EVL – QVD Utils


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Copyright © 2017–2022 EVL Tool, s.r.o.

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Software License, Support and Service Terms

Last modified: January 15, 2021

These Software License, Support and Service Terms (the Terms) shall apply to any use of the EVL QVD Utils, as this term is defined further below (the Software), unless explicitly agreed otherwise by the Parties.

The Licensee as this term is defined below hereby confirms that the Licensee read these terms carefully before downloading, installing or otherwise using the software. Download or other use of the software will be interpreted as full and unconditional acceptance of the terms and the Licensee shall be bound by all terms and conditions contained further below in these terms.

Definitions

Affiliate

means a relative (in case of person) or an entity that directly or indirectly controls, is controlled by, or is under common control of the same person or group of people (in case of corporation or another legal entity).

EVL Tool, s.r.o.

means EVL Tool, s.r.o., Business ID No. 04522249, with its registered office at Litevská 1174/8, Prague 10, Post Code 10000, registered in the Commercial Register under file No. C249060 kept by the Municipal Court in Prague.

EVL Tool Indemnitees

means Licensor and its directors, officers, employees, suppliers, consultants, contractors, and agents.

Confidential Information

has the meaning set in Section Confidential Information hereof.

Software

means the EVL QVD Utils, as a software for data conversion of QVD file format to CSV format or other data formats and vice versa from those formats to QVD format provided by the Licensor, as it may be later updated, upgraded, amended or otherwise modified and/or renamed or rebranded, including all complementary or derivative software works or programs provided by the Licensor under these Terms, whereas the Software shall be also interpreted as an executable object code of the Software including all its updates, patches, modifications, enhancements, designs, concepts, documentation or other materials that constitute the Software.

EVL QVD Utils Edition

has the meaning stated in Section License of these Terms.

Fee

means a remuneration for granting of the EVL QVD Utils License by the Licensor to the Licensee in the amount stated in the Price list or in the written agreement concluded by the Parties.

Installation

has the meaning stated in Section Installations of these Terms.

Intellectual Property Rights

means current and future worldwide rights under copyright laws, trade secret laws and laws to know-how, trademark laws, patent laws and other similar rights.

License

means right to use the Software under the terms and conditions set in these Terms, as well as under other applicable documents (if concluded).

Licensee

means a person or entity using the Software under these Terms, i.e. unless other specific license terms or agreement states otherwise.

Licensor

means EVL Tool, s.r.o. or other entity to which EVL Tool, s.r.o. may transfer or license all licensable rights to the Software.

Parties

means jointly the Licensor and the Licensee.

Price List

means the document published on the Licensor’s website https://www.evltool.com/ that states the remuneration to be paid for the License and usage of the Software.

Support

has the meaning stated in Section Support of these Terms.

Terms

means these Software License, Support and Services, as they may be later amended.

Third-Party Software

means software or other code distributed subject to licenses from third-party suppliers.

Use of software

General License

Subject to the terms and conditions set in these Terms the Licensor grants to the Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to download, install and use the Software with restrictions as set further below in these Terms.

Installations

Installation means the production installation of the Software (the ‘Installation’). Licensee is not limited by the number of testing, development or other types of installations assuming at least one is in production. For running on virtual machines or containers production the Installations means running in parallel as a part of different business process (in production). Each Installation of the Software shall be interpreted as a separate License, except to the Installation on multiple nodes for the same data processing which is considered as one Installation.

EVL QVD Utils Trial License

The Software may be used by the Licensee and/or his/its Affiliates during a 6 weeks trial period starting on the date of first download of the Software. After expiration of the trial period the Software may be used only under the EVL QVD Utils License as defined in Section License.

EVL QVD Utils License

For the Software usage the Licensor shall grant the License to the Software to the Licensee for the Fee (the ‘EVL QVD Utils License’). The EVL QVD Utils License shall be granted as one out of three editions:

  • Standard
  • Premium
  • Enterprise

The editions differ by level of the support as defined in Chapter Technical Support and Services and by the number of Installations.

Standard and Premium grants Licensee License to the 1 Installation, while Enterprise Edition limits the number of Installations in the Annex of this Terms.

The EVL QVD Utils License is granted for a period of one year or 3 months depending on the option chosen during the Software purchase. Should not any Party notify the other Party in writing or by email30 days before the end of the period that the notifying Party is not interested in prolongation, the EVL QVD Utils License shall automatically prolong for another period.

Restricted Use

The Software and all associated Intellectual Property Rights remain the property of the Licensor. Unless specifically approved otherwise by the Licensor in writing the Licensee cannot

  1. copy, modify, adapt, translate or otherwise create any derivative works of the Software,
  2. reverse engineer, decompile or otherwise attempt to discover the source code of the Software or encourage or support anyone else to do the same,
  3. sell, rent, lease, assign, sublicense or otherwise transfer any rights to the Software to third parties,
  4. distribute, market or otherwise commercialize the Software,
  5. remove any copyright, trademark, proprietary notice or label placed on the Software or attached to it or
  6. use or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Software.

In addition to the above, the Licensee acknowledges that the CCTZ software may have been used while developing the Software and stipulates to fully and unconditionally respect also the applicable license terms related to the CCTZ software available at https://github.com/google/cctz/blob/master/LICENSE.txt.

Registered Use

Each Licensee may be required to register itself as a user or customer before or after downloading the Software. The Software may be installed and used only on a computer controlled by the individual and/or entity specified in the User/Customer Registration Form or other relevant form filled as a prerequisite for the download of the Software or any time thereafter, as the case may be.

Right of Audit

The Licensor may ask the Licensee to provide information in written form about the number of the installations and Licenses being used and other relevant information regarding the usage of the Software. This request may happen no often than once per year unless evidence of material difference between number of Installations and Licenses exists. The Licensee shall provide the information within 7 days of the delivery of the request of the Licensor to the Licensee.

Unlawful Use

In case of unlawful use of the Software the Licensor shall be entitled to claim against the breaching Licensee all damages and in case of unlawful use of the Software for commercial or other profit-oriented purposes contrary to this Terms moreover a contractual penalty in the amount of EUR 10,000.

Technical Support and Services

New Versions Notification

The Licensee is entitled to be notified of new EVL QVD Utils versions and updates and their relevant terms. Notifications will be sent by e-mail to the respective e-mail address(es) specified in the User/Customer Registration Form or otherwise communicated to the Licensor as e-mail address(es) designated for this purpose.

E-mail Technical Support

The Licensor provides technical support of the Software using dedicated email: support@evltool.com.

Incident Management System

The EVL QVD Utils Enterprise Edition License includes right of the Licensee to be provided with the incident management system access.

Service Level Details

Working hours and response time measurement

The Support shall be provided during regular working hours – i.e. during business days in the Czech Republic between 9:00 and 17:00 Central European Time. The response time is defined as a period between the time when the Licensee notified the Licensor about the incident and the moment when the Licensor replied to that notification with confirmation of the incident severity and the next steps proposal. Response time is measured towards the business hours as defined in this article.

Incident classification and response time

Incidents shall be classified into 3 severities:

  1. severity 1 – production installation of EVL QVD Utils does not run and no workaround is available;
  2. severity 2 – EVL QVD Utils functionality differs to documentation, but EVL QVD Utils runs at least with workaround; and
  3. severity 3 – minor difference of functionality comparing to documentation which does not prevent EVL QVD Utils usage.

Response time differs according to the incident severity and shall be as follows:

  • severity 1 – response time 4 business hours
  • severity 2 – response time 12 business hours
  • severity 3 – response time 24 business hours

Licensor Support Contacts

Any operational or functionality problem shall be notified to the Licensor at the below contact information or at other contact information, as it may be later changed by the Licensor:

  1. +420 602 643 752; and
  2. support@evltool.com.

Technical support limitation

The Support under this Agreement is limited exclusively to the EVL QVD Utils. Incidents related to other parts of the Licensee’s IT environment, e.g. operation system configuration, connectivity setup etc. are excluded.

EVL QVD Utils Editions and Service Level

Differences in the service level for EVL QVD Utils Editions defines next table:

Updates and Support Limitation

Updates

Newer versions and updates of the Software shall be considered as part of the Software and may be used by the Licensee under the same terms and conditions as set in these Terms with respect to the Software unless the Licensor resolves later otherwise.

Support Limitation

The Licensor shall not be bound to provide any support or any kind of further assistance with respect to the Software beyond as specified in Section Technical Support and Services.

License Fees

EVL QVD Utils Trial License

EVL QVD Utils Trial License is provided free of charge.

EVL QVD Utils License

The EVL QVD Utils License shall be granted and provided for the Fee. The Licensee shall pay the Fee to the Licensor based on Licensor’s invoice within 15 days as of the first day of the respective one-year period for which the EVL QVD Utils Enterprise Edition License is granted. Each invoice will be surcharged by the applicable value added tax in compliance with the relevant legislation. Should the License be terminated before the expiration of the period that the License was agreed for, the Fee will not be refunded.

Limited liability of the licensor

Disclaimer

Unless stipulated otherwise in a separate written agreement the Licensor does not guarantee functionality and/or operability of the Software and shall not be held liable for any failure, inoperability or other deficiencies of the Software and/or any damages caused by the Software or in association with it.

Warranty Disclaimer

The Software is provided on an ‘as is’ or ‘as available’ basis without any representations, warranties, covenants or conditions of any kind. The Licensor and it suppliers do not warrant that the Software will be free from all bugs, errors or omissions. The Licensor and its suppliers disclaim any and all other warranties and representations with respect to the Software, including any and all (i) warranties of quality and functionality, (ii) warranties of design and (iii) warranties of suitability for any purpose.

Licensee’s representation

Licensee represents, warrants and covenants that: (a) all of its employees and consultants will abide by the terms of this Terms; (b) it will comply with all applicable laws, regulations, rules, orders and other requirements, now or hereafter in effect, of any applicable governmental authority, in its performance of this Terms. Notwithstanding any terms to the contrary in these Terms, Licensee will remain responsible for acts or omissions of all employees or consultants of Licensee to the same extent as if such acts or omissions were undertaken by the Licensee.

Designed Purpose

The Software has been developed for general use in variety of information and data management applications. The Licensor does not guarantee suitability of the Software for any specific purpose.

Liability Cap

Unless stipulated otherwise in a separate commercial agreement, the Licensor shall not be held liable for any damages caused by the Software or in relation to it or by the Licensor under these Terms unless the harm is caused to the natural rights of an individual or is caused intentionally by the Licensor or due to gross negligence of the Licensor.

Indemnification

Licensee will indemnify, defend and hold EVL Tool Indemnitees harmless from and against any and all actual or threatened suits, actions, proceedings, claims (groundless or otherwise), damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest and disbursements) resulting from any claim (including third-party claims), suit, action, or proceeding against any EVL Tool Indemnitees, whether successful or not, caused by, arising out of, resulting from, attributable to or in any way incidental to:

  1. any breach of these Terms (including, but not limited to, any breach of any of Licensee’s representations, warranties or covenants);
  2. the negligence or wilful misconduct of the Licensee; or
  3. the data and information used in connection with or generated by the use of the Software.

Termination

Termination

The Licensor may terminate the License to the Software provided under these Terms with an immediate effect if material breach of these Terms or applicable contractual documents or legal norm occurs or if the Licensee is declared bankrupt or is in liquidation. A default of the Licensee with a payment of the Fee longer than 30 days shall be considered as the material breach. The termination shall be done by a written notice or notice delivered by e-mail specifying the respective termination reason. The termination date shall be the date when the termination notice is delivered to the Licensee.

The Licensor may terminate the Community Edition License without any reason. The termination shall be done by a written notice or notice delivered by e-mail. The termination date shall be the date when the termination notice is delivered to the Licensee.

Effect of Termination

Upon termination of the License, the Licensee shall be bound to immediately stop using the Software, uninstall it from all computers under his/its control and to delete or otherwise destroy all files containing the Software or its part. Section Unlawful Use of these Terms applies accordingly.

Confidentiality and data protection

Confidential Information

All non-public information relating to the Software and/or the Parties shall be considered confidential (the ‘Confidential Information’). Confidential Information relating to the Software shall be considered as Confidential Information of the Licensor.

Confidentiality Obligations

Each Party will protect the other Party’s Confidential Information with reasonable care. Each Party may disclose the Confidential Information to third parties only (i) with prior approval of the other Party, (ii) if required by law or (iii) to his/its representatives, employees and/or advisors who need to know it and who have agreed in writing to keep it confidential.

Publicity

Neither Party will issue any press release, public announcement or other statement regarding the existence or content of the License; provided, however, the Licensor may use the Licensee’s brand features (primarily name and logo) in its marketing (primarily as a reference) unless the Licensee explicitly informs the Licensor in writing that he/it disagrees with such publicity.

Personal Data

At the moment of conclusion of this Terms between the Parties processing of personal data by the Licensor is commenced. Processing of the personal data is regulated by the principles regarding the protection of personal data published on the Licensor’s website https://www.evltool.com/.

Miscellaneous

Amendments

The Licensor may amend these Terms or Price List unilaterally. Amended Terms or the Price List shall be published on the website https://www.evltool.com/ and the Licensee shall be notified about the amendment by email at least one month before the effectiveness of the amendment. In case of Licensee’s disagreement with the amendment, the Licensee is entitled to terminate the Terms in writing or by email within one month of the delivery of the notice to the Licensee. The Terms are terminated after one month from the delivery of the notice of termination to the Licensor.

Notices

All notices to the Licensor shall be sent to Licensor’s address registered in the Commercial Register or to email license@evltool.com.

Assignment

The Licensor is allowed to transfer, assign or license all licensable rights to the Software to any third party without consent or approval of the Licensee. Transfer, assignment or license according to the previous sentence will be notified to Licensee by the same way as modification of these Terms according to Section Amendments hereof. The Licensee may not assign, transfer or sublicense the License or any rights under these Terms to any third party without a prior written or e-mail approval of the Licensor.

Entire Agreement

Unless agreed otherwise between the Parties these Terms shall constitute the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements with respect to the subject matter hereof.

Severability

Should any provision of these Terms be found void, invalid or unenforceable, such provision shall not affect the other provisions hereof and the Parties shall be bound to approve modification of these Terms so that the original intention is retained.

Survival

Notwithstanding termination of the License or any part of these Terms, any provision of these Terms that by their nature are intended to survive, e.g. contractual penalty and/or damages claims, will survive the termination.

Governing Law and Jurisdiction

These Terms shall be governed by the laws of Czech Republic (excluding conflicts of law principles). Any dispute arising out of these Terms or in relation with it shall be subject to the exclusive jurisdiction of the Courts of the Czech Republic.

Conflict of Terms

If there is a conflict between the documents applicable with respect to the Software and/or its use, the documents will be applied in the following order: any specific agreements (made or confirmed by the Parties in writing or via e-mails), separate commercial or other terms, these Terms.

Effectiveness of Terms

These Terms shall become valid and effective on the day, when the first of the following occurs: (i) the Licensee accepts the Terms via the Internet, (ii) both the Parties sign the Terms, (iii) the agreement, whose part are these Terms, is concluded between the Parties or (iv) the Licensee download the Software.