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LICENSE
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DoorAccessSystem - Terms and conditions
1. Preamble: This Agreement, signed on Sep 8, 2017 (hereinafter: Effective Date) governs
the relationship between THE END USER, a Business or Personal Entity,
(hereinafter: Licensee) and NeuroAccess, a partnership under the laws of whose principal
place of business is Castelo Arraiolos, 89. Belo Horizonte, MG, Brazil
(hereinafter: Licensor). This Agreement sets the terms, rights, restrictions and
obligations on using DoorAccessSystem (hereinafter: The Software) created and owned
by Licensor, as detailed herein:
2. License Grant: Licensor hereby grants Licensee a Personal, Non-assignable &
non-transferable, Pepetual, Non-commercial, Including the rights to create but not
distribute derivative works, Non-exclusive license, all with accordance with the
terms set forth and other legal restrictions set forth in 3rd party software used
while running Software.
2.1 Limited: Licensee may use Software for the purpose of:
2.1.1 Running Software on Licensee’s Website[s] and Server[s];
2.1.2 Allowing 3rd Parties to run Software on Licensee’s Website[s] and
Server[s];
2.1.3 Publishing Software’s output to Licensee and 3rd Parties;
2.1.4 Distribute verbatim copies of Software’s output (including compiled
binaries);
2.1.5 Modify Software to suit Licensee’s needs and specifications.
2.2 This license is granted perpetually, as long as you do not materially breach it.
2.3 Binary Restricted: Licensee may sublicense Software as a part of a larger work
containing more than Software, distributed solely in Object or Binary form
under a personal, non-sublicensable, limited license. Such redistribution
shall be limited to unlimited codebases.
2.4 Non Assignable & Non-Transferable: Licensee may not assign or transfer his
rights and duties under this license.
2.5 Non-Commercial: Licensee may not use Software for commercial purposes.
for the purpose of this license, commercial purposes means that a 3rd party
has to pay in order to access Software or that the Website that runs
Software is behind a paywall.
2.6 Including the Right to Create Derivative Works: Licensee may create derivative
works based on Software, including amending Software’s source code, modifying it,
integrating it into a larger work or removing portions of Software, as long as
no distribution of the derivative works is made.
3. Term & Termination: The Term of this license shall be until terminated. Licensor may
terminate this Agreement, including Licensee’s license in the case where Licensee :
3.1 became insolvent or otherwise entered into any liquidation process; or
3.2 exported The Software to any jurisdiction where licensor may not enforce his
rights under this agreements in; or
3.3 Licensee was in breach of any of this license's terms and conditions and such
breach was not cured, immediately upon notification; or
3.4 Licensee in breach of any of the terms of clause 2 to this license; or
3.5 Licensee otherwise entered into any arrangement which caused Licensor to be unable to
enforce his rights under this License.
4. Payment: In consideration of the License granted under clause 2, Licensee shall pay
Licensor a fee, via Credit-Card, PayPal or any other mean which Licensor may deem
adequate. Failure to perform payment shall construe as material breach of this Agreement.
5. Upgrades, Updates and Fixes: Licensor may provide Licensee, from time to time, with
Upgrades, Updates or Fixes, as detailed herein and according to his sole discretion. L
icensee hereby warrants to keep The Software up-to-date and install all relevant updates
and fixes, and may, at his sole discretion, purchase upgrades, according to the rates
set by Licensor. Licensor shall provide any update or Fix free of charge; however,
nothing in this Agreement shall require Licensor to provide Updates or Fixes.
5.1 Upgrades: for the purpose of this license, an Upgrade shall be a material
amendment in The Software, which contains new features and or major performance
improvements and shall be marked as a new version number. For example, should
Licensee purchase The Software under version 1.X.X, an upgrade shall commence
under number 2.0.0.
5.2 Updates: for the purpose of this license, an update shall be a minor amendment
in The Software, which may contain new features or minor improvements and shall be
marked as a new sub-version number. For example, should Licensee purchase The
Software under version 1.1.X, an upgrade shall commence under number 1.2.0.
5.3 Fix: for the purpose of this license, a fix shall be a minor amendment in The
Software, intended to remove bugs or alter minor features which impair the The
Software's functionality. A fix shall be marked as a new sub-sub-version number.
For example, should Licensee purchase Software under version 1.1.1, an upgrade shall
commence under number 1.1.2.
6. Support: Software is provided under an AS-IS basis and without any support, updates
or maintenance. Nothing in this Agreement shall require Licensor to provide Licensee
with support or fixes to any bug, failure, mis-performance or other defect in The
Software.
6.1 Bug Notification: Licensee may provide Licensor of details regarding any bug,
defect or failure in The Software promptly and with no delay from such event;
Licensee shall comply with Licensor's request for information regarding bugs,
defects or failures and furnish him with information, screenshots and try to
reproduce such bugs, defects or failures.
6.2 Feature Request: Licensee may request additional features in Software, provided,
however, that (i) Licensee shall waive any claim or right in such feature should
feature be developed by Licensor; (ii) Licensee shall be prohibited from developing
the feature, or disclose such feature request, or feature, to any 3rd party directly
competing with Licensor or any 3rd party which may be, following the development
of such feature, in direct competition with Licensor; (iii) Licensee warrants
that feature does not infringe any 3rd party patent, trademark, trade-secret or
any other intellectual property right; and (iv) Licensee developed, envisioned or
created the feature solely by himself.
7. Liability: To the extent permitted under Law, The Software is provided under an
AS-IS basis. Licensor shall never, and without any limit, be liable for any damage,
cost, expense or any other payment incurred by Licensee as a result of Software’s
actions, failure, bugs and/or any other interaction between The Software and Licensee’s
end-equipment, computers, other software or any 3rd party, end-equipment, computer or
services. Moreover, Licensor shall never be liable for any defect in source code
written by Licensee when relying on The Software or using The Software’s source code.
8. Warranty:
8.1 Intellectual Property: Licensor hereby warrants that The Software does not
violate or infringe any 3rd party claims in regards to intellectual property,
patents and/or trademarks and that to the best of its knowledge no legal action
has been taken against it for any infringement or violation of any 3rd party
intellectual property rights.
8.2 No-Warranty: The Software is provided without any warranty; Licensor hereby
disclaims any warranty that The Software shall be error free, without defects
or code which may cause damage to Licensee’s computers or to Licensee, and that
Software shall be functional. Licensee shall be solely liable to any damage,
defect or loss incurred as a result of operating software and undertake the risks
contained in running The Software on License’s Server[s] and Website[s].
8.3 Prior Inspection: Licensee hereby states that he inspected The Software
thoroughly and found it satisfactory and adequate to his needs, that it does
not interfere with his regular operation and that it does meet the standards
and scope of his computer systems and architecture. Licensee found that The
Software interacts with his development, website and server environment and that
it does not infringe any of End User License Agreement of any software Licensee
may use in performing his services. Licensee hereby waives any claims regarding
The Software's incompatibility, performance, results and features, and warrants
that he inspected the The Software.
9. No Refunds: Licensee warrants that he inspected The Software according to clause
7(c) and that it is adequate to his needs. Accordingly, as The Software is intangible
goods, Licensee shall not be, ever, entitled to any refund, rebate, compensation or
restitution for any reason whatsoever, even if The Software contains material flaws.
10. Indemnification: Licensee hereby warrants to hold Licensor harmless and
indemnify Licensor for any lawsuit brought against it in regards to Licensee’s
use of The Software in means that violate, breach or otherwise circumvent this
license, Licensor's intellectual property rights or Licensor's title in The
Software. Licensor shall promptly notify Licensee in case of such legal action and
request Licensee’s consent prior to any settlement in relation to such lawsuit or
claim.
11. Governing Law, Jurisdiction: Licensee hereby agrees not to initiate class-action
lawsuits against Licensor in relation to this license and to compensate Licensor
for any legal fees, cost or attorney fees should any claim brought by Licensee against
Licensor be denied, in part or in full.