This End-User License Agreement (hereinafter referred to as the "EULA") is a legal agreement between You, the end user, who obtained or is using the SOFTWARE, and IIKO.
This EULA comes into force when You consent to be bound by the terms by selecting the "I accept the terms of the license agreement" button followed by selecting the "next" button and installing the SOFTWARE or when You install, copy or start using the SOFTWARE in any manner. Any such act is deemed to demonstrate Your acknowledgment that You have read this EULA, that You understand it and agree to be bound by its terms. If You do not agree to the terms of this EULA, do not use the SOFTWARE and disable, remove it from Your system and destroy Your copies of the SOFTWARE.
The SOFTWARE is protected by copyright laws and international treaty provisions and some portions are protected by patent, trade secret and other intellectual property laws. You agree that this EULA is enforceable like any written negotiated agreement signed by You. This EULA is enforceable against You.
If the SOFTWARE (including Restricted SOFTWARE) is accompanied by a separate agreement between You and IIKO or IIKO's Partner, including a purchase order or invoice (in each case whether in hard copy or online) and setting out the commercial terms between You and IIKO or IIKO's Partner governing terms of Your use of the SOFTWARE (and Restricted SOFTWARE) (the "Client Licence"), then, in the case of any conflict between the text of this EULA and the text in Client Licence, the text in that Client Licence shall prevail.
The EULA may be available in different languages. There may be inconsistencies or differences in interpretation between the English version of the EULA and those EULAs’ made available in other languages. For the sake of uniformity and to avoid any ambiguity, the English version of the EULA shall govern in all disputes, claims or proceedings to interpret, enforce or otherwise relating to the EULA.
"Activation" means that You, the End User of the SOFTWARE, are required to perform a process to verify that You are an authorized End User. The process verifies that the License Key (also known as the Customer ID in user interface documents) is legitimate and has not been activated on more Computers than allowed by the scope of Your Client Licence. The SOFTWARE must be activated after installation; otherwise it will operate for a limited time and will cease to function without further notice when the time elapses.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity, for so long as such control exists. In the case of companies and corporations "control" and "controlled" means beneficial ownership of more than fifty percent of the voting stock, shares, interest or equity in an entity. In the case of any other legal entity, "control" and "controlled" shall exist through the ability to directly or indirectly control the management and/or business of the legal entity;
"Computer" means a specific physical device or virtual machine that may consist of one or more CPU (central processing unit) cores and running a specified operating system that shall be notified to You in the SOFTWARE documentation. Any changes to the configuration or composition of the Computer could result in the Computer being considered a different Computer for licensing purposes.
"Customer ID" has the same meaning as "License Key".
"End User" means You.
"IIKO" means IIKO: CJSC "IIKO", 420107, 50, Peterburgskaya st., Kazan, Russian Federation and any of its Affiliates, as the case may be, from time to time;
"IIKO’s Partner" means an entity or individual who is licensed by IIKO to resell and distribute licensed copies and/or License Keys of the SOFTWARE to End Users, either directly or through one or more sub-resellers or sub-distributors.
"Intellectual Property Rights" means all intellectual and industrial property rights whether registered or unregistered and includes rights to (i) inventions, discoveries, patents and patent applications therefor, reissues thereof, and continuation and continuations in part; (ii) copyrights and database rights; (iii) designs and industrial designs; (iv) trademarks, service marks, trade dress and similar rights; (v) know-how, trade secrets and confidential information; (vi) integrated circuit topography rights and rights in mask works; and (vii) other proprietary rights including applications for any of the above, and any similar right recognised from time to time in any jurisdiction, together with all rights of action in relation to the infringement of any of the above.
"License" means the license granted under clause 1.1.
"License Key" has the meaning given to it in clause 1.2.
"Restricted Software" has the meaning given to it in clause 3.1.
"SOFTWARE" means the IIKO SOFTWARE that You have installed, are using or copying including any and all SOFTWARE components embedded in the SOFTWARE or made available online or other ways such as: executable, help, demo, sample and other files; libraries, databases, samples, associated media (images, photos, animation, audio-video components, music etc.), printed materials, and other SOFTWARE components.
"Virtual machine" means a virtual (or otherwise emulated) hardware system.
"You", "Your" and "End User" refer to and include any person and/or any entity that obtained this SOFTWARE for its own use and not for purposes of further resale and any actual user of the SOFTWARE.
1. License Grant
1.1. Subject to the terms and conditions of the EULA IIKO grants to You a limited, non-exclusive, non-transferable license to install and use functionality of the SOFTWARE subject to all restrictions and the scope of the License as set out in this EULA, the SOFTWARE, the License Key, and the terms of the Client Licence. All provisions stated herein apply both to the SOFTWARE as a whole and to all of its separate components and End User documentation. Any issue with respect to the scope of the license shall be construed in favour of restrictions on the scope of the license. Restrictions on Your use of the SOFTWARE and the scope of Your License may include but are not limited to the following:
1.1.1. You may install the SOFTWARE on any number of Computers owned by You but you can only simultaneously run the SOFTWARE on as many Computers or Virtual machines as the number of "Concurrent" licenses You acquired as set out in the terms of your Client Licence, unless otherwise indicated in in the Client Licence or in any documentation accompanying the SOFTWARE.
1.1.2. Processing volume. The number of volume units (e.g. Orders, Deliveries, Customers) that may be processed by the SOFTWARE, if it is stipulated in the License Key, may be limited in one or more ways including:(i) limitations on the number of volume units that may be processed within particular time periods, (ii) monthly or annually limits, or (iii) limitations on the overall number of volume units that may be processed. The number of volume units may also be limited indirectly (e.g. by the total daily amount of processed orders).
1.1.3. Duration. IIKO may limit the use of the SOFTWARE by a fixed period of time stipulated in the License Key, and the SOFTWARE may not be used by You beyond the expiration of such time period.
18.104.22.168. If you acquire the SOFTWARE on a subscription basis, in addition to the restrictions mentioned above in articles 1.1.2 and 1.1.3, the following restrictions apply. You may use the SOFTWARE for a limited subscription period. You may have the option to extend Your subscription period or convert to a perpetual license. If You extend Your subscription period, You may continue using the SOFTWARE until the end of Your extended subscription period. After the expiration of Your subscription period, functionality of the SOFTWARE will not be available and You can not use the SOFTWARE anymore. Additional terms and conditions of your use of the SOFTWARE on a subscription basis may be described in the Client Licence, which you shall accept before obtaining (purchasing) the SOFTWARE on a subscription basis.
1.2. You acknowledge and agree that the SOFTWARE is protected from unauthorized copying and unlimited use and may include SOFTWARE protection keys providing for such protection ("License Keys") and You accept the SOFTWARE subject to all such protections. License keys may require activation and the number of available activations may be limited.
1.3. All rights not expressly granted to You by the EULA are reserved by IIKO.
1.4. Any use of the SOFTWARE or component parts outside of or in contravention of the terms and conditions of this EULA shall constitute a breach of IIKO’s and/or third parties’ Intellectual Property Rights and shall give cause for termination by IIKO of this EULA and of all rights to use the SOFTWARE granted to You under this EULA.
2. Limitations of Use
2.2. You may not perform or make it possible for other persons to perform any activities included in the list below:
2.2.1. Reverse engineer, disassemble, decompile (i.e. reproduce and transform the object code into source code) or otherwise attempt to derive the source code for the SOFTWARE or any part, except, and only to the extent, that such activity is expressly permitted by applicable law notwithstanding this limitation. If applicable law prohibits the restriction of such activities, any information so discovered must not be (i) used to create any software that is similar to or the same as the SOFTWARE or (ii) disclosed to third parties with the exception that such disclosure is required by law and such information must be promptly disclosed to IIKO. All such information shall be deemed to be confidential and proprietary information of IIKO.
2.2.2. Modify, adapt (including any changes for the purpose of enabling the SOFTWARE to run on Your hardware), making any changes to the object code of the SOFTWARE, applications and databases contained in the SOFTWARE other than those provided for by the SOFTWARE and described in the documentation.
2.2.3. Correct errors in the SOFTWARE or translate the SOFTWARE without the prior written consent of IIKO.
2.2.4. Rent, lease, sublicense, assign or transfer any rights granted to You by this EULA and other rights related to the SOFTWARE to any other legal entity or person unless otherwise stipulated in the Client Licence.
2.2.5. Make it possible for any person not entitled to use the SOFTWARE to access and/or use the SOFTWARE, including without limitation in a multi-user system, virtual environment, or via the Internet.
2.2.6. Remove, change or obscure any copyright, trademark or patent notices that appear on the SOFTWARE as delivered to You.
2.2.7. Copy the SOFTWARE, except where such copying is incidental to normal use of the SOFTWARE or where it is necessary for the purpose of back-up or operational security.
2.3. You may not use the SOFTWARE to provide the results or access to the results acquired through the use of the SOFTWARE to any third party unless You have signed a Client Licence that permits you to do so.
2.4. You may not bypass the SOFTWARE’s user interface that is provided with the SOFTWARE, without an additional Client Licence permitting that, including use of the SOFTWARE in aggregate with any other SOFTWARE, except by means stipulated in the SOFTWARE (API).
3. Pre-release, Trial or Demo SOFTWARE
3.1. If the SOFTWARE You have received with this License is a pre-commercial release or Beta-Release SOFTWARE, provided for a trial or for demonstration, verification or testing purposes, has limited or less than full functionality, labeled "Try&Buy" "Trial", "Demo" or was provided at no charge ("Restricted SOFTWARE"), then this section 3 shall apply until such time that You obtain (purchase) a License for the full version of the SOFTWARE. To the extent that any provision in this is in conflict with any other term or condition in this EULA, this Section shall supersede such other term(s) and condition(s) with respect to the Restricted SOFTWARE, but only to the extent necessary to resolve the conflict.
3.2. THE RESTRICTED SOFTWARE IS PROVIDED TO YOU "AS IS" AND WITHOUT WARRANTY OR INDEMNITY (EXPRESS, IMPLIED OR STATUTORY) OF ANY KIND. THE RESTRICTED SOFTWARE DOES NOT REPRESENT FINAL SOFTWARE FROM IIKO, AND MAY CONTAIN BUGS, ERRORS AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM OR OTHER FAILURES AND DATA LOSS. TO THE GREATEST EXTENT ALLOWABLE UNDER APPLICABLE LAWS, NO WARRANTY SHALL APPLY TO THE RESTRICTED SOFTWARE, AND FOR CLARITY YOU ACKNOWLEDGE THAT IIKO DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO YOU OF ANY KIND. WHERE LIABILITY CANNOT BE EXCLUDED BUT MAY BE LIMITED, IIKO’S TOTAL LIABILITY AND THAT OF ITS PARTNERS SHALL BE LIMITED TO THE SUM OF FIFTY UNITED STATES DOLLARS (U.S. $50).
3.3. Restricted SOFTWARE may have limited functionality, such as having functionality for a limited period of time, and upon expiration of permitted functionality ("time-out"), Your access and ability to use the Restricted SOFTWARE may be disabled. Upon a time-out, Your rights under the EULA shall terminate, unless You obtain a new license from IIKO.
3.4. Restricted SOFTWARE for which there has not been a commercial release.
3.4.1. Restricted SOFTWARE constitutes the Confidential Information of IIKO.
3.4.2. You acknowledge and agree that IIKO does not promise or guarantee, has no express or implied obligation, and You acknowledge that IIKO has not promised or guaranteed, that Restricted SOFTWARE will be further developed, or that a commercial version will be announced or made available in the future. IIKO may not introduce a SOFTWARE product similar to or compatible with such Restricted SOFTWARE. Accordingly, You acknowledge that any use, research or development that You perform regarding such Restricted SOFTWARE is done entirely at Your own risk.
3.4.3. You agree to provide feedback to IIKO regarding testing and use of the Restricted SOFTWARE, including error or bug reports ("Feedback"), and to entirely transfer and grant to IIKO all rights in such Feedback, including without limitation, the rights to use, publish and disseminate the Feedback. All Feedback constitutes the Confidential Information of IIKO.
3.4.4. Confidentiality of Restricted SOFTWARE and its use:
22.214.171.124. You agree not to disclose accompanying written, oral or electronic information divulged to You by IIKO related to the Restricted SOFTWARE, any information about the quality of such Restricted SOFTWARE or the quality of the results acquired through the use of such Restricted SOFTWARE, and any Feedback are the Confidential Information of IIKO.
3.4.5. You shall not disclose the Confidential Information of IIKO to anyone. The term "disclose" includes to display, describe, copy, lease, loan, rent, assign, transfer or provide access, over a network or otherwise, to Confidential Information reproduced in any form, including oral communications, to any third party.
3.4.6. You shall take all reasonable steps to prevent the disclosure of Confidential Information and to keep it confidential.
3.4.7. You shall promptly inform IIKO if You become aware of any disclosure of Confidential Information. If You are in breach of the terms and conditions set forth in articles 126.96.36.199 - 3.4.6 above, You shall compensate IIKO for any loss resulting from such breach.
3.4.8. Upon receipt of a later version of Restricted SOFTWARE or a commercial release of such SOFTWARE, whether as a stand-alone product or as part of a larger product, You agree to return or destroy all earlier versions of the Restricted SOFTWARE received from IIKO.
4. Not-for-resale SOFTWARE
4.1. If the SOFTWARE is labeled "Not for Resale" or "NFR," then, notwithstanding other sections of this EULA, You may only use such SOFTWARE for demonstration, verification or testing purposes.
5.1. If the SOFTWARE is labeled as an update, You must own a license for the previous version of the SOFTWARE identified by IIKO as being eligible for this update in order to use the SOFTWARE update.
5.2. The SOFTWARE labeled as an update replaces and/or supplements the product that formed the basis for Your eligibility for the update.
5.3. You may only use the resulting updated product in accordance with the terms of the EULA supplied with that update, and the terms of that EULA shall replace the terms of this EULA.
5.4. You acknowledge and agree that any obligation IIKO may have to support the version of the SOFTWARE being updated (including under clause 6 below) shall end upon the availability of the update.
6. Technical Support and Maintenance
6.1. You may be provided with technical support, maintenance or professional services related to the SOFTWARE in circumstances where You have a current subscription for the SOFTWARE or have otherwise paid for the licence of the SOFTWARE ("Support Services") subject to conditions of the current IIKO support policy; however, You may be entitled to a different level of Support Services than is stated in the IIKO support policy in accordance with a written agreement executed between You and IIKO or an IIKO’s Partner with respect to such Support Services.
6.2. The general terms and conditions of IIKO support policy are published on the IIKO Web site (the "Support Policy"). IIKO reserves the right to change the Support Policy any time without any prior notice.
6.3. In addition to the Support Policy, IIKO may have specific support policies in specific regions which may be regulated by separate agreements.
6.4. Any supplementary SOFTWARE code and any SOFTWARE component provided to You as part of Support Services is to be considered as part of the SOFTWARE and subject to the terms and conditions of this EULA.
6.6. If IIKO provides Support Services to You and therefore requires access to Your SOFTWARE, including personal information about your employees (or similar) and customers, and You are subject to EU General Data Protection Regulation 2016/679, You agree that IIKO shall process that information as a processor on your behalf in accordance with the Data Protection Addendum which is a part of Client Licence between You and IIKO or part of Service Agreement between You and IIKO (in case of such is signed).
7.1. No title to any of IIKO’s Intellectual Property Rights (including the SOFTWARE and any IIKO patents, trademarks, or copyrights) is transferred to You and other than as set out in this EULA no other rights are granted to You in relation to IIKO's Intellectual Property Rights. You shall not, in any way, during or after the term of the EULA, make any use of or claim any right to any name, logo, trademark, pattern, or design owned by IIKO, or any name, logo, trademark, pattern, or design resembling them except as agreed in this EULA.
7.2. No title to any of Your Intellectual Property Rights (including the application and any You patents, trademarks, or copyrights) is transferred to IIKO.
7.3. The SOFTWARE contains valuable trade secrets and confidential information belonging to IIKO and third parties and are protected by copyright laws.
7.4. All title and rights in and to the content that is not contained in the SOFTWARE, but may be accessible through the use of the SOFTWARE, are the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and international treaties. This EULA does not grant You any rights to such intellectual property.
8. Limited Warranty. Disclaimers
8.1. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8 (LIMITED WARRANTY, DISCLAIMERS), AND EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION, OR TERM TO THE EXTENT THAT THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW IN YOUR JURISDICTION, THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY SOFTWARE DOCUMENTATION, UPGRADES AND UPDATES, IS BEING DELIVERED TO YOU "AS IS" AND IIKO MAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER, INCLUDING WITHOUT LIMITATION 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 YOUR REQUIREMENTS, OR THAT THE SOFTWARE WILL FUNCTION PROPERLY WHEN USED IN CONJUNCTION WITH ANY OTHER SOFTWARE OR HARDWARE. IIKO DOES NOT AND CANNOT 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 YOU. FUTHERMORE IIKO MAKES NO WARRANTIES FOR ANY THIRD PARTY SOFTWARE PRODUCTS WHICH MAY BE SUPPLIED WITHIN THE SOFTWARE.
9. Limitation of Liability
9.1. IN NO EVENT WILL IIKO BE LIABLE TO YOU FOR ANY DAMAGES, BUSINESS INTERRUPTION, LOSS OF DATA OR INFORMATION OF ANY KIND, BUSINESS OR OTHERWISE, CLAIMS OR COSTS WHATSOEVER, OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY LOST PROFITS OR LOST REVENUE RESULTING FROM AND/OR RELATING TO THE USE OF THE SOFTWARE, OR DAMAGES CAUSED BY POSSIBLE ERRORS OR MISPRINTS IN THE SOFTWARE, EVEN IF AN IIKO REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS, OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. IIKO’S SOLE AND AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THE SOFTWARE SHALL BE LIMITED TO THE PURCHASE PRICE ORIGINALLY PAID FOR THE SOFTWARE, IF ANY.
10. Governing Law
10.1. This EULA and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
10.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this EULA or its subject matter or formation (including non-contractual disputes or claims).
11.1. Unless terminated in accordance with this clause 11, this EULA is effective from the date which You first demonstrate Your acceptance as provided at the beginning of the EULA for the period that You continue to use (including having installed on Your Computers) the SOFTWARE.
11.2. Without prejudice to any other rights, IIKO may terminate this EULA if You fail to comply with the terms and conditions of this EULA. In such an event, You must destroy all copies of the SOFTWARE, all of its component parts and remove the SOFTWARE from Your Computers.
11.3. You may terminate this EULA by destroying of all copies of the SOFTWARE, all of its component parts and removing the SOFTWARE.
11.4. Such termination or expiry of this EULA does not relieve You of Your obligation to pay for the SOFTWARE. Sections 2, 7, 8, 9, 10, 11, 12 paragraphs 3.4.4 shall survive the termination or expiration of this EULA, howsoever caused, but this shall not imply or create any continued right to use the SOFTWARE after termination or expiration of this EULA.
12.2. You agree that the SOFTWARE may have periodic Internet connection with an IIKO server to check the status of the SOFTWARE or download additional materials, information or components, and You agree to inform IIKO about possible attempts at circumventing the technical restrictions on the use of the SOFTWARE imposed by IIKO in order to protect its copyright. No personal information about You will be transferred during such connections.
12.3. If any claims or lawsuits are brought against You in connection with Your use of the SOFTWARE, You shall inform IIKO in writing about them promptly and whenever practicable within three (3) days from the moment You learn of them. You shall take out all the necessary actions to enable IIKO to take part in the proceedings or hearings of or take over the defense of said claims or lawsuits in court or arbitration, and shall provide IIKO with Your full cooperation and all information IIKO deems useful or necessary for the defense of settlement of the corresponding claims or lawsuits, promptly upon (and whenever practicable no later than seven (7) days from the moment of) the receipt of an inquiry from IIKO.
12.4. Consideration under this EULA is the price of the License established by IIKO or an IIKO Partner and payable in accordance with the payment procedures established by them, or may be included in value of equipment or hardware obtained by You or is part of the consideration payable by You for the full version of the SOFTWARE.
12.5. If any part of this EULA is found void or unenforceable, it will not affect the validity of the balance of the EULA, which shall remain valid and enforceable according to its terms.
12.6. This EULA does not confer any rights on any person or party other than the parties to this EULA (which, in respect of IIKO includes its Affiliates) and, where applicable, their successors and permitted assigns.
12.7. You shall not, without the prior written consent of IIKO, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this EULA. IIKO may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this EULA.
12.8. If the whole or any part of any provision of this EULA is void or unenforceable in any jurisdiction, the other provisions of this Agreement, and the rest of the void or unenforceable provision, will continue in force in that jurisdiction, and the validity and enforceability of that provision in any other jurisdiction will not be affected.