transition path, action) shall have the meanings as given to them in the Software technical documentation, unless expressly defined otherwise in the provisions of this License Agreement.

2. General Provisions. Conclusion of the License Agreement

2.1 Upon the terms and conditions set forth in the Order or the Subscription Agreement and the License Agreement, the Licensor grants and the Licensee accepts a non-exclusive, paid license for the Use of the Software at a specified place, i.e. at the Location, for the purpose of Productive Use and Non-productive Use. Under the License Agreement and during its term, the Licensor agrees to make available to the Licensee the License Key, a Copy of the Software (in the form of executable code only) and the Documentation, in the form and number agreed with the Licensee, and the rights to the Copy of the Software and counterparts of the Software and the Documentation delivered or created under the License Agreement shall remain with the Licensor, which applies in particular to the copyright and the right of ownership.

2.2 Where the License Agreement is made under an Order:

2.2.1 Where, at the time of placing the Order no License Agreement made between the Parties is in force under which the License Key is made available to the Licensee – the License Agreement shall be made upon the Licensor making available the License Key for the Licensee to download in the performance of the Order;

2.2.2 Where, at the time of placing the Order any License Agreement made between the Parties is in force, under which the License Key was made available to the Licensee – the License Agreement shall be concluded (or the License Agreement applicable to date shall be amended in accordance with the provisions of the Order) upon the Licensor making available the updated License Key for the Licensee to download.

2.3 SUBJECT TO THE PROVISIONS OF THE ORDER OR THE SUBSCRIPTION AGREEMENT AND TO THE EXTENT AGREED FOR THE TYPE OF LICENSE CONCERNED, THE SOFTWARE LICENSE SHALL BE GRANTED ON THE FOLLOWING FIELDS OF USE:

2.3.1 PERMANENT OR TEMPORARY REPRODUCTION AND FIXATION OF COPIES OF THE COMPUTER PROGRAM IN WHOLE OR IN PART BY ANY MEANS AND IN ANY FORM, FOR OWN NEEDS ONLY, INCLUDING ALSO SAVING IN COMPUTER MEMORY, INSTALLATION, DISPLAY, APPLICATION AND STORAGE;

2.3.2 CONFIGURATION OF THE SOFTWARE UPON THE TERMS AND CONDITIONS SET FORTH IN THE LICENSE AGREEMENT AND OTHER AGREEMENTS MADE BY THE LICENSOR WITH THE LICENSEE;

2.3.3 Making use of THE FUNCTIONS OF THE SOFTWARE FOR THE PURPOSES OF CONDUCTING BUSINESS ACTIVITIES;

2.3.4 MAKING TRAINING COPIES FOR THE NEEDS OF LICENSED END USERS;

2.3.5 MAKING ARCHIVE COPIES OF THE SOFTWARE;

2.3.6 MAKING BACK-UP COPIES OF THE SOFTWARE.

2.4 THE LICENSE FOR MAKING USE OF THE DOCUMENTATION AS AID IN USING THE SOFTWARE IN A MANNER IN COMPLIANCE WITH THE LICENSE AGREEMENT, IN ORDER TO EXERCISE THE RIGHTS THEREUNDER AND IN ORDER TO USE OF THE SOFTWARE, SHALL COVER THE FOLLOWING FIELDS OF USE:

2.4.1 REPRODUCTION IN WHOLE OR IN PART BY ANY MEANS AND IN ANY FORM, FOR INTERNAL NEEDS ONLY, INCLUDING ALSO SAVING IN COMPUTER MEMORY, RECORDING, STORAGE, DISPLAY AND MAKING ELECTRONIC COPIES OF THE DOCUMENTATION AVAILABLE;

2.4.2 MAKING TRAINING COPIES FOR THE NEEDS OF THE LICENSED END USERS;

2.4.3 MAKING AN ARCHIVE COPY OF THE DOCUMENTATION.

2.5 WHERE THE Software IS USED EXCLUSIVELY IN A MANNER WHICH DOES NOT RESULT IN RECORDING IN THE Environment Database (ACCESS TO THE Software IN THE INFORMATION READING MODE), THE Licensee SHALL BE AUTHORISED TO MAKE USE OF THE Software BY ANY NUMBER OF NAMED END USERS WITHOUT ASSIGNED CAL LicenSES, ON THE FOLLOWING FIELDS OF USE:

2.5.1 SAVING IN THE COMPUTER MEMORY;

2.5.2 DISPLAY AND APPLICATION;

2.5.3 MAKING USE TO GET ACCESS TO THE DATA IN THE Environment Database.

2.6 In making use of the Software under clause 2.5. above, in no circumstances shall any Use allowed which results in a recording in the Environment Database, in particular editing a form, using a transition path, launching an action.

2.7 Where the DEMO Edition is made available to the Licensee, the Licensee shall only be authorised to Non-productive Use (in particular to tests and check the Software functionalities).

2.8 Unless the provisions of the Order, the Subscription Agreement or the annexes to this License Agreement provide otherwise, under the License Agreement the Licensee is authorised to make use of the Software worldwide.

2.9 Unless the provisions of the Order or the Subscription Agreement expressly provide otherwise, after the Licensor receives an Order or after the Subscription Agreement is made, the Licensor shall grant the License Key to the Licensee, and until the Licensee makes the full Payment in accordance with the provisions of the Order or the Subscription Agreement – the Licensor shall grant a temporary License Key to the Licensee.

2.10 The temporary License Key shall be valid until whichever occurs earlier:

2.10.1 until the lapse of 45 days of its granting by the Licensor, but no shorter than until the expiry of the deadline for making the Payment in accordance with the provisions of the Order or the Subscription Agreement;

2.10.1 until the lapse of 5 days from the date on which the Licensee makes the full Payment in accordance with the provisions of the Order or the Subscription Agreement.

2.11 In the event the Licensee fails to make the whole Payment within the period specified in the provisions of the Order or the Subscription Agreement, the Licensor shall be authorised to terminate the License Agreement without notice. A notice of termination of the License Agreement without the notice period may be given by the Licensor by deactivating the License Key.

2.12 In the event of expiry of the License Key in accordance with the provisions of clause 2.11. above, the Licensee shall lose its authorisation to make use of the whole of the Software assigned to such License Key.

2.13 In the case where the Licensee makes the whole Payment, the Licensor shall assign the Licensee its target License Key within 5 days from the date it is made. The target License Key shall be assigned by the Licensor making available the updated License Key for the Licensee to download.

2.14 The target License Key shall be valid:

2.14.1 indefinitely – for a License Key assigned under the Order;

2.14.2 for the term of the Subscription Agreement – where the license for making use of the Software is granted to the Licensee only under the Subscription Agreement.

2.15 Subject to clause 2.16. below, the provisions of clauses 2.9.-2.14. above on the granting of the License Key shall apply:

2.15.1 where on the date of execution of this License Agreement there are no other license agreements between the Parties, under which the Licensee was granted an active License Key; or

2.15.2 where on the date of execution of this License Agreement there are other license agreements between the Parties under which the Licensee was granted an active License Key – only concerning the granting to the Licensee of an additional License Key, in addition to other keys, already granted and active, if the Order or the Subscription Agreement expressly provide for granting such additional License Key to the Licensee.

2.16 If under additional Orders, amendment to the Subscription Agreement or amendments to other agreements, the Parties amend the License Agreement resulting in a modification of the scope, type or number of the licenses granted requiring an update of the License Key, the provisions of clauses 2.9.-2.14. shall apply accordingly to the update of the License Key.

2.17 In the event of any discrepancies between the provisions of this License Agreement and the provisions of Annex No. 1 to the License Agreement – list of licenses or the provisions of the Order or the Subscription Agreement:

2.17.1 the provisions of the Order or the Subscription Agreement shall apply as first,

2.17.2 the provisions of Annex No. 1 to the License Agreement – list of licenses shall apply as second,

2.17.3 the provisions of this License Agreement shall apply as last.

2.18 In each case, the declaration of intent to conclude the License Agreement shall be assumed to be made at the latest upon the Licensee downloading the License Key or the updated License Key, saving the Software or proceeding to Use the Software to any extent, whichever occurs first. The Licensee’s actions specified in the preceding sentence shall also each time equal acceptance on no-objection basis of the Software as a work of authorship.

2.19 If the license for making use of the Software is granted under a separate agreement and, at the same time, without executing an Order or the Subscription Agreement, such separate agreement shall be governed by the provisions of this License Agreement concerning the Order provided that in the event of discrepancies between the provisions of such separate agreement with the provisions of this License Agreement, priority shall be given to the provisions of Annex No. 1 do License Agreement – list of licenses, and then the provisions of this License Agreement.

3. Permitted Use and its Limitations

3.1 This License Agreement authorises the Licensee to make backup copies of the Software to the extent to which it is necessary for Using the Software in accordance with the provisions of this License Agreement.

3.2 Unless the applicable law stipulates otherwise, the Licensee shall not be authorised to undertake activities to decompile (reverse engineer) the Software.

3.3 All activities the subject of which is the Software and exceeding the scope of the authorisation granted to the Licensee under this License Agreement infringe the Licensor’s rights and this License Agreement.

3.4 Unless the absolutely applicable law stipulates otherwise, the Licensee shall not be authorised to observe, examine and test the Software to get to know its ideas and principles concerning particular elements of the Software.

3.5 Each activity of circumventing or removing technical securities or technical protection measures such as the License Key, shall be a gross infringement of the provisions of the License Agreement and shall authorise the Licensor to its termination in accordance with the terms and conditions set forth in clause 13. of this License Agreement.

3.6 The Licensee may not make any Modifications itself. Third-party technical solutions, in particular computer programs, may communicate with the Software only for the purpose of ensuring correct work with the Software and only:

3.6.1 making use of the views and procedures on the Environment Database and only for the purpose of collecting data from the Environment Database;

3.6.2 making use of the Software Development Tools – to the functional extent provided for the Software Development Tools.

3.7 The license which has been granted shall not authorise the Licensee to make use of the Software, copies of the Software, Documentation, Environment Database and other Confidential and Privileged Information beyond the scope expressly indicated in the License Agreement, subject, however, to the absolutely applicable law. The following in particular shall be prohibited:

3.7.1 granting sub-licenses, except for the Licensee to grant sub-licenses to Affiliate, Third Parties, Licensee’s Clients, as well as pupils and students of a Licensee being an Educational Institution, in accordance with the provisions of clause 6. of this License Agreement;

3.7.2 resale of the Software;

3.7.3 distribution, including the marketing of counterparts or copies, renting or lending for use;

3.7.4 Using for purposes other than expressly permitted herein, unless agreed separately with the Licensor.

The Licensee shall have the right to the methods of making use or disposal listed in the preceding sentence only after obtaining the prior separate consent from the Licensor.

3.8 Unless otherwise specified in the License Agreement, the Order or the Subscription Agreement stipulate otherwise, the Licensee may not modify or change the Software or the Documentation in any manner or by any means, including that the Licensee shall not create derivative works or Modifications. The Licensee shall have the right to make any Modifications in the Software or he Documentation only after obtaining the prior written consent from the Licensor. Where the Software or the Documentation are modified, any rights to such Modifications shall be held by the Licensor. The Licensor shall be authorised to request exclusive assignment of all rights to the Modifications by the Licensee together with the rights to copies of the Modifications free of charge.

4. Obligations of the Licensee

4.1 The Licensee is obliged to make the Payments in accordance with the provisions of this License Agreement, the Order and the Subscription Agreement.

4.2 The Licensee undertakes to keep a record of the number and place of storage of all originals and Copies of the Software.

4.3 The Licensee undertakes that in no circumstances shall the Licensee remove the information on the copyright, trademark, mark or the Licensor and other licensors (e.g. Microsoft) and other information on the reservation of intellectual property rights on all full or partial copies of the Software, Documentation or Confidential and Privileged Information in the same form and place where such information occurs on the original work of authorship.

5. Named End Users and Licensed End Users

5.1 For Editions other than the DEMO Edition and the EXPRESS Edition, all persons obtaining direct or indirect access to the Software on behalf of the Licensee (or, in the case of a sub-license, in accordance with the provisions of clause 6. of this License Agreement – on behalf of an Affiliate, Third Parties or the Licensee’s Clients) must obtain it based on the applicable CAL License, authorising such persons to Use the Software and the Documentation within the scope of the license granted to the Licensee.

5.2 For Editions other than the DEMO Edition and the EXPRESS Edition, the maximum number of Named End Users must correspond to the number of Licensed End Users specified in the Orders or the Subscription Agreement. Where the number of Named End Users exceeds the maximum number of Licensed End Users specified in the accepted Orders or the Subscription Agreement, the Licensee is obliged to immediately inform in writing the Licensor or the WEBCON Partner (if the license was purchased through the latter) and make the applicable Payments for the required additional CAL Licenses or discontinue making use of the Software to the extent exceeding the number of the CAL Licenses which have been granted.

5.3 For Editions other than the DEMO Edition and the EXPRESS Edition, the Licensor as well as the WEBCON Partner (if the license was purchased through the latter), shall be authorised to control the number of Named End Users with the use of a computer program which counts the number of active end users. The Licensee undertakes to periodically, but not more than twice in any year, to provide the Licensor, the WEBCON Partner or the entities indicated by them, access to the Environment and the Environment Database for the purposes of counting the number of active Named End Users. Upon a request from the Licensor, as well as the WEBCON Partner (if the license was purchased through the latter), the Licensee is obliged to provide a report being a part of the Software indicating the number of Named End Users. The Licensee authorises the Licensor as well as the WEBCON Partner (if the license was purchased through the latter), to access, transfer and process such data for the purposes of verification referred to in this section, and the Licensee warrants obtaining such authorization from the data subjects.

6. Transfer

6.1 The Licensee may transfer the Environment or the Environment Database from one Unit to another without an additional license fee and where such transfer concerns Server Licenses, the Licensee is obliged to notify the Licensor or the WEBCON Partner thereof (if the license was purchased through the latter) in writing within five days of such transfer. In such a case, the Environment and the Environment Database must be deleted immediately in whole from the Unit on which they were installed prior to such transfer.

6.2 The Licensee may assign the rights granted to it under the License Agreement to third parties only under an applicable license transfer agreement and when, at the same time, the Licensee:

6.2.1 notified the Licensor in writing thereof and obtained Licensor’s prior written consent;

6.2.2 ensured that the assignee confirmed in writing that they’re familiar with the provisions of the License Agreement and, at the same time, the assignee has undertaken to assume and perform all obligations under the License Agreement and that

6.2.3 the Licensee shall delete immediately any Copies of the Software and the Environment Database in whole, including also each back-up and archive copy, and

6.2.4 the Licensee shall not store any Copies of the Software, copies of the Environment Database, Documentation or Confidential and Privileged Information.

6.3 Each Affiliateof the Licensee shall be authorised to Use the Software, the Environment Database, and the Documentation provided that (i) the Licensee grants it a sub-license under a separate agreement, (ii) all Named End Users being the personnel of the Affiliate, Use the Software under CAL Licenses obtained by the Licensee, (iii) the Affiliate only makes use of the Environment, the Environment Database, and the Database Engine Used by the Licensee.

6.4 A Third Party shall be authorised to Use the Software and the Environment Database provided that (i) the Licensee has granted it a sub-license under a separate agreement, (ii) all Named End Users being the Third Party’s personnel Use the Software under WEBCON BPS User CAL or WEBCON BPS Process CAL licenses obtained by the Licensee; (iii) the Third Party only makes use of the Environment, the Environment Database and the Database Engine Used by the Licensee.

6.5 The Licensee shall be authorised to grant Third Parties sub-licenses for making use of the Software only for the purpose of Outsourcing and only provided that (i) in no circumstances shall Third Parties have access to the Software’s source code, (ii) Third Parties shall have a clear limitation to access the Software through an Internet browser or applications which are Software components, (iii) the Licensee holds the applicable licenses granted by the Licensor, (iv) in no circumstances may the Third Parties specified in this section Use the Software for its own activities, subject to the provisions of clause 6.6. below.

6.6 Notwithstanding the other provisions of this License Agreement, the Licensee shall be authorised to grant a sub-license to a Third Party for making use of the Software only to the extent necessary for providing the Third Party with the possibility of providing Outsourcing to the Licensee or its Affiliates and within the Licensee’s or its Affiliates’ business processes operated by the Software. For the avoidance of any doubt, the Parties represent that in no circumstances is the Third Party authorised to grant a further license (sub-license) for making use of the Software, except the natural persons who are members of the Third Party’s personnel.

6.7 The Licensee shall be authorised to grant Licensee’s Clients sub-licenses for making use of the Software only for the purpose of ensuring the possibility for the Licensee to provide services or other performances to the Licensee’s Clients with the use of the Software, under the core business, statutory or legally defined activities of the Licensee or its Affiliates and under separate agreements made by the Licensee or its Affiliates with the Licensee’s Clients.

6.8 The Licensee shall be authorised to grant the Licensee’s Clients sub-licenses for making use of the Software to the following extent:

6.8.1 the Licensee’s Clients shall be authorised to Use the Software only to the extent that is necessary for the Licensee or its Affiliates to provide them with services or other performances, under the core business, statutory or legally defined activities of the Licensee or its Affiliates,

6.8.2 the Licensee’s Clients may Use the Software only within the Licensee’s or its Affiliates’ business processes operated by the Software,

6.8.3 the Licensee’s Client may Use the Software only to the extent specified by the WEBCON BPS User CAL licenses obtained by the Licensee or the licenses obtained under the Subscription Agreement,

6.8.4 subject to the provisions of clause 6.8.1. and 6.8.2. above, in no circumstances shall the Licensee’s Client be authorised to Use the Software under its business, statutory or legally defined activities to provide services or other performances to third parties. For the avoidance of any doubt, the Parties represent that in no circumstances shall the Licensee’s Client be authorised to grant a further license (sub-license) for making use of the Software except the natural persons who are members of the Licensee’s Client personnel.

6.9 The Licensee’s Client shall be authorised to Use the Software and the Environment Database provided that (i) the Licensee grants it a sub-license under a separate agreement, (ii) all Named End Users being members of the Licensee’s Client’s personnel Use the Software under WEBCON BPS User CAL licenses obtained by the Licensee; (iii) the Licensee’s Client only makes use of the Environment, the Environment Database and the Database Engine Used by the Licensee.

6.10 The Licensee shall be authorised to grant the Licensee’s Clients a sub-license for making use of the Software only provided that (i) in no circumstances shall the Licensee’s Client have access to the Software’s source code, (ii) the Licensee’s Clients have clear limitation to access the Software through the Internet browser or applications which are Software components, (iii) the Licensee holds the applicable licenses granted by the Licensor, (iv) in no circumstances may the Licensee’s Clients Use the Software for the purpose of operating their own business, statutory or legally defined activities.

6.11 A Licensee being an Educational Institution shall be authorised to grant sub-licenses for making use of the Software and the Environment Database to natural persons being pupils or students of the Educational Institution, without limitation as to the number of Licensed End Users provided that the Licensee (i) has purchased a WEBCON BPS External CAL license, (ii) in no circumstances shall the Licensee’s pupils or students have access to the Software’s source code, (iii) the Licensee’s pupils or students have clear limitation to access the Software through the Internet browser, (iv) the Licensee’s pupils or students shall be granted a sub-license only within the framework of the educational or scientific activities conducted by such Licensee and for the purpose of conducting the same making use of the Software.

7. Infringements

7.1 In no circumstances may the Licensee infringe the Licensor’s rights to the Software. Such infringements shall include in particular: (i) change of the Software’s source code, (ii) making use of the Software and getting access thereto in order to create a functionality of an application or an interface which has access to the functionalities of the Software or the Environment Database in a manner other than specified in clause 3.6., (iii) permitting or allowing the total number of Named End Users (having direct or indirect access to the Software or Environment Database, with the use of Software’s components or through any third-party software) to exceed the total number of Licensed End Users, without ordering additional CAL Licenses beforehand.

7.2 The Licensee may not give any guarantees, written or oral warranties or act as a representative on behalf of the Licensor.

7.3 The right under a license shall not authorise the Licensee to grant further licenses except the cases expressly specified in the License Agreement or shall not exclude the possibility for the Licensor to grant licenses to persons other than the Licensee.

8. Limited warranty and disclaimer

8.1 THE LICENSOR DELIVERS THE SOFTWARE AND THE DOCUMENTATION IN AN AS IS CONDITION AND THE LICENSOR OFFERS NO WARRANTY OR GUARANTEE (OTHER THAN EXPRESSED IN CLAUSE 9.2.) IN RELATION TO THE NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, OR THAT THE SOFTWARE WILL CARRY NO ERRORS, MEET THE LICENSEE’S REQUIREMENTS, OR THAT THE SOFTWARE WILL FUNCTION PROPERLY WHEN USED IN CONJUNCTION WITH ANY OTHER SOFTWARE OR HARDWARE, IN PARTICULAR WITH ILLEGAL SOFTWARE OR HARDWARE. THE LICENSOR DOES NOT WARRANT THE PERFORMANCE OR RESULT YOU MAY OBTAIN BY USING THE SOFTWARE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE LIES WITH THE LICENSEE. FURTHERMORE, THE LICENSOR MAKES NO WARRANTY IN RESPECT OF ANY THIRD-PARTY SOFTWARE PRODUCTS WHICH MAY BE SUPPLIED WITHIN THE SOFTWARE.

8.2 Where subscribed licenses are unavailable (no possibility of logging into the infrastructure made available by the Licensor or no possibility of connecting with the Licensor’s license service) caused through the exclusive fault of the Licensor, the Subscription Term shall be extended free of charge by the duration of such unavailability.

9. Limitation of liability

9.1 THE LICENSOR SHALL NOT BE LIABLE TO THE LICENSEE OR TO ANY THIRD PARTY FOR ANY DAMAGES, BUSINESS INTERRUPTION, LOSS OF DATA OR INFORMATION OF ANY KIND. IN PARTICULAR, THE LICENSOR SHALL NOT BE LIABLE TO THE LICENSEE IN RESPECT OF ANY PECUNIARY CLAIMS FOR ANY COSTS, INCLUDING ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY LOST PROFITS OR LOST REVENUE RESULTING FROM OR RELATING TO THE USE OF THE SOFTWARE OR THE THIRD-PARTY DATABASE, OR DAMAGES CAUSED BY POSSIBLE ERRORS OR MISPRINTS IN THE SOFTWARE. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IRRESPECTIVE OF THE CIRCUMSTANCES, THE LEGAL BASIS AND THE SCOPE OF THE DAMAGES SOUGHT, THE LICENSOR’S SOLE AND AGGREGATE LIABILITY (FOR EACH AND EVERY LOSS) TOWARDS THE LICENSEE OR ANY THIRD PARTY, UNDER OR IN CONNECTION WITH THE SOFTWARE, SHALL BE LIMITED TO (A) IN CASE OF PURCHASING THE SOFTWARE BASED ON THE ORDERS, THE PAYMENTS THAT THE LICENSOR RECEIVED FOR THE SOFTWARE FROM THE LICENSEE OR THE PARTNER, BUT NOT MORE THAN THE SOFTWARE’S PRICELIST VALUE; OR (B) IN CASE OF PURCHASING THE SOFTWARE BASED ON THE LICENSE SUBSCRIPTION, THE PAYMENTS THAT THE LICENSOR RECEIVED FOR THE LICENSE SUBSCRIPTION WITHIN THE LAST 12 MONTHS. IN NO EVENT WILL THE LICENSOR BE LIABLE TO THE LICENSEE OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE ARISING IN RELATION TO THE DEMO EDITION OR EXPRESS EDITION OF THE SOFTWARE.

9.2 In the event of any third party rights infringement claims being brought, the Licensee shall immediately, not later than within 30 days after the Licensee received notice of the claim, inform the Licensor of the fact and enable the Licensor to participate in talks, negotiations or any action related to that, if any (including joining in the proceedings as defendant in place of Licensee). The Licensor, at its discretion, shall: (i) modify the Software and the Documentation to be non-infringing; or (ii) obtain the applicable license for the Licensee to allow for continued use; or (iii) terminate the Software License Agreement, request its return, and where the license to the Software was obtained under an Order, shall refund a prorated (based on a 5 year life) portion of the Payments that the Licensee shall have received for the Software from the Licensee or the Partner, not higher than the Software’s Pricelist Value . For Editions other than the DEMO Edition and the EXPRESS Edition, the Licensor shall refund to the Licensee only the reasonable costs of such dispute and only on condition that the Licensee abides by the requirements specified in the sentence above.

10. Payments

10.1 The Licensee is obliged to make the Payment, irrespective of the actual scope of duration of making use of the Software by the Licensee, upon the terms and conditions and in the amount set forth each time in the Order or the Subscription Agreement. The Licensee shall make the Payment:

10.1.1 where a license for the Software is granted under the Order made directly with the Licensor and in the case of a subscription of a license for the Software under the Subscription Agreement, the Licensee shall make the Payment directly to the Licensor upon the terms and conditions and in the amount set forth in the Order or the Subscription Agreement.

10.1.2 where a license for the Software is granted with the involvement of a WEBCON Partner (in particular where the Order is made between the Licensee and the WEBCON Partner), the Licensee shall make the Payments directly to the WEBCON Partner in the amount and upon the terms and conditions set forth in a separate agreement made between the Licensee and the WEBCON Partner.

10.2 The Payments for additional CAL Licenses shall be made, in particular, together with an increase in the number of the Named End Users in excess of the maximum number of Licensed End Users specified in the Order or the Subscription Agreement, in accordance with clause 5. above. Such Payments shall be made following the terms and conditions set forth in clause 10.1. above.

11. Confidentiality

11.1 Both Parties shall keep Confidential and Privileged Information, including any trade and business secrets that they may have disclosed to each other in relation to the License Agreement. The License Agreement and its terms and conditions shall remain confidential as well (as Privileged Information of the other Party).

11.2 The following information will not be treated as confidential nor privileged:

11.2.1 Information which has become known or available without any fault on the part of the receiving Party;

11.2.2 Information which has to be disclosed in accordance with binding common legal regulations and legal proceedings, including the claim for injunctive relief or redress of any claims resulting from the License, provided that the Party concerned is properly and in due time informed of the disclosure and its scope. The scope of the disclosure should be limited only to the information which is absolutely necessary to be disclosed and is disclosed only to the person duly entitled to receive it;

11.2.2 Information which has to be disclosed as a result of the order of a court, if the disclosing Party is informed on the decision immediately and the order cannot be appealed.

11.3 The Parties may disclose Confidential and Privileged Information to the personnel of Affiliates, Third Parties and Licensee’s Clients, only to the extent necessary to fulfil obligations resulting from the License Agreement or to control realization of the obligations, and provided that a non-disclosure obligation is imposed on such persons.

12. Updates

12.1 Subject to clause 12.2. below, under the License Agreement, the Licensee shall be authorised to make use of the Software in the Version indicated in the Order and the Releases and Corrections made available by the Licensor for such Version.

12.2 If the License Agreement is entered into under the Subscription Agreement, during the term of such Subscription Agreement the Licensee shall be authorised, without making an additional Payment, to make use of the Software with all Versions and all Releases and Corrections, made available by the Licensor during the term of the Subscription Agreement.

12.3 Apart from the case referred to in clause12.2. above, the Licensee may obtain the right to make use of the Software updates in the scope of the new Versions only under the Software Assurance License Agreement concluded by the Parties.

12.4 Each time, a condition for the Software to be updated to the new Version and for the Licensee to obtain the authorisation to make use of such new Version is for the Parties to amend the License Agreement in such a manner that further use by the Licensee of the Software shall be governed by the provisions of the License Agreement with the provisions corresponding to the wording of the contractual template of the General Terms and Conditions of the license, used by the Licensor as of the date of updating the Software (update of the contractual template of the General Terms and Conditions of the license). The Licensee shall make a declaration of will to the Licensor to amend the License Agreement in the manner described in the preceding sentence, in particular by starting to Use such new Version of the Software. The Licensee shall obtain the authorisation to make use of the new Version upon the making of the declaration referred to in the preceding sentence.

12.5 The provision referred to in clause 12.4. above shall apply notwithstanding other agreements made by the Parties, including in particular the Software Assurance License Agreement or the Subscription Agreement.

12.6 If special modifications of the License Agreement in relation to the provisions of the Licensor’s contractual template of the General Terms and Conditions of the license are agreed in the provisions of the Order, the Subscription Agreement or other separate agreements made by the Parties, such special modifications shall apply reflecting the intentions of the Parties to the fullest extent, also to the License Agreement amended in accordance with clause 12.4. above, unless the Licensor’s then-current contractual template of the General Terms and Conditions of the license expressly exclude the application of such special modifications.

13. Final Provisions

13.1 This License Agreement is the Licensor’s contractual template of the General Terms and Conditions of the license and is available on its website at the following address https://webcon.com/pl/eula/.

13.2 The License Agreement is made for the term specified in the Order, the Subscription Agreement or a separate agreement under which the Licensor grants the license for making use of the Software. Where the term of the License Agreement is not specified in the documents or agreements referred to in the preceding sentence, the License Agreement is made:

13.2.1 for a License Agreement entered into under an Order – for an unlimited period;

13.2.2 for a License Agreement entered into under the Subscription Agreement – for or a definite period specified by the Parties in the Subscription Agreement as the Subscription Term;

13.2.3 for a separate agreement under which the Licensor grants a license for making use of the Software – for an unlimited period.

13.3 The Licensor shall have the right to terminate the License Agreement with a 1-month notice period, in the event the Licensee breaches the provisions of the License Agreement. The following in particular shall be deemed to be cases of breach of the License Agreement referred to in the preceding sentence:

13.3.1 delay by the Licensee or another entity obliged to make the Payment, in making the Payment to the Licensee or any other entity authorised to collect it;

13.3.2 breach of the provisions concerning the terms of use of the Software and Modification of the Software, contained in particular in clauses 2.-3. of the License Agreement;

13.3.3 breach of the provisions concerning the terms and conditions for the assignment of rights or granting a sublicense for the Software by the Licensee, indicated in clause 6. of this License Agreement;

13.3.4 breach of the provisions regulating the scope of the license granted for the use of the Software, in particular by making use of the Software to an extent broader than permitted under the license which has been granted.

13.4 The Licensor is entitled to exercise the right to terminate the License Agreement referred to in point 13.3. above, provided prior notice to the Licensee, made in writing or by electronic message, to cease the breach of the License Agreement and also ineffective expiry of the 7-day period designated for this purpose to the Licensee. In the event of repeated violations of the same type, the Licensor is entitled to terminate the License Agreement referred to in point 13.3 above, without prior notice to the Licensee to cease breaching the License Agreement and without setting an additional term referred to in the preceding sentence.

13.5 In the case of a subscription of the Software, the License Agreement shall expire each time upon the expiry of the Subscription Agreement. The Parties agree that in the case of a subscription to a license, the License Agreement may be terminated only by mutual agreement between the Parties or on the grounds indicated in clauses 13.3.-13.4. above, and to the maximum extent permitted by the generally applicable law other grounds for terminating the License Agreement shall be excluded.

13.6 Any notices of termination of the License Agreement require, on pain of invalidity, written form for the Licensee’s notices, and for the Licensor’s notices – written form or electronic form (including e-mail), at the discretion of the Licensor.

13.7 In the event of termination or expiry of the License Agreement on any grounds, including as a result of notice of termination by either Party, the Licensee shall immediately, no later however than within 3 days of the date of expiry of the License Agreement, discontinue the Use of the Software and the Documentation and delete the copies of the Software and the Documentation in its possession, informing the Licensor thereof. If the Licensee used the Software on infrastructure made available by the Licensor, the Licensor shall delete the Software and any Licensee’s data (including Environment Database) on such infrastructure within the time referred to in the preceding sentence. Termination or expiry of the License Agreement shall be without prejudice to the validity of the provisions of the License Agreement concerning the confidentiality of the Confidential and Privileged Information, Payments and the liability of the Parties.

13.8 In the event of expiry of the License Agreement on any grounds, including without limitation as a result of its termination by the Licensor under clause 13.3. above, the Licensee shall not be authorised to claim from the Licensor the payment of any pecuniary amounts, including without limitation the Licensee shall not be authorised to claim refund of the Payment made either in whole or in part.

13.9 The License Agreement shall be governed by the law which applies in the Republic of Poland.

13.10 All disputes resulting from and related to the License Agreement should be solved in an amicable manner. If the Parties cannot reach an agreement, within a month upon being summoned to settle, the dispute shall be resolved in accordance with the Rules of Arbitration of the Court of Arbitration at the Polish Chamber of Commerce in Warsaw (in Polish: Sąd Arbitrażowy przy Krajowej Izbie Gospodarczej w Warszawie) binding at the moment of initiation of the dispute, by an arbiter or arbiter appointed in accordance with the Rules of Arbitration.

13.11 If any part of the License Agreement is found void or unenforceable in accordance with the applicable law, the remaining provisions of the License Agreement shall remain in full force and effect.

13.12 Each declaration in relation to the License Agreement, including changes of the Pricelist, may be communicated to the other Party via email or by means of postal services (including courier services).

13.13 If the need arises in the performance of the License Agreement for the Licensor to process the personal data in the Licensee’s possession, in particular as part of the Licensor’s rights to control or the performance of the obligations under the License Agreement, the Licensee is obliged, upon a notice from the Licensor, to immediately provide and ensure all necessary consents, make statements or execute agreements to the extent necessary for the exercise of the rights and obligations of the Licensor referred to above.

13.14 Licensee will not and will not allow any third-party to allow the export or re-export of any part of the Software or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to any country to which such export or re-export is restricted or prohibited, or as to which applicable law requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (c) otherwise in violation of any export or import restrictions, laws or regulations of any domestic or foreign agency or authority. Licensee agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any prohibited country or on any such prohibited party list.

13.15 Any attachments to this License Agreement shall form its integral part.

Software Assurance License (SAL) Agreement

1. General Provisions

1.1 The subject of this Software Assurance License Agreement (hereinafter referred to as: “SAL” or “SAL Agreement”) is to specify the terms and conditions of updating the Software to newer Versions.

1.2 This SAL Agreement is made in connection with the conclusion of the License Agreement by the Parties.

1.3 The basis for concluding the SAL Agreement is an Order placed by the Licensee with the Licensor or WEBCON Partner. The Order shall specify in particular the Package start and finish dates.

1.4 Term – this SAL Agreement is made, depending on the basis for the conclusion of the License Agreement:

1.4.1 for the term specified in the Order for the Software Assurance Package, or

1.4 .2 for the term specified in the Agreement for Granting Licenses to Software Assurance Packages.

1.5 Software Assurance Package, Package – the Licensee shall receive the following components within the Package:

1.5.1 access to and entitlement to make use of the Versions published during the Term and the extension of the License Agreement to include such Versions, as well as the Corrections and Releases assigned to such Versions.

1.5.2 access to and entitlement to make use of the Documentation published during the Term and the extension of the License Agreement to include such Documentation.

1.6 The Parties agree that the Package components referred to in clause 1.5. above, shall be provided to the Licensee in electronic form upon the terms and conditions of the License Agreement attached to such components, subject to clause 12. of the License Agreement.

1.7 The Parties agree that for the purpose of performance of the SAL and the resulting settlements, the term of the SAL shall be divided into monthly settlement periods during which the Licensee may use the services under the SAL.

1.8 The Payment for the possibility of using the Package shall be calculated each time as the product of the number of all licenses obtained by the Licensee under the License Agreement, their price indicated in the Pricelist valid as of the date of placing the Order for the Package and the percentage of the payment for the Software Assurance payment indicated in the said Pricelist, wherein

1.8.1 where an Order is placed for the Package in parallel with a license Order (in the case of the first Package) or before the expiry of the Term (in the case of purchasing another Package), the amount of the Payment shall be calculated as a percentage of the payment for the Software Assurance specified in the Pricelist as Early Software Assurance (as of the date of execution of the License Agreement it shall be 15%).

1.8.2 in any other case, the amount of the Payment for the period from the Package start date indicated in the Order for the Package until the date of placing the Order for the Package shall be calculated proportionally (with the accuracy to full calendar months, rounded up) to the payment for a period of 12 months, according to the percentage specified in the pricelist as Software Assurance (as of the date of execution of the License Agreement it shall be 25%). The amount of the payment for the remaining period indicated in the Order shall be calculated in accordance with the terms and conditions set in clause 1.8.1. above.

The terms and conditions set forth in this section shall not constitute an obligation of the Licensor or an offer but are for information purposes only and are valid as of the date of execution of this SAL Agreement.

1.9 Where additional licenses for the Software or Documentation are purchased during the term of the SAL Agreement, the Licensee is obliged to make an additional Payment in connection with the increase in the Pricelist Value of the Software.

1.10 The additional amount of the Payment referred to in clause 1.9. above, shall be calculated proportionally (with the accuracy to full calendar months, rounded up) to the term of the current Package on the basis of the arrangements made in the Order. The amount of the additional payment shall be an item on the invoice for the purchase of such additional Software licenses.

2. Final Provisions

1.11 Matters not regulated in this SAL Agreement shall be governed by the provisions of the License Agreement.

1.12 Any capitalised terms in this SAL Agreement have the meanings given to them in the License Agreement. Whenever reference is made in this SAL Agreement to a Payment – this shall apply to the fee due to the Licensor for making Packages available to the Licensee under the SAL Agreement; to the remaining extent, the provisions of the License Agreement concerning the Payment, defined in this License Agreement shall apply.

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