End-User Software License Agreement (“EULA”)

Please read this Agreement carefully before purchasing, installing, copying, downloading or using Solvership Solution and its documentation (“Software”). By installing or allowing others to install on your hardware, copying, downloading or using the Software, you and the legal entity you represent (“Licensee” or “End User”) agree to be bound by the terms of this limited use license,

WHEREAS

SOLVERSHIP d.o.o. Zagreb (“Solvership”) agrees to grant Licensee a license for use of the Software in object code form under the terms and conditions set out in this Agreement. If Licensee does not agree with the terms of this Agreement, Solvership is unwilling to license the Software to Licensee. In such event, Licensee may not install, copy, download or use the Software and Licensee must return to Solvership the complete Software package, or, if the Software was electronically delivered, Licensee must notify Solvership in writing that it has uninstalled the Software. If Licensee does not comply with this stipulation, Licensee will be obligated to pay the agreed upon order price for the Software license, and be bound by the standard terms.

LICENSE

1. Grant. Subject to the terms and conditions of this Agreement, Solvership hereby grants to Licensee a non-exclusive, non-transferable license to use the Software for internal business purposes only and only by the authorized number of workstations for which Licensee has paid license fee as specified in the applicable purchase order accepted by Solvership. All modules /components / products and services purchased by Licensee from Solvership are for use only as part of the Software application and not as standalone. The Software is not sold but licensed. The Software can be used only by End User who purchased it. Use of the Software by any third party, whether or not the End User receives compensation in respect of such use, is expressly prohibited.
2. No Copies. Licensee shall not copy or modify any portion of the Software other than that Licensee may make one (1) copy of that part of the computer directory containing the Software, solely for archival purposes.
3. Other Limitations. Licensee shall not:

a) Modify, cause or permit de-compilation, disassembly, reverse compilation or reverse assembly of all or any portion or otherwise attempt to derive the source code for the Software, except to the extent that applicable law prohibits or restricts this contractual limitation;

b) Distribute, disclose, market, rent, lease or transfer to any third party any portion of the Software, or use the Software in any service bureau arrangement, facility management or third party training.

c) Allow the Software to be used by an End User who develops and/or distributes software applications which, in the reasonable opinion of Solvership, compete, directly or indirectly, with the Software;

d) Export, re-export, or otherwise transmit, directly or indirectly, any software, information, data, or other materials received under this Agreement.

e) Allow the Software to be used in any application or situation where any failure of the licensed products could lead directly to death, personal injury, or severe physical or environmental damage. Examples include using the Software for controlling the operation of: equipment in any nuclear facilities; aircraft navigation, communications or flight control systems; air traffic control systems; mass transit systems; medical equipment; weapons systems.

4. Hardware and/or Third Party Software. Solvership will not be responsible for the purchase of any hardware and/or third party software required for the use of the Software in order to meet Licensee's required use for the Software, and Licensee undertakes that any such required hardware or third party software will be purchased (if at all) by Licensee on its own account.

OWNERSHIP & CONFIDENTIALITY

5. Title.

a) Title to the Software is reserved to Solvership. Licensee acknowledges and agrees that Solvership is and will remain the owner of the Software and the content thereof and intellectual property rights, including, without limitation, copyright embodied therein or of which it is comprised, as well as any and all copies, modifications, alterations and enhancements to the Software, including any derivative works resulting therefrom;

b) The Software was developed at private expense, is commercial, and is published and copyrighted.

6. Proprietary Information. Licensee agrees that the Software and all nonpublic computer codes, inventions, algorithms, and know-how embodied in or by the Software and all other business, technical and financial information Licensee obtains from Solvership, whether designated confidential or not (hereinafter referred to as "Proprietary Information") are the confidential and proprietary property of Solvership. Licensee also agrees that any expression of Solvership's analyses, conclusions, enhancements, opinions, recommendations, ideas, techniques, know-how, designs, programs, findings, software, and other technical information provided to Licensee by Solvership in the course of performing consulting, training, maintenance or other services related to the Software, are the Proprietary Information of Solvership. Solvership agrees that any non-public information obtained from Licensee in the course of performing of this Agreement, including during Solvership’s provision support services, constitutes confidential and proprietary information of Licensee (“Licensee’s Proprietary Information”).

7. Non-Disclosure. Each party agrees to keep the Proprietary Information of the other in a secure place, under access and use restrictions designed to prevent disclosure of the Proprietary Information to unauthorized persons and to instruct its personnel to keep such Proprietary Information confidential.

8. Breach. Licensee agrees that any disclosure of the other party’s Proprietary Information to a third party other than in accordance with the terms of this Agreement constitutes a material breach of this Agreement and will terminate the license(s) granted by this Agreement.

9. Books and Records/Audit Rights.

a) Licensee shall at all times keep accurate books and records showing all users relating to acquired licenses under this Agreement, including the identity and number of servers and named user seats where the Software are installed and/or accessed, or any other licensing rules applicable for the Software

b) Solvership or its authorized representative shall have the right, at its own expense subject to part (c) of this Section, to audit Licensee’s compliance with this Agreement by inspecting the records referred to above in this Section.

c) If any such inspection discloses a shortfall in payment to Solvership of more than 5% for any year, Licensee agrees to pay or reimburse Solvership for that auditing expense upon written request by Solvership.

10. Injunctive Relief. Each party further agrees that such wrongful disclosure could cause irreparable injury that cannot be compensated by monetary damages and that injunctive or other equitable relief may be appropriate.

WARRANTIES AND LIMITATIONS OF LIABILITY

11. Limited Warranty. Solvership warrants that the Software will operate in conformity with the current standard Documentation (except for minor defects or errors not material to the core functionality of the Software under normal use and circumstances) for a period of ninety (90) days from the date of initial delivery of the Software. If the Software does not perform in accordance with the foregoing warranty during the Warranty Period, customer must inform Solvership in writing during the applicable warranty period and, assuming Solvership can verify such nonconformity, Solvership will use reasonable efforts to correct any deficiencies in the Software or replace it so that it will perform in accordance with the warranty. Your sole and exclusive remedy, and Solvership sole obligation in the event of nonconformity of the Software with the foregoing warranty will be the correction of the condition making it nonconforming. Your obligation is to provide all information reasonably requested to enable Solvership to cure the nonconformity. The above warranty specifically excludes defects resulting from accident, abuse, unauthorized repair, modifications, misapplication, or use of the Software that is otherwise materially inconsistent with the Documentation.

12. No Warranty. THE SOFTWARE IS PROVIDED "AS IS". SOLVERSHIP AND ITS SUPPLIERS DO NOT WARRANT THE PERFORMANCE OR RESULTS THAT LICENSEE MAY OBTAIN BY USING THE SOFTWARE. STATEMENTS BY SOLVERSHIP AND ITS EMPLOYEES OR REPRESENTATIVES AND THE PRINTED MATERIALS AND ELECTRONIC DOCUMENTATION AND ANY SPECIFICATIONS OF THE SOFTWARE DO NOT CONSTITUTE A WARRANTY OR REPRESENTATION REGARDING THE USE, OR THE RESULTS OF USE, OF THE SOFTWARE OR DOCUMENTATION IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY LICENSEE. SOLVERSHIP DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERRORFREE, OR THAT ALL SOFTWARE ERRORS WILL BE CORRECTED.

13. Disclaimer. SOLVERSHIP EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. THE WARRANTIES SET OUT IN SECTION 3.1 AND 3.2 ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SOLVERSHIP, ITS EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES. SOLVERSHIP IS NOT RESPONSIBLE FOR PROBLEMS CAUSED BY CHANGES IN THE OPERATING CHARACTERISTICS OF COMPUTER HARDWARE OR COMPUTER OPERATING SYSTEMS WHICH ARE MADE AFTER THE RELEASE OF THE SOFTWARE, NOR FOR PROBLEMS IN THE INTERACTION OF THE SOFTWARE WITH NONSOLVERSHIP PRODUCTS.

14. Limitation of Liability. LICENSEE AGREES THAT ITS EXCLUSIVE REMEDIES, AND SOLVERSHIP ENTIRE LIABILITY WITH RESPECT TO THE SOFTWARE OR TO SERVICES PERFORMED BY SOLVERSHIP THAT RELATE TO THE SOFTWARE, SHALL BE AS SET FORTH HEREIN. LICENSEE FURTHER AGREES THAT SOLVERSHIP WILL NOT BE LIABLE TO LICENSEE FOR ANY DAMAGES, WHETHER SPECIAL, INDIRECT OR CONSEQUENTIAL, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF BUSINESS OR BUSINESS BENEFIT, LOSS OF DATA, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, OR THE PERFORMANCE OF ANY SERVICES RELATING TO THE SOFTWARE, EVEN IF SOLVERSHIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY ALTERNATIVE LIABILITY OBLIGATIONS IN ANY AGREEMENT, STATEMENT OF WORK, ORDER OR OTHER DOCUMENT, IN NO EVENT SHALL SOLVERSHIP'S LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNT PAID BY LICENSEE FOR THE SOFTWARE OR THE SOLVERSHIP SERVICES RELATED TO THE SOFTWARE. PARTICIPATING IN TRIAL AND BETA PROGRAMS IS VOLUNTARY AND LICENSEE IS SOLELY RESPONSIBLE FOR ANY DAMAGES AND ANY USE OF SUCH SOFTWARE LICENSES SHALL BE AT THE LICENSEE SOLE RISK AND EXPENSE. SOLVERSHIP EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY TRIAL OR BETA LICENSE.

TERMINATION

15. Solvership may terminate this Agreement if the Licensee commits a material breach of this Agreement and such breach is not cured within thirty (30) days of receipt of a written notice of such breach. Upon termination of this Agreement, Licensee will immediately stop using the license, destroy or return to Solvership all Software and Proprietary Information in its possession. Any Trial or Beta test license provided under this Agreement shall expire and be deemed terminated on the specified end date of such trial period or after 120 days from installation, whichever comes first. 

GENERAL TERMS AND CONDITIONS

16. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be invalid, then the remaining provisions shall nevertheless remain in full force and effect.

17. Governing Law; Jurisdiction; Attorneys fee. Should either party initiate legal proceedings against the other regarding any matter connected with this Agreement or arising therefrom, such proceedings shall take place in Croatia and, only the laws applicable in Croatia shall apply, excluding its choice of law provisions. If any legal action is necessary to enforce the terms of this Agreement, the substantially prevailing party shall be entitled to reasonable attorneys fees and costs in addition to any other relief to which that party may be entitled.

18. Entire Agreement. Each party acknowledges and agrees that this Agreement is the entire and exclusive statement of the mutual understanding of the parties and that it supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Each party agrees that this Agreement can be modified only by an agreement in writing signed by the persons authorized to execute agreements on behalf of the parties. Any contradictory terms, modifications or additions in orders and other documents/agreements relating to the acquisition of this license, will be binding upon Solvership only if they have been accepted in writing, evidenced by the signature of a Solvership authorized executive signatory. In absence of such written acceptance, execution of such orders, documents/agreements shall take place solely on the basis of this Agreement. No modification can be accomplished by course of conduct.

19. No Waiver. Each party agrees that any failure or delay to exercise, or any partial exercise of any right, power, or privilege hereunder by the other party, shall not operate as a waiver.

20. Export/Import Laws. Licensee shall comply with all the then current and applicable export/import laws and regulations which pertain to the Software.

21. Assignment. This Agreement may be assigned by Solvership to any entity, which assumes its obligations and acquires ownership of, or the right to use and license Solverships products.

22. Marks. All Marks shall remain sole property of their original owners. Either party shall not remove and only list Marks in reference of the license use with the ownership of the Mark by the original owner being clearly indicated.

23. Changes. Solvership reserves the right to make changes to this EULA without prior notice.

FORCE MAJEURE

If the performance of this Agreement, or any obligation hereunder except the making of any payment is prevented, restricted, or interfered with by reason of: fire, flood, earthquake, explosion or other casualty or accident or act of God; strikes or labor disputes involving third parties; inability to procure or obtain delivery of parts, supplies, power, equipment or software from suppliers for reasons other than failure to pay such suppliers; war or other violence; any law, order, regulation, ordinance, demand or requirement of any governmental authority; or any other act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference; provided, however, that the party so affected shall take all reasonable steps to avoid or remove such cause of nonperformance and shall resume performance hereunder with dispatch whenever such causes are removed.