Daxi software Limited — End User License Agreement
End-User License Agreement of AntiBanner
IMPORTANT: THIS SOFTWARE END USER LICENSE AGREEMENT (“EULA” OR “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE ACQUIRED BY OR FOR AN ENTITY, AN ENTITY) AND DAXI SOFTWARE LIMITED. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY CLICKING THE ACCEPT BUTTON IN THE LICENSE AGREEMENT WINDOW AND USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT INSTALL THE SOFTWARE.
NOTE THAT THIS EULA REQUIRES THAT YOU AND DAXI SOFTWARE LIMITED SUBMIT ANY DISPUTE ARISING OUT OF THE INTERPRETATION OR APPLICATION OF THE TERMS OF THIS EULA OR ANY BREACH THEREOF TO ARBITRATION.
AFTER CLICKING THE ACCEPT BUTTON IN THE LICENSE AGREEMENT WINDOW YOU HAVE THE RIGHT TO USE THE SOFTWARE IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THIS EULA.
1.1. Rightholder (owner of all rights, whether exclusive or otherwise to the Software) means DAXI SOFTWARE LIMITED, a company incorporated according to the laws of the Republic of Cyprus.
1.2. “Software” means the AntiBanner software program and any third party software programs contained therein, in each case supplied by Rightholder herewith, and corresponding documentation, associated media, printed materials, and online or electronic documentation, and all updates or upgrades of the above that are provided to You.
1.3. “Software Trial Application” means a version of the Software, so identified, to be used only to review, demonstrate and evaluate the Software for a limited time period. The Software may have limited features and will cease operating after a predetermined amount of time due to an internal mechanism within the Software.
1.4. “Computer(s)” means hardware, including personal computers, laptops, workstations, personal digital assistants, smartphones, hand-held devices, or other electronic devices for which the Software was designed and upon which the Software is installed.
1.5. “End User” or “You” or “Your” means each individual installing or using the Software on his or her own behalf or who is legally using a copy of the Software; or, if the Software is being installed or used on behalf of an organization, such as an employer of an individual, “You” further means the organization for which the Software is installed or used and the person accepting this EULA and installing or using the Software on the behalf of such organization represents that he or she has been authorized by such organization to do so on its behalf. The term “organization”, without limitation, includes any partnership, limited liability company, corporation, association, joint stock company, trust, joint venture, labor organization, unincorporated organization, or governmental authority.
1.6. “Partner(s)” means those individuals or organizations that distribute the Software based on an agreement and license with the Rightholder.
1.7. “Update(s)” means all upgrades, revisions, patches, enhancements, fixes, modifications, copies, additions or maintenance packs, etc. that Rightholder provides from time to time in its discretion.
2.1. You may install and use the Software on the number of Computers that was specified in an applicable order accepted by Rightholder or a Partner when You purchased a license to the Software.
2.2. From the time of the Software activation, You have the right to receive the following services for the defined period specified on the Software package:
Updates of the Software via the Internet when and as the Rightholder publishes them on its website or through other online services. Any Updates that You may receive become part of the Software and the terms and conditions of this EULA apply to them;
Provided that You have installed the latest Updates, Technical Support via the Internet, as described in the documentation provided with the Software or at Rightholder’s website. Rightholder does not guarantee that Technical Support will be available for Software that does not have the latest Updates installed.
3.1. You may not make or distribute copies of the Software, or electronically transfer the Software from one Computer to another or over a network.
3.2. You may not alter, merge, modify, or adapt the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form, except to the extent permitted by applicable law notwithstanding this restriction or to the extent otherwise expressly permitted by Rightholder.
3.3. You may not sell, resell, rent, lease, or sublicense the Software. Only authorized Partners of Rightholder are permitted to resell or sublicense the Software.
3.4. You may not modify the Software or create derivative works based upon the Software.
3.5. In the event that You fail to comply with this EULA, Rightholder may terminate all licenses to the Software and You must destroy all copies of the Software.
3.6. Unless otherwise provided herein, You shall not install or use more than the number of copies of the Software for which You purchased a license.
3.7. You may not remove or modify any proprietary notice or labels from the Software or any output of the Software, including author attribution and copyright notices.
3.8. You may not use the Software for any non-authorized purpose or any illegal purpose under applicable law.
5.1. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK. THE SOFTWARE IS PROVIDED ON AN “AS IS” AND AN “AS AVAILABLE” BASIS. RIGHTHOLDER AND ITS SUPPLIERS AND PARTNERS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS WITH REGARD TO THE SOFTWARE OR ANY PRODUCTS OR SERVICES PROVIDED UNDER THIS EULA, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND QUIET ENJOYMENT. RIGHTHOLDER DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2 or ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE (UCC), AS IMPLEMENTED IN ANY JURISDICTION, WILL BE CONFERRED ON YOU UNLESS EXPRESSLY GRANTED HEREIN. THE SOFTWARE IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS OR HIGH-RISK ENVIRONMENTS OR USE CASES REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. RIGHTHOLDER SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
5.2. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE OR ANY PRODUCTS OR SERVICES PROVIDED UNDER THIS EULA, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE OF DELIVERY OF SUCH SOFTWARE, PRODUCTS, OR SERVICES.
5.3. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY RIGHTHOLDER OR ITS PARTNERS, OR ITS OR THEIR AGENTS OR EMPLOYEES, SHALL CREATE A REPRESENTATION OR WARRANTY, NOR IN ANY WAY INCREASE THE SCOPE OF ANY EXPRESS REPRESENTATION OR WARRANTY PROVIDED HEREIN.
5.4. RIGHTHOLDER SHALL HAVE NO LIABILITY, AND YOU RELEASE RIGHTHOLDER OF ANY AND ALL LIABILITY, IF THE SOFTWARE HAS BEEN ALTERED IN ANY WAY, OR FOR ANY FAILURE THAT ARISES OUT OF USE OF THE SOFTWARE WITH OTHER THAN A RECOMMENDED HARDWARE CONFIGURATION, PLATFORM OR OPERATING SYSTEM.
5.5. RIGHTHOLDER IS NOT RESPONSIBLE FOR ANY THIRD-PARTY SOFTWARE INSTALLED BY YOU, INTENTIONALLY OR INADVERTENTLY, BY PURCHASING LICENSES OR DOWNLOADING THE SOFTWARE FROM AN UNAUTHORIZED PARTY THAT IS NOT A RIGHTHOLDER PARTNER.
5.6. YOU ARE RESPONSIBLE FOR ENSURING THAT YOUR PARTICULAR USE OF THE SOFTWARE DOES NOT VIOLATE APPLICABLE LAW, THIRD-PARTY RIGHTS, OR YOUR CONTRACTUAL OBLIGATIONS TO THIRD PARTIES.
6.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER RIGHTHOLDER NOR ITS SUPPLIERS OR PARTNERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE OR ANY PRODUCTS OR SERVICES PROVIDED UNDER THIS EULA WHETHER BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF RIGHTHOLDER OR ITS SUPPLIERS OR PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
6.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIGHTHOLDER’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAID TO RIGHTHOLDER FOR ANY SOFTWARE OR OTHER PRODUCTS OR SERVICES PROVIDED UNDER THIS EULA.
6.3. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO ALL
ASPECTS OF THIS EULA.
GNU and Other Third Party Licenses
The Software may include some software programs that are licensed (or sublicensed) to You under the GNU General Public License (GPL) or other similar open source or free software licenses which, among other rights, permit the user to copy, modify and redistribute certain programs, or portions thereof, and have access to the source code (“Open Source Software”). If such licenses require that the source code of any such Open Source Software included in the Software be made available, then the source code shall be made available to You upon Your sending a request to [email protected]
If any Open Source Software licenses require that the Rightholder provide rights to use, copy or modify any Open Source Software that are broader than the rights granted in this EULA, then such rights shall take precedence over the rights and restrictions herein.
This EULA gives You a limited license to use the Software. Rightholder and its suppliers and Partners retain all right, title and interest, including all copyright and other intellectual property rights, in and to the Software and all copies thereof. All rights not specifically granted in this EULA, including federal and international copyrights, are reserved by Rightholder, its suppliers and its Partners.
9.1. Applicable Law, Arbitration, and Choice of Venue. This EULA will be governed by and construed in accordance with the laws of the Republic of Cyprus without reference to conflicts of law rules and principles. This EULA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Any dispute arising out of the interpretation or application of the terms of this EULA or any breach thereof shall, unless it is settled by direct negotiation, be adjudicated by arbitration in the Republic of Cyprus. Any award rendered by the arbitrator shall be final and binding on the parties and any judgment on such arbitration award may be enforced in any court of competent jurisdiction. Nothing in this Section 9 shall prevent a Party from seeking or obtaining equitable relief from a court of competent jurisdiction, whether before, during or after arbitration proceedings.
9.2. Entire Agreement and Non-waiver. This EULA contains the complete agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by You in relation to the Software licensed hereunder shall be of no effect. The failure or delay of Rightholder to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.
9.3. Restriction on Amendments. No Rightholder Partner, or agent or employee of a Rightholder Partner, is authorized to make any amendment to this EULA. Any conflict or ambiguity between this EULA and any separate terms or conditions provided by a Rightholder Partner regarding the Software shall be resolved in favor of this EULA.
9.4. Severability. If any provision of this EULA shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this EULA will remain in full force and effect.
9.5. No Use Where Prohibited. Use of the Software is unauthorized in any jurisdiction that does not give effect to all provisions of this EULA.
9.6. Assignment. You may not assign, by operation of law or otherwise, any rights or delegate any duties under the EULA to any third party without prior written consent by Rightholder. Any purported assignment lacking such consent will be void at its inception. Rightholder may assign all or part of its rights and/or delegate all or part of its duties under the EULA to any party, at any time, and in its sole discretion, upon notice of assignment by publishing such notice on its website.
Period for Bringing Actions.
No action, regardless of form, arising out of the transactions under this EULA, may be brought by either party hereto more than one (1) year after the cause of action has accrued, except that an action for infringement of intellectual property rights may be brought within the maximum applicable statutory period.
Should You have any questions concerning this EULA, or if You desire to contact the Rightholder for any reason, please contact our Customer Support Service:
© 2019 DAXI SOFTWARE LIMITED. All Rights Reserved. The Software and any accompanying documentation are copyrighted and protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.