EULA - End User License Agreement of jSparrow Plugin
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EULA

Please read this EULA carefully, as it sets out the basis upon which we license the Software for use.
Before you download the Software from our website, we will ask you to give your express agreement to the provisions of this EULA.
By agreeing to be bound by this EULA, you further agree that your employees] any person you authorise to use the Software will comply with the provision of this EULA.
Agreement

1. Definitions

   1.1 Except to the extent expressly provided otherwise, in this EULA:
        “Charges” means those amounts that the parties have agreed shall be payable by the User to the Licensor
        in respect of this EULA;
        “Documentation” means the documentation for the Software produced by the Licensor and delivered or made
        available by the Licensor to the User in written or recorded ;
        “Effective Date” means the date upon which the User gives the User’s express consent to this EULA,
        following the issue of this EULA by the Licensor;
        “EULA” means this end user licence agreement, including any amendments to this end user
        licence agreement from time to time;
        “Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected
        (including [failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus
        or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the
        law, disasters, explosions, fires, floods, riots, terrorist attacks and wars]);
        “Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable,
        registered or unregistered, including any application or right of application for such rights (and these “intellectual property
        rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names,
        trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models,
        semi-conductor topography rights and rights in designs);
        “Licensor” means Splendit IT-Consulting GmbH, a company incorporated in Austria (registration number FN246458p) having its
        registered office at 3001 Mauerbach, Hauptstraße 132, a partnership established under the laws of Austria;
        “Licensor Indemnity Event” has the meaning given to it in Clause 12.1;
        “Maintenance Services” supply to the User and application to the Software of Updates and Upgrades;
        “Minimum Term” means, in respect of this EULA, the period of 12 months beginning on the Effective Date;
        “Services” means any services that the Licensor provides to the User, or has an obligation to provide to the User, under this
        EULA;
        “Software” means jSparrow – Eclipse PlugIn ;
        “Software Defect” means a defect, error or bug in the Software having an adverse effect on the appearance, operation,
        functionality or performance of the Software, but excluding any defect, error or bug caused by or arising as a result of:
                (a) any act or omission of the User or any person authorised by the User to use the Software;
                (b) any use of the Software contrary to the Documentation by the User or any person authorised by the User to use the
                Software;
                (c) a failure of the User to perform or observe any of its obligations in this EULA; and/or
                (d) an incompatibility between the Software and any other system, network, application, program, hardware or software
                not specified as compatible in the Software Specification;
        “Software Specification” means the specification for the Software set out in the Documentation;
        “Source Code” means the Software code in human-readable form or any part of the Software code in human-readable form,
        including code compiled to create the Software or decompiled from the Software, but excluding interpreted code comprised
        in the Software;
        “Support Services” means support in relation to the use of the Software and the identification and resolution of errors
        in the Software, but shall not include the provision of training services whether in relation to the Software or otherwise;
        “Term” means the term of this EULA, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;
        “Update” means a hotfix, patch or minor version update to the Software;
        “Upgrade” means a major version upgrade of the Software;
        “User” means the person to whom the Licensor grants a right to use the Software under this EULA; and
        “User Indemnity Event” has the meaning given to it in Clause 12.3.

2. Term

   2.1 This EULA shall come into force upon the Effective Date.

        2.2 This EULA shall continue in force indefinitely, subject to termination in accordance with Clause 14.

3. Licence

   3.1 The Licensor hereby grants to the User from the date of supply of the Software to the User until [the end of the Term]]
        a worldwide, non-exclusive licence to:
                (a) install a single instance for each License of the Software purchase by the User;
                (b) use a single instance of the Software, for each License of the Software purchase by the User, in accordance with the
                Documentation;
                subject to the limitations and prohibitions set out and referred to in this Clause 3.

        3.2 The User may not sub-license and must not purport to sub-license any rights granted under Clause 3.1[ without the prior
        written consent of the Licensor].

        3.3 Save to the extent expressly permitted by this EULA or required by applicable law on a non-excludable basis, any licence
        granted under this Clause 3 shall be subject to the following prohibitions:
                (a) the User must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Software;
                (b) the User must not alter, edit or adapt the Software; and
                (c) the User must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer,
                the Software.

        3.4 The User shall be responsible for the security of copies of the Software supplied to the User under this EULAand shall
        use all reasonable endeavours (including all reasonable security measures) to ensure that access to such copies is restricted
        to persons authorised to use them under this EULA.

4. Source Code

        4.1 Nothing in this EULA shall give to the User or any other person any right to access or use the Source Code or constitute
        any licence of the Source Code.

5. Maintenance Services

        5.1 The Licensor shall provide the Maintenance Services to the User during the Term.

        5.2 The Licensor shall provide the Maintenance Services in accordance with the standards of skill and care reasonably expected
        from a leading service provider in the Licensor’s industry.

        5.3 The Licensor warrants to the User that the application of Updates and Upgrades to the Software by the Licensor will not
        introduce any Software Defects into the Software.

        5.4 The Licensor warrants to the User that the application of Updates and Upgrades to the Software by the User in accordance
        with the instructions of the Licensor will not introduce any Software Defects into the Software.

        5.5 The Licensor may suspend the provision of the Maintenance Services if any amount due to be paid by the User to the Licensor
        under this EULA is overdue.

        5.6 The Licensor may terminate the Maintenance Services expiring on or at any time after the first anniversary of the Effective
        Date.

        5.7 If the Licensor stops or makes a good faith decision to stop providing maintenance services in relation to the Software to
        its customers generally, then the Licensor may terminate the Maintenance Services by giving at least 30 days’ written notice of
        termination to the User.

        5.8 If the Maintenance Services are terminated in accordance with the provisions of this Clause 5:
                (a) the User must pay to the Licensor any outstanding Charges in respect of Maintenance Services provided to the User before
                the termination of the Maintenance Services;
                (b) the Licensor must refund to the User any Charges paid by the User to the Licensor in respect of Maintenance Services that
                were to be provided to the User after the termination of the Maintenance Services; and
                (c) the provisions of this Clause 5, excluding this Clause 5.8, shall cease to apply, but the other provisions of this EULA
                will continue notwithstanding such termination.

6. Support Services

        6.1 The Licensor shall provide the Support Services to the User during the Term.

        6.2 The Licensor shall provide the Support Services in accordance with the standards of skill and care reasonably expected from a
        leading service provider in the Licensor’s industry.

        6.3 The Licensor may suspend the provision of the Support Services if any amount due to be paid by the User to the Licensor under
        this EULA is overdue.

        6.4 The User may terminate the Support Services by giving to the Licensor expiring on or at any time after the first anniversary
        of the Effective Date.

        6.5 If the Support Services are terminated in accordance with the provisions of this Clause 6:
                (a) the User must pay to the Licensor any outstanding Charges in respect of Support Services provided to the User before the
                termination of the Support Services;
                (b) the Licensor must refund to the User any Charges paid by the User to the Licensor in respect of Support Services that
                were to be provided to the User after the termination of the Support Services; and
                (c) the provisions of this Clause 6, excluding this Clause 6.5, shall cease to apply, but the other provisions of this EULA
                will continue notwithstanding such termination.

7. No assignment of Intellectual Property Rights

        7.1 Nothing in this EULA shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the User, or
        from the User to the Licensor.

8. Charges

        8.1 The User shall pay the Charges to the Licensor in accordance with this EULA.

        8.2 All amounts stated in or in relation to this EULA are, unless the context requires otherwise, stated [inclusive of any
        applicable value added taxes] OR [exclusive of any applicable value added taxes, which will be added to those amounts and
        payable by the User to the Licensor].

9. Payments

        9.1 The Licensor shall issue invoices for the Charges to the User when generating or prolonging a licence number for the
        purchased software.

        9.2 The User must pay the Charges to the Licensor in advance following the receipt of an invoice issued in accordance with
        this Clause 9.

        9.3 The User must pay the Charges by debit card, credit card, direct debit, bank transfer or cheque (using such payment
        details as are notified by the e-commerce partner of the Licensor to the User).

        9.4 If the User does not pay any amount properly due to the Licensor under this EULA, the Licensor may stop delivery of the
        service.

10. Warranties

        10.1 The Licensor warrants to the User that it has the legal right and authority to enter into this EULA and to perform its
        obligations under this EULA.

        10.2 The Licensor warrants to the User that:
                (a) the Software as provided will conform in all respects with the Software Specification;
                (b) the Software will be supplied free from Software Defects;
                (c) the Software will be supplied free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious
                software programs; and
                (d) the Software shall incorporate security features reflecting the requirements of good industry practice.

        10.3 The Licensor warrants to the User that the Software, when used by the User in accordance with this EULA, will not breach
        any laws, statutes or regulations applicable under Austrian law.

        10.4 The Licensor warrants to the User that the Software, when used by the User in accordance with this EULA, will not infringe
        the Intellectual Property Rights of any person.

        10.5 If the Licensor reasonably determines, or any third party alleges, that the use of the Software by the User in accordance
        with this EULA infringes any person’s Intellectual Property Rights, the Licensor may acting reasonably at its own cost and
        expense:
                (a) modify the Software in such a way that it no longer infringes the relevant Intellectual Property Rights; or
                (b) procure for the User the right to use the Software in accordance with this EULA.

        10.6 The User warrants to the Licensor that it has the legal right and authority to enter into this EULA and to perform its
        obligations under this EULA.

        10.7 All of the parties’ warranties and representations in respect of the subject matter of this EULA are expressly set out in
        this EULA. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject
        matter of this EULA will be implied into this EULA or any related contract.

11. Acknowledgements and warranty limitations

        11.1 The User acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other
        provisions of this EULA, the Licensor gives no warranty or representation that the Software will be wholly free from defects,
        errors and bugs.

        11.2 The User acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other
        provisions of this EULA, the Licensor gives no warranty or representation that the Software will be entirely secure.

        11.3 The User acknowledges that the Software is only designed to be compatible with that software specified as compatible in the
        Software Specification; and the Licensor does not warrant or represent that the Software will be compatible with any other
        software.

12. Indemnities

        12.1 The Licensor shall indemnify and shall keep indemnified the User against any and all liabilities, damages, losses, costs
        and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the
        User and arising directly or indirectly as a result of any breach by the Licensor of this EULA] (a “Licensor Indemnity Event“).

        12.2 The User must:
                (a) upon becoming aware of an actual or potential Licensor Indemnity Event, notify the Licensor;
                (b) provide to the Licensor all such assistance as may be reasonably requested by the Licensor in relation to the Licensor
                Indemnity Event;
                (c) allow the Licensor the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties
                relating to the Licensor Indemnity Event; and
                (d) not admit liability to any third party in connection with the Licensor Indemnity Event or settle any disputes or
                proceedings involving a third party and relating to the Licensor Indemnity Event without the prior written consent of the
                Licensor,
                [without prejudice to the Licensor’s obligations under Clause 12.1] OR [and the Licensor’s obligation to indemnify the User
                under Clause 12.1 shall not apply unless the User complies with the requirements of this Clause 12.2].

        12.3 The User shall indemnify and shall keep indemnified the Licensor against any and all liabilities, damages, losses, costs
        and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the
        Licensor and arising directly or indirectly as a result of any breach by the User of [this EULA] OR [[specify provisions]]
        (a “User Indemnity Event“).

        12.4 The Licensor must:
                (a) upon becoming aware of an actual or potential User Indemnity Event, notify the User;
                (b) provide to the User all such assistance as may be reasonably requested by the User in relation to the User Indemnity
                Event;
                (c) allow the User the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties
                relating to the User Indemnity Event; and
                (d) not admit liability to any third party in connection with the User Indemnity Event or settle any disputes or proceedings
                involving a third party and relating to the User Indemnity Event without the prior written consent of the User,
                without prejudice to the User’s obligations under Clause 12.3.

        12.5 The indemnity protection set out in this Clause 12 shall be subject to the limitations and exclusions of liability set out
        in this EULA.

13. Limitations and exclusions of liability

        13.1 Nothing in this EULA will:
                (a) limit or exclude any liability for death or personal injury resulting from negligence;
                (b) limit or exclude any liability for fraud or fraudulent misrepresentation;
                (c) limit any liabilities in any way that is not permitted under applicable law; or
                (d) exclude any liabilities that may not be excluded under applicable law,
                and, if a party is a consumer, that party’s statutory rights will not be excluded or limited by this EULA, except to the
                extent permitted by law.

        13.2 The limitations and exclusions of liability set out in this Clause 13 and elsewhere in this EULA:
                (a) are subject to Clauses 13.1 and 16.6; and
                (b) govern all liabilities arising under this EULA or relating to the subject matter of this EULA, including liabilities
                arising in c2ontract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly
                provided otherwise in this EULA.

        13.3 The Licensor will not be liable to the User in respect of any losses arising out of a Force Majeure Event.

        13.4 The Licensor will not be liable to the User in respect of any loss of profits or anticipated savings.

        13.5 The Licensor will not be liable to the User in respect of any loss of revenue or income.

        13.6 The Licensor will not be liable to the User in respect of any loss of business, contracts or opportunities.

        13.7 The Licensor will not be liable to the User in respect of any loss or corruption of any data, database or software.

        13.8 The Licensor will not be liable to the User in respect of any special, indirect or consequential loss or damage.

        13.9 The liability of the Licensor to the User under this EULA in respect of any event or series of related events shall not
        exceed the greater of:
                (a) € 2.000,–; and
                (b) the total amount paid and payable by the User to the Licensor under this EULA in the 12 month period preceding the
                commencement of the event or events.

        13.10 The aggregate liability of the Licensor to the User under this EULA shall not exceed the greater of:
                (a) 10.000,–; and
                (b) the total amount paid and payable by the User to the Licensor under this EULA.

14. Termination

        14.1 The Licensor may terminate this EULA by giving to the User not less than 30 days’ written notice of terminatio[,
        expiring at the end of any calendar month.

        14.2 Either party may terminate this EULA immediately by giving written notice of termination to the other party if:
                (a) the other party commits any breach of this EULA;
                (b) the other party persistently breaches this EULA (irrespective of whether such breaches collectively constitute
                a material breach)]

        14.3 Either party may terminate this EULA immediately by giving written notice of termination to the other party if:
                (a) the other party:
                (i) is dissolved;
                (ii) ceases to conduct all (or substantially all) of its business;
                (iii) is or becomes unable to pay its debts as they fall due;
                (iv) is or becomes insolvent or is declared insolvent; or
                (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
                (b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of
                the assets of the other party;
                (c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up
                (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations
                of the other party under this EULA); or
                (d) [if that other party is an individual:
                (i) that other party dies;
                (ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
                (iii) that other party is the subject of a bankruptcy petition or order.

        14.5 The Licensor may terminate this EULA immediately by giving written notice to the User if:
                (a) any amount due to be paid by the User to the Licensor under this EULA is unpaid by the due date ; and

15. Effects of termination

        15.1 Upon the termination of this EULA, all of the provisions of this EULA shall cease to have effect, save that the following
        provisions of this EULA shall survive and continue to have effect (in accordance with their express terms or otherwise
        indefinitely): Clauses 1, 3.1, 9.2, 9.4, 12, 13, 15, 16 and 17.

        15.2 Except to the extent that this EULA expressly provides otherwise, the termination of this EULA shall not affect the accrued
        rights of either party.

        15.3 Within following the termination of this EULA for any reason:
                (a) the User must pay to the Licensor any Charges in respect of Services provided to the User before the termination of this
                EULA and in respect of licences in effect before the termination of this EULA]and
                (b) the Licensor must refund to the User any Charges paid by the User to the Licensor in respect of Services that were to be
                (but are not) provided to the User after the termination of this EULA and in respect of licences that were to be
                (but are not) in effect after the termination of this EULA,
                without prejudice to the parties’ other legal rights.

        15.4 For the avoidance of doubt, the licences of the Software in this EULA shall terminate upon the termination of this EULA;
        and, accordingly, the User must immediately cease to use the Software upon the termination of this EULA.

        15.5 Within 10 Business Days following the termination of this EULA, the User must:
                (a) return to the Licensor or dispose of as the Licensor may instruct all media in its possession or control containing the
                Software; and
                (b) irrevocably delete from all computer systems in its possession or control all copies of the Software.

16. General

        16.1 No breach of any provision of this EULA shall be waived except with the express written consent of the party not in breach.

        16.2 If any provision of this EULA is determined by any court or other competent authority to be unlawful and/or unenforceable,
        the other provisions of this EULA will continue in effect. If any unlawful and/or unenforceable provision would be lawful or
        enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in
        effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision
        will be deemed to be deleted).

        16.3 This EULA may not be varied except by a written document signed by or on behalf of each of the parties.

        16.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal
        in or dispose of any contractual rights or obligations under this EULA.

        16.5 This EULA is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any
        third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or
        relating to this EULA are not subject to the consent of any third party.

        16.6 Nothing in this EULA shall exclude or limit any liability of a party for fraud or fraudulent misrepresentation, or any
        other liability of a party that may not be excluded or limited under applicable law.

        16.7 Subject to Clauses 13.1 and 16.6, this EULA shall constitute the entire agreement between the parties in relation to the
        subject matter of this EULA, and shall supersede all previous agreements, arrangements and understandings between the parties
        in respect of that subject matter.

        16.8 This EULA shall be governed by and construed in accordance with Austrian law.

        16.9 The courts of Austria shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this
        EULA.

17. Interpretation

        17.1 In this EULA, a reference to a statute or statutory provision includes a reference to:
                (a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
                (b) any subordinate legislation made under that statute or statutory provision.

        17.2 The Clause headings do not affect the interpretation of this EULA.

        17.3 References in this EULA to “calendar months” are to the 12 named periods (January, February and so on) into which a year
        is divided.

        17.4 In this EULA, general words shall8 not be given a restrictive interpretation by reason of being prec2eded or followed by
        words indicating a particular class of acts, matters or things.

End user licence agreement