SOFTWARE LICENSE AGREEMENT
READ THIS DOCUMENT CAREFULLY BEFORE INSTALLING PROCESSROBOT SOFTWARE AND ITS COMPONENTS. BY DOWNLOADING, INSTALLING AND USING THE SOFTWARE AND ITS COMPONENTS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE AND ITS COMPONENTS. YOU AGREE THAT YOUR’ INSTALLING OR USE OF THE SOFTWARE AND ITS COMPONENTS ACKNOWLEDGES THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
YOU AGREE THAT THE AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU AND THIS AGREEMENT IS ENFORCEABLE AGAINST YOU.
This is a legal agreement between you (either an individual or a legal entity, “CUSTOMER”) and Softomotive Ltd. (“SOFTOMOTIVE”) and its authorized distributors and resellers. This Software License Agreement (the “AGREEMENT”) states the terms and conditions upon which SOFTOMOTIVE offers to license ProcessRobot Evaluation/Trial Edition (the “TRIAL EDITION”), and ProcessRobot Enterprise Edition (the “ENTERPRISE EDITION”) together with all related documentation and accompanying items including, but not limited to, the executable programs, drivers, libraries and data files associated with such programs (collectively the “SOFTWARE”). The SOFTWARE consists of the following software components: The Server, the Process Studio, the Control Desk, the Control Desk Web Console, the SoloBots, the SideBots and the Insights DashBoard (“the COMPONENTS”). This AGREEMENT applies to both the SOFTWARE and the COMPONENTS.
THE AGREEMENT APPLIES TO VERSION 2018.1 OF THE SOFTWARE AND THE COMPONENTS.
Grant of License
(a) The SOFTWARE and the COMPONENTS are licensed, not sold, to you for use only under the terms of this AGREEMENT. SOFTOMOTIVE retains all title to and ownership of the SOFTWARE and the COMPONENTS and reserves all rights not expressly granted to you.
(b) The license of the SOFTWARE and the COMPONENTS is either annual or perpetual depending on the license plan you have opted to purchase. Each COMPONENT license is sold to you separately. In case of annual subscriptions on each annual anniversary you will need to renew your license of use of the SOFTWARE and each COMPONENT, as per our then current applicable commercial policy, should you wish to continue using the SOFTWARE and each COMPONENT and receiving Technical Support & Version Updates. In case you have opted to purchase the perpetual licensing plan and should you wish the SOFTWARE and the COMPONENTS to be up to date at all times you will need to pay on each annual anniversary of your perpetual licensing plan the agreed Technical Support & Version Updates fees that SOFTOMOTIVE has communicated to you or will communicate to you from time to time.
(c) If you have obtained the TRIAL EDITION and have not purchased a license key for the ENTERPRISE EDITION, SOFTOMOTIVE grants you a thirty (30) calendar day non-exclusive, non-transferable license to use the SOFTWARE AND ANY OF ITS COMPONENTS free of charge for the purpose of evaluating whether you wish to purchase an ongoing license for the SOFTWARE AND ANY OF ITS COMPONENTS.
(d) WARNING: The TRIAL EDITION will become non-functional thirty (30) calendar days after the first use of the SOFTWARE AND ANY OF ITS COMPONENTS. SOFTOMOTIVE disclaims all liability and responsibility for any loss of data or other information which may occur as a result thereof.
Method of Use
(a) The SOFTWARE is installed centrally on your server and may serve, through the Components you purchase, multiple devices, where device is defined either as: (i) a physical device such as a personal computer, or (ii) a virtual device, such as an operating environment that may be running concurrently with another operating environment on a single physical device (e.g., VMware, Virtual PC, Virtual Server, VirtualBox etc). Each COMPONENT serves a single device.
(b) You may not transfer the machine-readable portion of the SOFTWARE from one central server to another as well as the machine-readable portion of the Components from one device to another unless you have the explicit written consent from SOFTOMOTIVE to do so in case of a hardware failure. You may not allow any possibility that the SOFTWARE will be used on more than one server and the Components on more than one device at a time.
Technical Support & Version Updates
Details of Technical Support & Version Updates can be found in the Software Assurance Plan, attached hereto as ANNEX A.
The SOFTWARE and the COMPONENTS are owned by SOFTOMOTIVE and are protected by Greek copyright laws and international treaty provisions. You may not remove the copyright notice from any copy of the SOFTWARE and the COMPONENTS or any copy of the written materials, if any, accompanying the SOFTWARE and the COMPONENTS.
One Archival Copy
You may make one (1) archival copy of the machine-readable portion of the SOFTWARE and the COMPONENTS for backup purposes only in support of your use of the SOFTWARE and the COMPONENTS on a single device, provided that you reproduce on the copy all copyright and other proprietary rights notices included on the originals of the SOFTWARE and the COMPONENTS.
No Merger or Integration
You may not merge any portion of the SOFTWARE and the COMPONENTS into, or integrate any portion of the SOFTWARE and the COMPONENTS with, any other program, unless otherwise agreed in writing with SOFTOMOTIVE.
Transfer of License
(a) You may not sublicense, assign or transfer any of your rights under this AGREEMENT to any third party.
(b) Notwithstanding the foregoing, you may permanently transfer your license of the SOFTWARE only to a successor entity provided that: (i) you remove the SOFTWARE and the COMPONENTS before transferring it separately from the device where it was installed, (ii) you do not retain any copies of the SOFTWARE and the COMPONENTS or the license key, (iii) the receiving party agrees that this AGREEMENT applies to the transfer and use of the SOFTWARE and the COMPONENTS.
You agree to the following additional terms and restrictions related to the License:
(a) You may not: (i) work around any technical limitations in the SOFTWARE and the COMPONENTS; (ii) modify, adapt or translate the SOFTWARE and the COMPONENTS, (iii) copy the SOFTWARE and the COMPONENTS except to make archival copies as provided in this AGREEMENT; (iv) publish or make available in any way the SOFTWARE and the COMPONENTS for others to copy; (v) rent, lease or lend the SOFTWARE and the COMPONENTS; (vi) share the license key with any third party.
(b) You may be required to connect to the Internet and log in at any time during the License Term;
(c) SOFTWARE and the COMPONENTS may automatically connect to the Internet to verify License validity without notice at any time;
(d) You may not enable or allow others to use the SOFTWARE and the COMPONENTS as Customer.
(e) You acknowledge that the SOFTWARE and the COMPONENTS contains trade secrets and other proprietary information of SOFTOMOTIVE. You may not decompile, disassemble or otherwise reverse engineer the SOFTWARE and the COMPONENTS, or engage in any other activities to obtain underlying information that is not visible to the user in connection with normal use of the SOFTWARE and the COMPONENTS. In particular, you agree not for any purpose to transmit the SOFTWARE and the COMPONENTS or display the SOFTWARE’s and the COMPONENTS’ object code on any computer screen or to make any hard copy memory dumps of the SOFTWARE’s and the COMPONENTS’ object code.
(f) If you believe you require information related to the interoperability of the SOFTWARE and the COMPONENTS with other programs, you shall not decompile or disassemble the SOFTWARE and the COMPONENTS to obtain such information, and you agree to request such information from SOFTOMOTIVE at the address listed below. Upon receiving such a request, SOFTOMOTIVE shall determine whether you require such information for a legitimate purpose and, if so, SOFTOMOTIVE will provide such information to you within a reasonable time and on reasonable conditions. In any event, you will notify SOFTOMOTIVE of any information derived from reverse engineering or such other activities, and the results thereof will constitute the confidential information of SOFTOMOTIVE that may be used only in connection with the SOFTWARE and the COMPONENTS.
Termination of License
(a) The license granted to you is effective until terminated.
(b) Termination by You. You may terminate the license at any time by destroying the SOFTWARE and the COMPONENTS (including any portions or copies thereof) currently in your possession or control.
(c) Termination by SOFTOMOTIVE. The license will terminate automatically without any notice from SOFTOMOTIVE if you fail to comply with any term or condition of this AGREEMENT and SOFTOMOTIVE may also enforce any and all rights provided by law.
(d) You agree upon any such termination, either by you or SOFTOMOTIVE, to stop using and destroy the SOFTWARE and the COMPONENTS (including any portions or copies thereof). Any further use of the SOFTWARE and the COMPONENTS will be deemed an infringement of SOFTOMOTIVE’s intellectual property as well as a violation of this AGREEMENT.
(e) The provisions of this AGREEMENT that protect the proprietary rights of SOFTOMOTIVE will continue in force after termination.
(a) ANY USE BY YOU OF THE SOFTWARE AND THE COMPONENTS IS AT YOUR OWN RISK. THE SOFTWARE AND THE COMPONENTS IS PROVIDED FOR USE “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW SOFTOMOTIVE DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF NON-INFINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
(b) SOFTOMOTIVE does not warrant that the functions contained in the SOFTWARE and the COMPONENTS will meet your requirements or that the operation of the SOFTWARE and the COMPONENTS will be uninterrupted or error-free or that defects will be corrected within a certain time period, if at all. Any representation, other than the warranties set forth in this AGREEMENT, will not bind SOFTOMOTIVE. You assume full responsibility for the selection of the SOFTWARE and the COMPONENTS to achieve your intended results, and for the use and results obtained from the SOFTWARE and the COMPONENTS. You also assume the entire risk as it applies to the quality and performance of the SOFTWARE and the COMPONENTS.
(c) SOFTOMOTIVE shall not be liable for the accuracy of any information provided by SOFTOMOTIVE or third-party technical support personnel, or any damages caused, either directly or indirectly, by acts taken or omissions made by you as a result of such technical support.
(d) No oral or written information or advice given by SOFTOMOTIVE, its officers, employees, agents, representatives, authorized distributors and resellers shall create a warranty.
Disclaimer of Damages: Limitation of Liability
IN NO EVENT SHALL SOFTOMOTIVE OR ITS AUTHORIZED DISTRIBUTORS OR RESELLERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOST PROFITS, LOST SAVINGS, LOST REVENUES, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, OR ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF SOFTOMOTIVE OR ITS AUTHORIZED DISTRIBUTORS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SOFTOMOTIVE’S LIABILITY OR DAMAGES TO YOU OR ANY THIRD PARTY EVER EXCEED THE AMOUNT PAID BY YOU TO USE THE SOFTWARE, REGARDLESS OF THE FORM OF THE CLAIM.
Indemnification by You
You agree to defend, indemnify, and hold harmless SOFTOMOTIVE and its officers, employees, agents and representatives from any demand, claim, loss, liability or damage, including actual attorneys’ fees, that it or any of them may incur by reason of or arising out of any claim that is made by any third party that is based in whole or in part upon any claim or allegation relating to the use of the SOFTWARE and the COMPONENTS by you (or your employees, agents or representatives, as applicable).
Contact details of SOFTOMOTIVE are:
2 Eastbourne Terrace
20 Kentish Town Rd
Tel: +44 207 048 2000
(a) This AGREEMENT is binding on you as well as your employees, employers, contractors and agents, and on any successors and assignees.
(b) This AGREEMENT is governed by the laws of England and Wales. For any dispute regarding the terms of this AGREEMENT the competent Courts of London shall have exclusive jurisdiction.
(c) This AGREEMENT is the entire agreement between us and supersedes any other understandings or agreements (oral or written), including, but not limited to, advertising, with respect to the SOFTWARE and the COMPONENTS.
(d) If any provision of this AGREEMENT is deemed invalid or unenforceable by a court of competent jurisdiction, that particular provision will be deemed modified to the extent necessary to make the provision valid and enforceable and the remaining provisions will remain in full force and effect.
(e) You agree that SOFTOMOTIVE will not have any liability for any untrue statement or representation made by it and its officers, employees, agents and representatives or anyone else (whether innocently or negligently) upon which you relied upon entering this AGREEMENT, unless such untrue statement or representation was made fraudulently.
(f) For questions concerning this Agreement, please contact SOFTOMOTIVE at the address stated above.