END USER
LICENSE AGREEMENT
Version valid from 01.08.2022
|
NAVISYS s.r.o. - all rights reserved. This document contains confidential information. No
part of this publication may be copied or otherwise
reproduced or transmitted to a third party in any way without the prior
agreement and written consent of NAVISYS s.r.o. Part of any reproduction of
this document or part thereof, with the consent of NAVISYS s.r.o. this
statement must be. No information about the content or subject matter
of this document or any part thereof may be communicated
orally or in writing in any way to any third party, except as provided in
this Agreement. NAVISYS s.r.o., Florianova
16, 612 00 Brno, tel. +420 515 551 200 |
PLEASE READ THIS AGREEMENT CAREFULLY. IF YOU DO NOT AGREE TO ALL TERMS OF THIS
AGREEMENT, YOU ARE PROHIBITED TO OPEN, DOWNLOAD, INSTALL, COPY
OR USE THE SOFTWARE.
CONTENT:
VI. PROTECTION OF PERSONAL
INFORMATION AND DATA
X. OBLIGATIONS OF CONFIDENTIALITY
I. INTRODUCTORY PROVISIONS
This license
agreement of a company established under Czech law with the company NAVISYS sro, IČO: 25332422, with its registered office at Florianova 1158/16, Královo Pole,
612 00 Brno, registered at the Regional Court in Brno, Section C, Insert 26585
(hereinafter also referred to the PROVIDER) , exercising
proprietary copyrights to the author's work - every computer program under
NAVISYS Extensions product line as add-ons for Microsoft Dynamics 365 Business
Central (hereinafter also referred to the SOFTWARE), regulates the
mutual rights and obligations of the parties arising in connection with or
under this license agreement concluded between the PROVIDER on the one hand and
a natural or legal person (through an authorized representative who confirms by
such agreement that he is a legal person for such legal action authorized as a
person using the SOFTWARE (hereinafter referred to as the CUSTOMER)
on the second party, and possibly also the person mediating the delivery of the
SOFTWARE to the CUSTOMER (hereinafter referred to as the PARTNER)
on the third party (if the SOFTWARE is provided through it).
This Agreement binds the CUSTOMER always
regardless of whether he acquired access to the SOFTWARE through the PARTNER or
directly from the PROVIDER.
All provisions of this Agreement relating to the
CUSTOMER shall automatically apply to the PARTNER in the event that the
SOFTWARE is made available to the PARTNER in any way (including use for the
purpose of implementing the SOFTWARE at the CUSTOMER or managing the SOFTWARE
at the CUSTOMER), especially Article III., VII. and X.
of this Agreement.
In the event that the PARTNER acts as an
intermediary for obtaining a LICENSE between the PROVIDER and the CUSTOMER, it
is obliged to contractually ensure with the CUSTOMER
the performance of this contract in its entirety before implementing (making
available) the SOFTWARE to the CUSTOMER. by contract. In the event of a breach of this Agreement by a CUSTOMER who has
acquired the SOFTWARE through the PARTNER, that PARTNER shall be fully liable
for the CUSTOMER to whom the SOFTWARE was delivered, together with the
CUSTOMER, jointly and severally, and the PROVIDER is entitled to assert its
claims against the PARTNER., and the CUSTOMER, or both at the same time, at
their own discretion
SOFTWARE means all or any part of the software
included in this Agreement, accompanying manuals, packaging and other written
files, electronic or online materials or documents, and all copies of the
software and its materials.
The SOFTWARE is licensed,
not sold, and CUSTOMER hereby acknowledges that no right or title to the
SOFTWARE is hereby transferred or assigned to it, and that this Agreement shall
not be construed as a sale of any rights to the SOFTWARE. By opening, downloading,
installing, copying or otherwise using the SOFTWARE and other materials
contained in the SOFTWARE, CUSTOMER agrees to be bound
by the terms of this Agreement.
The term CUSTOMER also means CUSTOMER employees or
other persons who use the SOFTWARE under the PROVIDER-PARTNER relationship or
the PARTNER-CUSTOMER relationship or the PROVIDER-CUSTOMER relationship, or any
person who has gained access to the SOFTWARE. The CUSTOMER is obliged to ensure
compliance with this agreement also for persons to whom it allows access to the
SOFTWARE, while it is responsible for the activities of these persons to the
same extent as if it had done so.
Rights and
obligations not expressly regulated by this contract are governed by Czech law,
in particular Act No. 89/2012 Coll., The Civil Code, and Act No. 121/2000
Coll., The Copyright Act.
The SOFTWARE may require a full Internet connection
to access Internet features, verify the SOFTWARE, or perform other functions;
the SOFTWARE may also require certain types of hardware or other software to be
fully functional. The PROVIDER is not obliged to provide the CUSTOMER with
access to the Internet, specialized hardware or software. Providing access to
the Internet, specialized hardware or software is the responsibility of the
CUSTOMER.
II. LICENSE
The PROVIDER
hereby grants the CUSTOMER a non-exclusive, non-transferable, limited and
revocable right to use a worldwide copy of the SOFTWARE in an agreed number of
user licenses for the CUSTOMER's personal use (or the needs of its employees
and other persons directly involved in the CUSTOMER's business), incl. the
right to implement the SOFTWARE at the CUSTOMER through an authorized PARTNER,
for the purpose for which the SOFTWARE is made, as the PROVIDER intended,
unless expressly stated otherwise in the SOFTWARE documentation (hereinafter
referred to as the LICENSE). LICENSE is
within the scope of a simple user license. LICENSE may include multiple user
licenses as agreed between the PROVIDER and the CUSTOMER. Only one user may use
one user license, user license sharing is prohibited.
The PARTNER is entitled to use the SOFTWARE only
to the extent necessary for the implementation of the SOFTWARE at the CUSTOMER
and possibly management of the implemented SOFTWARE at the CUSTOMER. Other uses
are prohibited.
LICENSE is conditional upon Customer's
compliance with this Agreement. The term of the LICENSE under this Agreement
begins on the date the CUSTOMER (directly or through the PROVIDER or PARTNER)
installs or otherwise uses the SOFTWARE and ends with either the CUSTOMER (or
its designee) disposes of the SOFTWARE or terminates this Agreement. (as set forth in this Agreement or applicable law) whichever
occurs first.
The PROVIDER retains and retains all rights and
claims to the SOFTWARE indefinitely, including all copyrights, trademarks,
trade secrets, trade names, property rights, patents, proprietary rights,
computer codes, audio-visual effects, partial copyright works, etc., i.e.
everything that forms part of the SOFTWARE.
The SOFTWARE, including texts, photographs,
graphics, and other elements contained therein, is copyrighted and is protected
by copyright and trademark rights in force in the Czech Republic and other
applicable laws and treaties in force worldwide.
The SOFTWARE is prohibited,
in whole or in part, from copying, reproducing, modifying, modifying or
distributing in any way or on any medium without the prior written consent of
the PROVIDER, except for the lawful use of a copy of a computer program by its
authorized user.
Any person who copies,
reproduces or distributes the SOFTWARE or any part thereof in any way or on any
medium hereby knowingly infringes copyright and may be prosecuted in civil or
criminal proceedings in the Czech Republic or in the offender's country of
origin.
The PROVIDER warns that copyright infringement
in the Czech Republic is punishable by law by a fine for natural persons up to
CZK 150,000 and for natural persons and legal entities up to CZK 500,000 for
one offense (for more details § 105 and § 105b of the Copyright Act).
The SOFTWARE may contain additional third-party
licenses, which may also be separately protected in
the event of a breach of this Agreement. PROVIDER and, where applicable, its
own licensors hereby reserve all rights not expressly granted in this
Agreement.
III. LICENSE CONDITIONS
The CUSTOMER undertakes in particular that
a. Will not use the SOFTWARE for purposes for which the SOFTWARE
is not provided by the PROVIDER;
b. Will not distribute, rent, lease, modify, or otherwise transfer or assign
the SOFTWARE, even in copy, without prior express written consent by the
PROVIDER or in a manner expressly described in this Agreement.;
c. Will not make copies of the SOFTWARE or any portion thereof (other than as
provided in this Agreement or copyright law)
d. Will not make copies of the SOFTWARE available online for use or download
by multiple users;
e. Will not distribute, lend, display or communicate the SOFTWARE to the
public (including communication to the public via the Internet),
f. the SOFTWARE will not reverse engineer, decompile, disassemble, display or
demonstrate, produce derivative works, or modify it in any way, in whole or in
part;
g. will not remove or alter notices of the SOFTWARE or its marks or
proprietary labels that appear on or in the SOFTWARE;
h. will not restrict or prohibit other users from using or using or using the
online elements of the SOFTWARE;
i. will not cheat (including, for example, exploiting program bugs) or use any
unapproved robots, spiders or other programs in connection with the online
SOFTWARE elements;
j. will not violate the terms, policies, licenses or code of ethics regarding
the online elements of the SOFTWARE;
k. will not
transport, export or re-export the SOFTWARE (directly or indirectly) to countries that may not accept the SOFTWARE under
export laws or regulations of the European Union and the Czech Republic or
under the European Union and Czech Republic regulations on economic sanctions,
or otherwise violate laws or regulations or laws the country in which the
SOFTWARE was acquired, as last amended.
l. Will not interfere with the source code of the SOFTWARE access the source
code of the SOFTWARE and make the source code of the SOFTWARE available to a
third party,
m. Will not overload SOFTWARE requirements.
In the event that CUSTOMER or a person who has been granted CUSTOMER access
to the SOFTWARE, even through negligence, exceeds its
rights under the LICENSE acquired under this Agreement, including through
negligence, or CUSTOMER breaches any of the above obligations, or unjustifiably
provides the LICENSE or any rights forming part of the LICENSE in whole or in
part to a third party, the PROVIDER is entitled, at its discretion, to restrict
or suspend the CUSTOMER from the authorization of the LICENSE the above
obligations on the part of the CUSTOMER or persons to whom the CUSTOMER has
allowed access to the SOFTWARE.
In the event of a breach of any of the CUSTOMER's
obligations set out above in this Article III. of this
contract, regardless of whether it was caused by the CUSTOMER or the person who
allowed the CUSTOMER access to the SOFTWARE, a contractual penalty of CZK
1,000,000 is agreed for each individual breach of any of the above obligations
of the CUSTOMER, which the CUSTOMER is obliged to the first demand to pay the
PROVIDER, while the PROVIDER has the right to compensation to the CUSTOMER for
damages arising from the breach of obligations to which the contractual penalty
relates (including issuing all enrichment of the CUSTOMER), in addition to the
CUSTOMER's obligation to pay the contractual penalty, i.e. the CUSTOMER to pay
compensation in full or to return unjust enrichment in accordance with
generally binding legal regulations.
IV. LICENSE TRANSFER
The PROVIDER allows the transfer of the entire
physical copy of the previously uploaded SOFTWARE and accompanying
documentation permanently to another person (a new CUSTOMER), only if the
following conditions are met:
a. The original CUSTOMER will not retain any copies (whether archival or
backup) of the SOFTWARE, accompanying documentation, or parts or components of
the SOFTWARE, or accompanying documentation, and
b. the new CUSTOMER agrees to the terms of this Agreement
c. the PROVIDER agrees to the transfer of the LICENSE to a new CUSTOMER
The transfer of the SOFTWARE may require a special
procedure and the cooperation of the PROVIDER. LICENSES for
certain SOFTWARE elements may be non-transferable and may fail in the
event of a LICENSE transfer if the original installation copy of the SOFTWARE
is deleted or if a previously uploaded copy is no longer available to users.
V. LICENSE REMUNERATION
The provision of the LICENSE is conditional on
the payment of a fee for the LICENSE to the PROVIDER. The amount of the
remuneration and the method of its payment to the PROVIDER is
agreed in a separate contractual agreement (order, etc.).
Late payment of the LICENSE fee constitutes:
a. The PROVIDER’s right to suspend or revoke the CUSTOMER’s rights from the
LICENSE (restriction or withdrawal of access to the SOFTWARE),
b. The CUSTOMER’s obligation to pay the PROVIDER contractual interest on arrears
in the amount of 0.05% per day on the amount due until
full payment of the LICENSE fee,
regardless of whether the LICENSE is managed by the CUSTOMER or PARTNER in relation
to the PROVIDER.
VI. PROTECTION OF PERSONAL INFORMATION AND DATA
The protection of the CUSTOMER's
personal data, where the PROVIDER acts as the administrator of the CUSTOMER's
personal data, is regulated by the Privacy Policy available here: www.navsherpa.com/privacypolicy.html
In some cases, the PROVIDER works with the
CUSTOMER's databases, which are part of the SOFTWARE, in order to test the
functionality of the SOFTWARE. The PROVIDER is not a processor of personal data
within the meaning of Regulation (EU) No. 2016/679 of the European Parliament
and of the Council on the protection of individuals with regard to the
processing of personal data and on the free movement of such data, as it does
not systematically process CUSTOMER data for manipulation. The processing of
personal data is any act or set of acts that the controller or processor
systematically performs with personal data, either automatically or by other
means. Processing means, in particular, the collection, recording, arrangement,
structuring, storage, making available, modification or modification, retrieval,
inspection, use, transmission, dissemination, publication, storage, exchange,
sorting or combination, blocking and disposal. However, processing within the
meaning of the cited general regulation cannot be understood
as any treatment of personal data. The processing of personal data must be considered as a more sophisticated activity, which
the controller with personal data performs for a certain purpose and from a
certain point of view does so systematically. For the handling of personal data
in a way that is not processing, protection is provided,
for example, by Act No. 89/2012 Coll., The Civil Code. As controllers, the
General Regulation is governed only by entities that
process personal data in the sense of the definition of processing.
The data entered by the CUSTOMER into the SOFTWARE
database space is located:
a. On the CUSTOMER’s server or another person of the CUSTOMER’s choice,
b. On the server of the hosting provider provided by the PROVIDER.
The PROVIDER shall protect the CUSTOMER's data
entered into the SOFTWARE database space by appropriate means against leakage,
misuse or other interference. The level of security is
maintained in accordance with generally applicable standards.
The SOFTWARE may include measures to control access
to the SOFTWARE, control access to certain elements or content, prevent
unauthorized copying, or other measures to prevent anyone from exceeding the
LICENSE granted in this Agreement. These measures may include the incorporation
of license management, product activation, and other security technology into
the SOFTWARE and usage monitoring, including time, date, access, or other
controls, counters, serial numbers, and / or other security devices designed to
prevent unauthorized use. access, use and copy the
SOFTWARE or its parts or components, including breach of this Agreement. The
PROVIDER reserves the right to monitor the use of the SOFTWARE at any time to
monitor compliance with this Agreement. CUSTOMER is not entitled to interfere
in any way with these access control measures or to try to disable them or to
circumvent these security features, and if he does so, the LICENSE or the
functionality of the SOFTWARE may be canceled.
VII. RESPONSIBILITY
CUSTOMER
acknowledges that the CUSTOMER's actions or omissions in violation of this
Agreement are a breach of the CUSTOMER's contractual obligation, leading to the
CUSTOMER's obligation to compensate the PROVIDER, its partners, its licensors,
related parties, suppliers, members of its authorities, employees, agents, and
others by breach of the CUSTOMER's obligations (whether directly or
indirectly), regardless of whether such breach of contract has been
subsequently remedied by the CUSTOMER, all without the need for a deposit,
other security or submission proof of the amount of damage.
The PROVIDER is not responsible for:
a. Damage that he did not cause, especially for damages caused by a
combination of external influences, computer infiltrations, other software,
hardware and use, or non-use, or inability to use the SOFTWARE as a result of
these influences,
b. Damage that results from or in direct connection
with the improper use of the SOFTWARE or the malfunctioning of the SOFTWARE,
c. Damage that results from or in direct connection
with the improper use of the SOFTWARE or the malfunctioning of the SOFTWARE,
d. Delays caused by delays in fulfilling the CUSTOMER’s obligations,
e. Possible malfunction, unavailability or poor availability of the SOFTWARE
due to a fact not caused by the PROVIDER,
f. Possible leakage of information and data from the SOFTWARE environment or
loss of damage of data due to a fact not caused by the PROVIDER,
g. indirect
consequences of damage - unrealized turnovers, claims of third parties, for
unintentional loss or damage to data, and the resulting consequences, loss of
goodwill, failure or malfunction of the CUSTOMER's hardware, penalty
compensation, etc., regardless of whether the PROVIDER knew on the possibility
of such damages or not, further deviating from the provisions of § 2952 of Act
No. 89/2012 Coll. it is agreed that the PROVIDER shall not reimburse the lost
profit, any costs incurred as a result of the breach of the PROVIDER's
obligations, or any consequential damages or destructions,
h. breach of his obligations under this contract, if force majeure prevented
him from performing them,
i. for unpredictable loss or damage (special an incidental),
j. loss or limitation of the functionality of the SOFTWARE due to the quality
of the Internet connection provided to the CUSTOMER by a third party.
The PROVIDER's total liability to the CUSTOMER
for breach of the PROVIDER's obligations under this Agreement or the law is
limited to the total remuneration that the PROVIDER received from the CUSTOMER
for providing the LICENSE under this Agreement. Damage is
paid only in money.
VIII. CONTRACT TERMINATION
This contract is being negotiated:
k. For an indefinite period in the event that the SOFTWARE is provided in the
form o fa purchase of a LICENSE (Perpetual), but
always for the maximum duration of the proprietary copyright to the SOFTWARE
under copyright law, or
l. For a definite period in the event that the SOFTWARE is
provided in the form of a time-limited LICENSE (Subscription), always
for the duration of the subscription, after the end of the subscription, the
CUSTOMER loses the LICENSE.
In the event that this contract is concluded for an indefinite period, either
party is entitled to terminate this contract with three (3) months’ notice in
the event that the conditions of one of the parties have changed so much that
it cannot be fairly demanded from this party, to continue the commitment
established by this Agreement.
The PROVIDER is entitled to withdraw from this
contract with effect in the future from the date of delivery of the withdrawal
to the CUSTOMER, at any time after finding out any of the reasons for
withdrawal. The reasons for withdrawal are legal reasons and the following
breach of this contract:
a. CUSTOMER or a person who has been granted CUSTOMER
access to the SOFTWARE, including through negligence, exceeds his rights under
the LICENSE acquired under this Agreement, including through negligence.
b. CUSTOMER or a person who has been granted CUSTOMER
access to the SOFTWARE will be in breach of any obligation under Article III. this contract
c. CUSTOMER is in arrears with the payment of any monetary performance to the
PROVIDER arising on the basis of this contract or
related contracts and business conditions relating to the SOFTWARE, longer than
60 days,
d. CUSTOMER or a person who has been granted CUSTOMER
access to the SOFTWARE or this Agreement violates the confidentiality of
information under Article X of this Agreement
e. CUSTOMER or a person who has been granted CUSTOMER
access to the SOFTWARE uses the SOFTWARE for illegal activity or activity that
is prohibited by this Agreement.
In the event of withdrawal, the PROVIDER may
prohibit the CUSTOMER from re-registering or re-accessing the SOFTWARE, as well
as destroy the CUSTOMER's data stored in the SOFTWARE without the CUSTOMER
being entitled to provide it, without further notice.
This Agreement also terminates automatically if:
a. the PROVIDER or its contractual partner or the CUSTOMER or its contractual
partner ceases to operate the servers with the SOFTWARE,
b. destroying or deleting all copies of the entire SOFTWARE from CUSTOMER'S
ownership, safekeeping or administration
Upon termination of this Agreement, CUSTOMER shall
cease to use the SOFTWARE and destroy or return the physical copy of the
SOFTWARE to the PROVIDER, as well as permanently destroy all copies of the
SOFTWARE, accompanying documentation, related materials and all parts thereof
in your possession or control. including copies from
the client server, computer, or mobile device on which they are installed.
IX. ADDITIONAL COSTS
Use of the SOFTWARE may be subject to the
obligation to pay taxes, fees and other expenses to entities other than the
PROVIDER. The CUSTOMER acknowledges that no remuneration of the PROVIDER for
the provision of the LICENSE includes the above-mentioned additional costs and
the CUSTOMER is obliged to pay these without the right
to their compensation by the PROVIDER. CUSTOMER acknowledges that non-payment
of additional costs may lead to limited operation or complete malfunction of
the SOFTWARE.
X. OBLIGATIONS OF CONFIDENTIALITY
The CUSTOMER undertakes to keep in confidence:
a. all facts, information and data relating to the SOFTWARE, LICENSE or
related to the LICENSE and SOFTWARE, incl. the content of this contract and the
content of the PROVIDER's portal,
b. any information from the PROVIDER which is not publicly known and which
will be communicated or provided to the CUSTOMER in connection with the
performance of this contract, whether in oral, audio, visual, written or other
form, or such that the CUSTOMER in connection with this contract regardless of
whether they are marked as confidential,
c. any information from the PROVIDER which is not publicly known and which
will be communicated or provided in connection with this contract by any third
party, in particular information subject to protection under copyright law;
d. any information corresponding to the PROVIDER's trade secret in the sense
of the provisions of Section 504 of Act No. 89/2012 Coll.;
e. any information of a technical, economic, legal and production nature in
tangible or intangible form provided by the PROVIDER to the CUSTOMER
(hereinafter
collectively referred to as "CONFIDENTIAL INFORMATION")
THE CUSTOMER undertakes that:
a. will maintain the confidentiality of any CONFIDENTIAL INFORMATION that it
does not disclose or in any way disclose to any third party, unless otherwise
provided in this Agreement;
b. under no
circumstances will he use the CONFIDENTIAL INFORMATION for his own benefit and
will not benefit from it in any way, unless this contract provides otherwise,
he is entitled to use the CONFIDENTIAL INFORMATION only in connection with the
performance of this contract and the rights acquired by this contract, but always
so as not to harm the PROVIDER or him. caused any damage,
c. will make every possible effort to ensure that CONFIDENTIAL INFORMATION is
not in the sense of the provisions of Section 1730, Paragraph 2 of Act No.
89/2012 Coll. misused or not to be disclosed without a legitimate reason,
d. in the event that this Agreement is terminated, it will refrain from any
further use of CONFIDENTIAL INFORMATION under this Agreement, and shall return
all CONFIDENTIAL INFORMATION available to the PROVIDER, and if such a procedure
is not possible, it is obliged to destroy all such incl. copies of them,
e. in the case of legitimate provision of CONFIDENTIAL INFORMATION, it will
proceed in such a way as to provide CONFIDENTIAL INFORMATION to the smallest
possible extent, while it is obliged to make every possible effort to protect
the CONFIDENTIAL INFORMATION thus provided,
(hereinafter collectively referred to as the “OBLIGATION
OF CONFIDENTIALITY”)
Notwithstanding the foregoing, the CUSTOMER is entitled to disclose any
CONFIDENTIAL INFORMATION if so imposed by an enforceable decision of a court or
public authority. However, in such a case, the CUSTOMER is obliged, if such a
procedure does not contradict the law, to immediately inform
the PROVIDER about this fact, and if the circumstances allow it, he is obliged
to do so before CONFIDENTIAL INFORMATION is provided.
In the event of a breach of any obligation
arising from the OBLIGATION OF CONFIDENTIALITY, the CUSTOMER is obliged:
a. return all CONFIDENTIAL INFORMATION TO THE PROVIDER without delay, and at
the same time destroy all copies of such information or parts thereof,
b. in accordance with generally binding legal regulations, to compensate for
all damage to the entity which will suffer damage as a result of the breach of
the OBLIGATION OF CONFIDENTIALITY, i.e. in particular to return to which entity
what it has become enriched in which entity as a result of the breach of the
OBLIGATION OF CONFIDENTIALITY,
c. to pay the
PROVIDER a contractual penalty in the amount of CZK 1,000,000 for each such
individual breach of the OBLIGATION OF CONFIDENTIALITY, while the PROVIDER has
the right to compensation to the CUSTOMER arising from the breach of obligations
to which the contractual penalty relates (including issuing all enrichment of
the CUSTOMER), namely in addition to the CUSTOMER's obligation to pay a
contractual penalty, i.e. the CUSTOMER is also obliged to compensate the damage
or return unjust enrichment in full in addition to the contractual penalty in
accordance with generally binding legal regulations.
The CUSTOMER is obliged to ensure that all authorized persons of the
CUSTOMER who will have access to the performance provided under this contract
(employees, members of the CUSTOMER's bodies, managers or any other persons who
act as advisers to the CUSTOMER, internal or external, especially his legal ,
tax, financial or technical advisers), have been duly instructed by the
CUSTOMER on the OBLIGATIONS OF CONFIDENTIALITY pursuant to this Article and
have also been bound by it. The
CUSTOMER shall be liable for the breach of the OBLIGATION OF CONFIDENTIALITY by
third parties to whom the CUSTOMER has given access to CONFIDENTIAL INFORMATION
to the same extent as if the breach had been committed by the
CUSTOMER himself.
THE OBLIGATION OF CONFIDENTIALITY continues even after the termination of
this contract, as it is the will of the parties to be bound by the provisions
of this article even after the termination of this contract, as well as in the
event that this contract is declared invalid from its inception.
XI. TRIAL VERSION OF SOFTWARE
The PROVIDER offers a free trial limited version
with the TRIAL designation for some of its products. All provisions of this
agreement also apply to the TRIAL version of the SOFTWARE, except for those provisions which, according to their content, are to apply
only to paid versions of the SOFTWARE or to the SOFTWARE version, including
elements not available in the TRIAL version.
XII. FINAL ARRANGEMENTS
This contract is concluded
on the day when the CUSTOMER (directly or through the PROVIDER or another
PARTNER) downloads a copy of the SOFTWARE from the PROVIDER's portal: www.appsource.microsoft.com
All disputes arising in connection with this
contract, the parties undertake to settle primarily amicably out of court. In
the event that disputes are not resolved out of court, the courts with
territorial and substantive jurisdiction are called upon
to decide them in accordance with the valid legal regulations of the Czech
Republic.
If any of the provisions of this Agreement or its
Annex is or becomes invalid or ineffective, this shall not affect the legal
effect of the entire Agreement. The parties to this contract
agree that in the event that any provision of this contract proves to be
invalid or ineffective, it will replace it within 60 days from the date of
discovery of this fact (but no later than 60 days from the legal force of the
decision the ineffectiveness of this provision is stated) a provision which
will be the commercially, economically and legally closest provision which has
been found invalid or ineffective and in particular will be in accordance with
the purpose of this contract.
The Contracting Parties declare that the conclusion of this contract has been approved by the competent
authorities of that Contracting Party, if such approval is required by
the applicable legislation or partnership agreement of that Contracting Party,
as confirmed by the authorized representatives of the Contracting Parties.
In the event
that access to the SOFTWARE is obtained by an unauthorized person other than
from the CUSTOMER or PARTNER (or in connection with their activities,
omissions, etc.), he is bound by this agreement from the moment the
unauthorized use of the SOFTWARE begins in the same way as the CUSTOMER
(especially and Article III of this Agreement), however, does not obtain
authorization from the LICENSE, which an unauthorized user can obtain only if
the PROVIDER agrees and at the same time pays the PROVIDER's fee for the
LICENSE in the amount specified by the PROVIDER for the entire period of using
the SOFTWARE. Unauthorized use of the SOFTWARE is prohibited and is a breach of this agreement with the
right to payment of a contractual penalty pursuant to Article III. this contract.
This SOFTWARE License Agreement may
be unilaterally changed or updated by the PROVIDER on a regular basis.
The current valid version is available on the PROVIDER portal: ___. The
CUSTOMER will be notified of any change to this contract electronically (by
e-mail, etc.), and within 30 days of notification of the change, the CUSTOMER
is entitled to withdraw from this contract with effect for the future. By
further use of the SOFTWARE after delivery of the notice of change of this
contract according to the previous sentence, the CUSTOMER automatically accepts
the given change of this contract and loses the right to withdraw in the sense
of this paragraph. Unilateral changes to this contract by the CUSTOMER are not permitted.
The parties agree that the United Nations
Convention on Contracts for the International Sale of Goods (Vienna, 1980)
shall not apply to this Agreement or to any dispute or transaction arising
therefrom.
If you have any questions regarding this agreement,
please do not hesitate to contact the provider by e-mail: informace@navisys.cz
In Brno on 01.08.2022
NAVISYS s.r.o.
Florianova 1158/16
612 00 Brno - Královo pole
Czech Republic