LICENSE AGREEMENT

for the use of software (offer)

Revision of July 13, 2023. Effective as of August 01, 2023.

 

This software license agreement is a legal agreement between the Licensor (as defined below) and you (the Licensee).

Registration on the Licensor's website, payment, as well as downloading, installation, copying, actual use of any of the Software products, including the trial version, shall be an unconditional acceptance of the terms and conditions of this License Agreement and its entry into force. Use of the Software Products without acceptance of the terms of this License Agreement is not permitted.

This License Agreement is not a deed of adhesion. The terms and conditions set forth herein may be amended by agreement of the Parties.

This License Agreement may be executed in writing upon Licensee's further request.

This license agreement does not apply to Infrastructure edition Software Products.

 

1. BASIC CONCEPTS AND DEFINITIONS

1.1. Licensor - Ispsystem LTD.

1.2. Licensee is a person acting in accordance with the laws of the state of his location and entitled to enter into legal relations with the Licensor under this License Agreement.

1.3. License Agreement - this License Agreement with all attachments (supplements) hereto. Appendices to this License Agreement (including those incorporated by reference) may contain additional terms and conditions. All additional terms, rules, and regulations referred to in this License Agreement shall apply as if such documents were included directly in the text. The current version of the License Agreement is available on the Licensor's Website:

1.4. Software Product means a computer program, the exclusive right to which belongs to the Licensor or in respect of which the Licensor has the right to distribute. The list of Software Products for which a non-exclusive license under this License Agreement may be granted on the date of order, their description, additional conditions and restrictions, price and term for which the license is granted, are listed on the Licensor's Website and/or in the Client Area.

1.5. Activation keys are an element of the system of technical means of copyright protection used by Licensor to protect Software Products from unauthorized use, as well as to provide under non-exclusive license conditions.

1.6. Licensor's Website is a set of web pages located in the information and telecommunication network of the Internet and united by a single address space of the https://ispsystem.com domain and subdomains of the following levels.

1.7. Client area is a web interface of the Licensor's automated billing system located on the Licensor's Website.

1.8. Additional Content - software (including, but not limited to): modules, plugins, addons dynamically connected to Software Products, or software that functions without mandatory integration and connection to Software Products (standalone software), although such functionality may be provided by the said software), the rights to use which may be granted under this License Agreement subject to additional provisions set forth in the Additional Content Provision Terms posted on the Licensor's Website, as well as other conditions set forth in the Additional Content Terms and Conditions posted on Licensor's Website, as well as other terms and conditions that may apply to certain Additional Content (if applicable).

 

 

2. SUBJECT MATTER

2.1. Under this License Agreement the Licensor, under the terms of a non-exclusive license, grants the right to use the Software Product(s) to the Licensee for the set fee, within the limits and on the terms and conditions provided for in this License Agreement.

2.2. Licensee may also be granted rights with respect to Additional Content under the terms of this Agreement and the Additional Content Terms and Conditions.

2.3. The granting of rights to certain Software Products, as well as under special conditions, may be performed on the basis of a separate license agreement or an appendix to the License Agreement. In all cases, the Licensor shall be entitled to decide whether or not to enter into such a separate license agreement.

2.4. For purposes of this agreement, the rules set forth for the Software Products apply equally to the Additional Content, unless established otherwise in relation to the Additional Content.

 

 

3. SOFTWARE ORDER

3.1. Licenses for Software Products are ordered by the Licensee in Client Area, which is accessed using the Licensee's unique account and/or using automated queries to the billing system using the Licensee's unique identifier.

3.2. Each Order submitted by means of the Client Area contains the name of the Software Product in respect of which the rights will be transferred, the amount of the license fee (if not to be determined on the basis of the amount of use), and the duration of the License, the volume of use and other necessary conditions. By placing an Order for the Software product BILLmanager 6 Hosting & Cloud edition (hereinafter - BILLmanager 6), the Licensee agrees that the amount of the license fee shall be determined based on the actual volume of use - the amount of costs paid. The procedure of calculation of the paid costs in the Software product is contained in the documentation for the Software Product on the Licensor's website.

3.3. In the case of sending Orders in the form of automated requests to the billing system, such a request is formed by the Licensee according to the documentation contained on the Licensor's Website. By submitting an automated request, the Licensee confirms that it has previously read such documentation. The Licensee bears the risk of the consequences of an erroneous automated request.

3.4. An Order approved by Licensor is the basis for billing or redirection to the payment page. A separate agreed order may be in the form of an appendix (specification) to the License Agreement.

3.5. The Licensee downloads a copy of the Software Product, for the use of which the License has been granted to him. Licensor ensures that the Software Products can be obtained from its location.

3.6. The term of the non-exclusive license for a particular Software Product begins when the license fee is credited and continues until the expiration date of the paid-for non-exclusive license. Regarding monthly Licenses for BILLmanager 6, the License period is calculated taking into account the following: a) if a license is ordered in the current month no later than the 15th day of the month, the License period is calculated to the end of the current month and the License is paid proportionally to the number of days; b) if a license is purchased in the current month after the 15th day of the month, the License period is calculated to the end of the following calendar month and is paid proportionally to the number of days; c) in the following months, the License period is calculated from the 1st day to the full number of days.

3.7. The Software Product license is automatically activated immediately after payment is credited. At the same time, the Licensee receives the Activation Keys for downloading. The license is considered granted at the moment of its activation.

3.8. All expressions of will made by Licensee in the Client Area or through automated requests are recognized by the Parties as proper and may not be challenged by Licensee.

3.9. The Parties hereby acknowledge that the information contained in the Client Area is final and indisputable from the moment the Licensee or the Licensor enters it.

3.10. None of the Parties has the right to refer to information other than that contained in the billing system of the Licensor as the basis for determining the rights and obligations of the Parties under this License Agreement, except when the change of information was due to the prior consent of the Parties (including those executed in the form of exchange of electronic messages).

3.11. The functionality of the Client area and/or the form of automated requests may provide for the possibility of ordering other inseparable related services (for example, technical support). The provision of such ancillary services shall be in accordance with the rules established by Licensor.

 

 

4. LICENSE FEE AND PAYMENT PROCEDURE

4.1. Payment of the license fee is made in the form of 100% prepayment using the methods available in the Client Area.

4.2.    Peculiarities of calculating and paying the license fee for the BILLmanager 6 Software Product:

4.2.1. When ordering a license for the BILLmanager 6 Software Product with the term of one month, the Licensee pays the license fee with the included minimum volume of use (the limit amount of paid costs). If the limit amount of paid costs is exceeded, the Licensee shall, not later than 15 calendar days from the date of excess, pay the cost of the license extension, which is calculated on the basis of the actual amount of paid costs, rounded up to the amount multiple of ten thousand euros. For the purposes of the example, if the amount of costs paid amounts to 12,000 euros, the Licensee shall pay the license fee for the license extension with a limit of up to 20,000 euros.

4.2.2. When ordering the license for the BILLmanager 6 Software Product with the term of one year, the Licensee pays the license fee based on the expected volume of use (the limit amount of paid costs). If the limit amount of paid costs is exceeded, the Licensee shall, not later than fifteen calendar days from the date of excess, pay the cost of the license extension, which is calculated on the basis of the actual amount of paid costs, rounded up to an amount multiple of one hundred and twenty thousand euros. For the purposes of the example, if the Licensee has purchased a License with a limit of paid costs up to 240,000 euros per year, and during the period of use the amount of paid costs is 245,000 euros, the Licensee shall pay the license fee for the license extension with a limit of up to 360,000 euros per year.

4.2.3. If it is impossible to obtain information about the actual amount of costs paid by the means of copyright protection built into the BILLmanager 6 Software Product, the license fee shall be paid on the basis of the cost established for the use of the Software Product without limitation of the amount of expenses paid.

4.2.4. For the avoidance of doubt, the Parties stipulated that the license extension shall be paid for the entire term of the License, and not just for the period from the date of exceeding the cap on expenses paid.

4.3. In the case of payment by bank transfer, the payment is made not later than 3 (Three) banking days from the date of formation of an invoice (or receipt) in the Client Area. After the specified period, the cost of the License Fee may be automatically recalculated (if it changes), and the Order may also be canceled at the discretion of Licensor and be deemed not agreed upon.

4.4. The Licensee shall independently take all actions necessary for timely receipt of the invoice, as well as other documents specified in this License Agreement.

4.5. If the Licensee has activated the Autopayment (recurring payments) feature, the license fee for the renewal of the license for a new term will be charged automatically until canceled on each first day of the new license term. Licensee agrees that all payments made automatically are made with his knowledge and at his direction

4.6. The price published on Licensor's Website does not include the applicable VAT, which is to be applied on top of the license fee.

4.7. Any duties, taxes, charges levied based on Licensee's jurisdiction (including, but not limited to): value-added tax, sales tax, income tax), as well as bank commissions related to the payment are paid by the Licensee solely at its own expense. No amounts may be deducted from the value of the license fee.

4.8. Licensor may provide for a different payment procedure, as well as the application of other prices, including such agreement may be reached by the parties in the order of electronic communications specified in this Agreement.

4.9. The paid license fee is not subject to refund, reduction, regardless of use/non-use of the Software Product, including in case of actual reduction of the Software Product usage volume.

4.10. If the Licensee is a legal entity/individual entrepreneur, the invoice is formed in the client area no later than the first five working days of the month following the month in which the license was granted.

 

 

5. SUBLICENSING RIGHT

5.1. Sublicensing is prohibited for all Software Products unless otherwise agreed with Licensor, including in the form of an authorization letter.

 

6. PERMITTED USE

6.1. Licensee is granted the right to use the Software Products in the following ways:

6.1.1. by reproducing the Software Product through recording (installing) one copy of the Software Product onto one computer’s (virtual machine’s) memory and using it according to its designated functional purpose within the provided volume of use (e.g., the number of cores, devices, users);

6.1.2. by making the Software Product available to the public in such a way that any person or a person determined by the Licensee could get access to it via information and telecommunication network, including the Internet; and making available may be performed only by such means that third parties (Customers) are given access only to the visual displays generated by the Software Product and (or) the possibility of interactive interaction with the functional part of the Software Product;

6.2. The right to use the Software Product is granted to the Licensee with the following restrictions:

6.2.1. Licensee is not allowed to modify the Software Product, i.e. to make any changes to it except for:

6.2.1.1. changes in the settings of the Software Product or other similar changes performed by using the features of the Software Product described in the documentation (Accompanying materials);

6.2.1.2. adaptation, i.e. changes, regardless of how they are made, which are made solely for the purpose of ensuring the operation of the Software Product on specific hardware of the Licensee or under the control of specific software of the Licensee;

6.2.1.3. installing updates to the Software Product issued by Licensor.

6.2.2. When using the Software Product in any way, the Licensee is prohibited to perform the following:

6.2.3. reverse engineer, decompile, disassemble, tamper with technology, dismantle or otherwise attempt to extract the source code of the Software Product, or make any changes to the source and object code;

6.2.4. change the structure of the Software Product and/or its databases, the composition of information contained therein (unless such actions are provided by the functionality of the Software Products and/or the documentation for the Software Products);

6.2.5. perform any actions resulting in alteration or deletion of visual representations of a trademark, service mark, commercial designation, or copyright mark generated by the Software Product. It is also prohibited to perform any action that significantly hinders the recognition of the visual representations mentioned in this paragraph, such as obscuring them or changing their original dimensions. The visual representations mentioned in this paragraph can be changed only by means offered directly by the interface of the Software Product.

6.2.6. block the operation of technical means of copyright protection;

6.2.7. modify or create any derivative products (works) based on the Software Product or any element thereof (including audio-visual series and source code);

6.2.8. separate the Software Product into its constituent parts;

6.2.9. create (use) companies in the BILLmanager 6 Software Product, which are taken into account when calculating the paid costs, if a similar company is created (used) in another copy of the Software Product (including by other persons under other license agreements) and in respect of such another copy of the Software Product there is an overdue debt for the payment of the license fee

6.2.10. otherwise use the Software Product in a manner not specified in the documentation or in a manner not in accordance with the recommended hardware and software environment.

6.3. The Licensee may use the Software Products throughout the world. This provision may have limitations on the rights to individual Software Products and/or Additional Content.

6.4. Licensee may not use domain names containing the names of the Software Products, trade names, proprietary names and other means of individualization used by Licensor (including similar ones) for distribution of the Software Products without Licensor's consent. When using and distributing software products, adhere to the rules of business ethics, refrain from unfair acts, including, but not limited to, which directly or indirectly have a negative impact on the perception of the Software products, business reputation of the Licensor.

6.5. Software products may be supplied with accompanying materials, which are descriptions, instructions for configuration and use, etc. Accompanying materials are independent objects of intellectual property, the exclusive right to which belongs to the Licensor. The use of the accompanying materials for any purpose and in any manner other than for the purpose and manner required for use of the Software Products is prohibited.

 

 

7. USAGE MONITORING

7.1. Licensor has the right to use technical means of copyright protection for the purposes of remote monitoring of the Software Product, without notifying the Licensee, including impersonal copying, access, storage, disclosure and use of data on the use of the Software Product, its settings, software and hardware environment, equipment. Such monitoring may be conducted for the following purposes (including, but not limited to): control over the legality of the use of the Software Product, collection of statistical information, search for possible vulnerabilities in the Software Products, improvements to the Software Products, research.

7.2. Protection tools, among other things, may suspend or disable the Software Product in whole or in part if violations are detected, the expiration or termination of the License, exceeding the volume of use included in the License, the inability to exchange information between the Software Product and Licensor's servers via the Internet when the copyright protection tools work, a violation of the terms of the Agreement, or the existence of overdue debt for payment of the license fee. No additional notices of suspension/discontinuation of the Software Products are given.

7.3. The Licensor does not collect personal data as part of the monitoring referred to in this section. All data are collected anonymously.

7.4. If there are reasonable doubts about the legality of the use of the Software Products, Licensor has the right to audit the use of the Software Product during the term of the License to verify compliance with license conditions, without interfering with the Licensee's business activities, and to demand reports on the use. Licensee undertakes to provide the necessary assistance to Licensor in conducting an audit of use.

7.5.    For the purpose of calculating the license fee, the BILLmanager 6 Software Product can transmit an aggregate amount of paid costs, data of the Licensee's companies taken into consideration when calculating the paid costs, as well as certain parameters serving for the purpose of its calculation. If it is impossible to transmit such information, the volume of use of the Software Product is determined and subject to payment at the maximum limit.

7.6.    The means of copyright protection are allowed to suspend the BILLmanager 6 Software Product or prohibit its use (or limit its use, including partially) in case of creation (or use) in the Software Product of a company, which was accounted for in another copy of the Software Product (including under a license agreement with another person) when calculating the paid costs and in respect of such other copy of the Software Product there is an overdue debt for payment of the license fee.

 

 

8. TECHNICAL SUPPORT

8.1. Licensor has the right to provide technical support to Licensee on issues related to the use of the Software Products, in particular with respect to installation, configuration and use. Detailed Technical Support Procedure can be found on the Licensor's Website.

8.2. Technical Support is only provided in the Client Area.

8.3. Technical support is provided to the Licensee at no additional charge.

8.4. Licensor does not provide technical support directly to Licensee's sub-licensees. Licensor does not provide technical support to Licensees for Software products for which licenses are not obtained directly from Licensor.

8.5. Licensee has the right to independently provide technical support for the Software Products.

8.6. Technical support is not provided for Software Products if Licensor has declared the end of the Software Product life cycle (EOL).

 

 

9. SOFTWARE UPDATES

9.1. Licensor may periodically at its sole discretion and based on its development plan, release updates of the Software Product, the installation of which eliminates errors, expands, modifies functionality, changes the visual representation of the Software Product, and makes other changes.

9.2. Updates may change minimum hardware or software environment requirements, supported operating systems, and other operating conditions.

9.3. Licensor makes no commitment to support individual operating systems, technologies and additional software.

9.4. Loading and installation of updates of the Software Product is performed automatically, provided that the server, on which the Software Product is installed, is connected to the information and telecommunication network of the Internet and has an active license. Downloading and installing updates of the Software Product is performed only with the Licensee's consent.

9.5. Updating the Software Products during the license period is included in the license fee, unless otherwise specified in the license description.

9.6. Any Software Product updates purchased by Licensee under an "open-ended" license (a license granted for the entire term of the exclusive right) are provided only in annual packages for a fee of fifty (50) percent of the annual license fee for that Software Product. Updates are purchased cumulatively, i.e. for the entire period since the last paid update.

 

 

10. NON-DISCLOSURE AGREEMENT

10.1. The Parties hereby agree that any confidential information that has become known in connection with this License Agreement shall not be disclosed to any third party, except as required by law or by agreement of the Parties. Confidential information means any information that is not legally available to the public, including, but not limited to, information on technology, prices, commercial and technical plans, and other information of potential value due to its unavailability to third parties.

10.2. Any feedback, suggestions, ideas, requests that may be sent by Licensee to Licensor (hereinafter referred to as "Suggestions") through any communication channels regarding the Software Products are not confidential information. By submitting the Suggestion, Licensee grants Licensor an exclusive, transferable and sublicensable, unrestricted, royalty-free (or other remuneration) license to use or modify the Suggestion.

10.3. Licensor may use Suggestions in any manner and for any purpose, including for future commercial sale, without payment of any compensation or remuneration. At the same time, the Licensor has no obligation to review the Suggestions.

10.4. Notwithstanding termination of this License Agreement, the non-disclosure provision will remain in effect for three (3) years following termination.

 

11. LIABILITY OF PARTIES

11.1. For failure to perform or improper performance of obligations under this License Agreement, the Parties shall be liable in accordance with the laws of the country of registration of the Licensor and the terms of this License Agreement.

11.2. The parties are relieved of responsibility for full or partial failure to perform their obligations under this License Agreement, if proper performance was impossible due to force majeure, i.e. extraordinary and unavoidable circumstances under the given conditions, which arose after the conclusion of this License Agreement.

11.3. Such circumstances include: DDoS-attacks, disruption of network connectivity, power outage of active equipment of the Licensor's network, fires resulting from natural events, natural disasters, military actions, including civil war, imposition of a state of emergency, acts of terror, mass riots, strikes (excluding strikes of the Parties' employees), changes in the applicable law and other circumstances that arose after the conclusion of this License Agreement, which the Party could not foresee or prevent by reasonable measures

11.4. In no event shall Licensor be liable for any loss of profit, direct or indirect losses incurred by Licensee while using the Software Products, or for losses related to the revocation of license rights (termination of this License Agreement) for the Software Products. The licensor does not guarantee the absence of errors, nor does it guarantee their correction. Licensee enters into this License Agreement on an "as is" basis.

11.5. The Licensee fully assumes the risk of the consequences of using the Software Products, including their interaction with other software installed on the Licensee's computer (server), and agrees that the result of using the Software Products may not meet the Licensee's expectations.

11.6. In no event shall Licensor be liable for any damages or losses (including, but not limited to, lost profits, losses caused by loss of confidential or other information) arising from the use or inability to use the Software Products, including in the event of failure of the Software Product, even if the Licensee has given notice of the possibility of such damages and/or losses.

11.7. The Licensor is not liable to any persons for unlawful actions of third parties, temporary technical failures and interruptions in the operation of the Software Products caused by failures in communication lines, other similar failures, as well as malfunctions of the equipment with which the Software Products are used.

11.8. Each Party shall perform its duties properly in accordance with this License Agreement and applicable national and international law, and shall provide the other Party with all possible assistance in performing its duties.

11.9. Licensee is solely responsible to all third parties, including sublicensees, for any of its actions or omissions. Licensor is not financially responsible for losses incurred by the Licensee and its sublicensees, including those resulting from the inability to use the Software Products.

11.10. Licensor undertakes to protect Licensee from all claims, suits of third parties related to the rights to the Software Product, and Licensor is fully responsible for observing the copyrights of third parties, provided that Licensee has timely notified Licensor of the receipt of such claims and has not taken any actions to resolve them without the knowledge of Licensor.

11.11. Licensor reserves the right to terminate this License Agreement и terminate the license immediately and unilaterally if the Licensee violates this License Agreement.

11.12. In case of delay in payment of the license fee, the Licensor is entitled to demand payment of a penalty at the rate of 0.5% of the amount of the delayed payment for each calendar day of delay.

11.13.    In the event of overdue debt in payment of the license fee (for any of the Orders), the Licensor is entitled, as security for the performance of obligations, not to accept the Orders, and to restrict (fully or partially) the operation of the Software Products in respect of which there is a delay, and the Licensee grants its prior consent to offset any payments against the debt, regardless of the purpose of the payment.

 

 

 

12. DISPUTE RESOLUTION PROCEDURE

12.1. Disputes and disagreements arising between the Parties under this License Agreement shall be resolved through negotiations between the Parties. If it is impossible to resolve the dispute by negotiation, the dispute between the Parties shall be considered by the court at the location of the Licensor on the basis of the effective laws of the country of registration of the Licensor. The time for consideration of the pre-trial claim is ten (10) business days.

 

13. CORRESPONDENCE BETWEEN THE PARTIES

13.1. All legally and technically significant information under this License Agreement is exchanged in the Client Area, which is accessed by the Licensee after authorization. All notices and expressions of will sent via the Client Area shall be deemed signed with a simple electronic signature and shall be deemed equivalent to notices made in simple written form. All actions of the parties using their authorization data are recognized as direct actions of the parties. The parties undertake to ensure the confidentiality of their authorization data.

13.2. The Licensee undertakes to maintain in the Client Area its current contact and other information, the provision of which is provided in the Client Area, and bears the risk of adverse consequences caused by inaccurate or irrelevant information.

 

 

14. TERM OF AGREEMENT

14.1. This License Agreement enters into force at the time Licensee submits the Order and remains in effect until the parties perform their obligations under the relevant Order. For the avoidance of doubt, each Order is subject to the version of the Agreement published on Licensor's Website at the time the Order or Payment is placed.

14.2. At the same time, the Parties acknowledge and agree that the term of the non-exclusive license for the Software products is determined in accordance with Section 3 of this License Agreement.

14.3. This License Agreement may be terminated by agreement of the Parties, as well as unilaterally (extrajudicially) on the initiative of either Party with prior notice to the other Party at least one month prior to the date of termination specified in the notice. Such notice may be given as set forth in Section 13 of this Agreement.

14.5. In the event of termination of this License Agreement at the initiative of the Licensor, including in connection with the Licensee's breach of this License Agreement, the Licensee shall not be entitled to demand the return of what was performed by it under its obligations prior to the termination of the agreement.

14.6. In case the Licensee has an advance payment and the Licensee has not renewed/acquired the Licenses during the year, the Licensee does not notify about the intention to terminate the License Agreement or make a refund, for each such year, an additional fee of 50 (fifty) Euros per year is charged for maintaining the Client Area records. This fee is charged until the balance reaches zero.

 

 

15. FINAL CLAUSES

15.1. The Licensor has the right to unilaterally change the terms of this License Agreement, and other documents referred to in its text, at any time during the validity period.

Licensor agrees to notify Licensee of the changes in the form of publication of these changes (or updated version) on the Licensor's Website. The Licensor has the right to send a notice of changes in Client Area and/or by email.

The changes shall become effective on the date of their publication on the Licensor's Website, unless a later date is specified in the text of the changes.

If the Licensee refuses to accept the relevant changes, the Licensee may unilaterally terminate this License Agreement.

The absence of written notice from the Licensee in advance of five (5) business days prior to the effective date of the changes shall be recognized by the Parties as the Licensee’s consent to the changes. Thereafter, the Parties shall be governed by the License Agreement and related amendments.

15.2. Matters not regulated by this License Agreement shall be resolved in accordance with the laws of the Licensor's country of registration.

15.3. If one or more provisions of this License Agreement are held invalid, the invalidity of those provisions will not affect the validity of the other provisions of this License Agreement, which will continue to apply to the Parties' relations arising from this License Agreement.

15.4. Licensee may not assign or otherwise transfer its rights and obligations under this License Agreement without Licensor's written consent.

15.5. The Parties shall notify each other of any changes in their location, bank and other details that may affect the performance by the Parties of their obligations under this License Agreement. Such notification can be made in the form of filling (updating) information in the Client Area.

 

16. ADDRESSES, CONTACT INFORMATION AND DETAILS OF THE PARTIES

 

ISPsystem LTD

Registration number HE379354

VAT 10379354D

Tepeleniou, 13, Tepelenio Court, 2nd floor, 8010, Paphos, Cyprus