|
End User Licence Agreement (EULA)
Scan2x
By clicking "accept agreement" when you first use the Software, you agree to be bound by the provisions of this EULA. By agreeing to be bound by this EULA, you further agree that any person you authorise to use the Software will comply with the provision of this EULA.
1. DEFINITIONS
1.1 Except to the extent expressly provided otherwise, in this EULA:
•“AI services” refers to an optional addition to the Scan2x Software Features that allows for the utilisation of Artificial Intelligence models to interpret and process documents for the sole purpose of generating metadata for the User.
•"Charges" means those amounts that the parties have agreed in writing shall be payable by the User to the Licensor or Reseller in respect of this EULA;
•"Compatible Software" means software which is integrated and is compatible with the Software as indicated in the Software Specification;
•"Documentation" means the documentation for the Software produced by the Licensor and installed on the User’s equipment or otherwise made available by the Licensor to the User;
•"EULA" means this end user licence agreement, including any amendments made thereto from time to time;
•"Effective Date" means the date upon which the User first gives express consent to this EULA;
•"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected;
•"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 Avantech Ltd, a company incorporated in Malta, registration number C9357, having its registered office at Avantech Building, St. Julians Road, San Gwann, Malta;
•" Licensor’s Business Hours" means 9am to 5pm Monday to Friday Central European Time;
•“LLM” means Large Language Model, an Artificial Intelligence technique and methodology for the processing and comprehension of text and language;
•"Maintenance and Support Services" mean the supply to the User and application to the Software of Updates and Upgrades and means support in relation to the use of the Software and the identification and resolution of errors in the Software. Actual product support is part of a separate maintenance agreement with either Avantech or an authorised Reseller and the User;
•"Minimum Term" means, in respect of this EULA, the period of 12 months beginning on the Effective Date;
•“Online Services” means any feature that requires an internet connection to function, eg AI services.
•" Reseller " means any individual or company that resells the Licensor’s products and provides to the User any services related with the selling, installation or support to the User in relation to this Software and EULA;
•"Services" means any services that the Licensor provides to the User and/or Reseller, or has an obligation to provide to the User and/or Reseller, under this EULA;
•"Software" means the software identified as Scan2x; in the case of Scan2x Online, means the installable software components required for system configuration, internal folder monitoring and any other component requiring local installation.
•"Software Defect" means a defect, error or bug in the Software having an adverse effect on the performance of the Software, but excluding any defect, error or bug caused by or arising as a result of:
i.any act or omission of the User;
ii.any use of the Software contrary to the Documentation by the User or any person authorised by the User to use the Software;
iii.a failure of the User to perform or observe any of its obligations in this EULA; and/or
iv.an incompatibility between the Software and any other system, network, application, program, hardware or software not specified as compatible in the Software Specification;
•" Software Features " means any of the features one can use whilst using the Scan2x Software except for those items that are specifically listed as Third-Party Add-Ons and/or third-party cloud services.
•"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 thereof in human-readable form, including code compiled to create the Software or decompiled from the Software, but excluding interpreted code comprised in the Software;
•"Term" means the term of this EULA, in accordance with Clause 2;
•" Third Party Add-Ons" means software components which can be integrated into. the Software and which are provided by a third party; . A list of the third-party services currently in use are provided at Appendix A together with a description and links to the relative EULAs.
•"Update" means a hotfix, patch or minor version update to the Software;
•"Upgrade" means a major version upgrade of the Software which results in additional functionality;
•"User" means the person to whom the Licensor grants a right to use the Software under this EULA;
2. TERM
2.1 This EULA shall come into force upon the Effective Date.
2.2 This EULA shall continue in force for a minimum of 12 months from the Effective Date, and, for non-SaaS implementations of Scan2x, as long as the annual Maintenance fee is paid thereafter and subject to termination in accordance with Clause 13.
3. LICENCE
3.1 The Licensor hereby grants to the User from the Effective Date until the end of the Term a licence to install a single instance of the Software, 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, provided that employees of a User may make use of the Software as necessary for the User’s business.
3.3 Save to the extent expressly permitted by this EULA or required by any applicable law, 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, redistribute, alter, edit or adapt, decompile, de-obfuscate or reverse engineer;
(b) the User must not attempt to decompile, de-obfuscate or reverse engineer, the Software.
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 AND SUPPORT SERVICES
5.1 The Software requires that a Maintenance and Support subscription be paid annually. This subscription provides for regular software updates for performance, enhancements and bug fixing.
5.2In the event that the annual subscription is not paid, the Software will immediately cease to operate and function.
6. NO ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS
6.1 Nothing in this EULA shall operate to assign or transfer any Intellectual Property Rights whatsoever from the Licensor to the User, or from the User to the Licensor.
7. CHARGES and PAYMENTS
7.1 The User shall pay the Charges to the Licensor or Reseller in accordance with this EULA.
7.2 All amounts stated in or in relation to this EULA are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the User to the Licensor or Reseller.
7.3The Licensor, or the Reseller, shall issue an invoice for the Charges to the User upon receipt of a valid purchase order from the User.
7.4 The User must pay the Charges to the Licensor or Reseller prior to the issuance of a licence key and accordance with this Clause 8.
7.5 If the User does not pay any amounts due to maintenance after the expiry of the first term from the Effective Date, the software will automatically cease to operate and function.
8. WARRANTIES
8.1 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 the EULA.
8.2 Subject to the provision of Clause 9 and 10, the Licensor warrants to the User that the Software as provided will conform with the Software Specification and shall incorporate security features reflecting the requirements of good industry practice.
8.3 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 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.
No other remedy shall be offered by the Licensor.
9. ACKNOWLEDGEMENTS AND WARRANTY LIMITATIONS
9.1 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 and security vulnerabilities. Subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Software will be entirely secure.
9.2 The Licensor does not warrant or represent that the Software will be compatible with any software other than the Compatible Software.
9.3The User accepts that by accepting this agreement as the user of the Software, that they also agree to and abide by the EULAs or ToS’s of Third-Party components being utilised by the Software in the provision of its functionality. The User further agrees to indemnify and keep the Licensor indemnified against any and all liabilities, damages, losses, costs and expenses including legal expenses and amounts reasonably paid in settlement of legal claims arising as a result of any Third-Party component breach or failure to provide a service.
10. INDEMNITIES
10.1The User shall indemnify and shall keep the Licensor indemnified 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 as a result of any breach by the User of this EULA.
11. LIMITATIONS AND EXCLUSIONS OF LIABILITY
11.1 To the extent permitted by law, the Licensor’s liability in any situation (except grievous personal injury or death) is limited to the amounts paid by the licensee for one year’s basic subscription charge, exclusive of any optional pay-per-use add-ons. In no event shall the Licensor be liable for any special, indirect or consequential damages including, without limitation, damages for lost profits, loss of data, costs of procurement of substitute goods or services, loss of use of equipment or facilities, or interruption of business, arising in any way out of this agreement under any theory of liability, whether or not the Licensor has been advised of the possibility of such damages. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy.
12. PRODUCTS PROVIDED BY THIRD PARTIES
12.1The Licensor may integrate the Software with other Third-Party Add-Ons for additional functionality. Although these components can be integrated into the Software, each Third-Party Add-On is separate and independent of the Software and functions in its own right, and may be subject to an additional fee. The User specifically understands that a Third-Party Add-On is not covered by the Licensor, and accordingly, each component is subject to terms and conditions and to the privacy notice of the provider of the chosen Third-Party Add-On. In choosing to subscribe to and use a Third-Party Add-On, the User expressly agrees to terms and conditions and to the privacy notice relating to the chosen Third-Party Add-On separately as may be in force from time to time and may be subject to review and amendment by said third party. The User expressly agrees and recognises that in subscribing to and using a Third-Party Add-On, the User’s data and documents will be processed by the said third party.
12.2The User accepts that in the case of Scan2x Online Services, documents are potentially processed via Third-Party Add-Ons or components. Scan2x Online Services are optional features that the User chooses to utilise by explicitly selecting this functionality. The User understands and accepts that documents processed using Scan2x Online Services are uploaded to third-party service providers (eg Microsoft Azure) in order to perform the services required of them as configured by the User. This processing may include the extraction of data from these documents, and this data will not be used for the training of LLM’s accessible outside the User’s subscription. It is expressly understood that these services are made available to the User by Scan2x on the Terms of the service provider.
12.3 THE USER ALSO SPECIFICALLY UNDERSTANDS THAT THE LICENSOR IS NOT RESPONSIBLE FOR EXAMINING OR EVALUATING, AND DOES MAKE ANY WARRANTIES WITH REGARD TO THE THIRD-PARTY ADD-ONS (INCLUDING THE CONTENT OF THE WEBSITES FROM WHERE THESE CAN BE PURCHASED). THE LICENSOR SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE ACTIONS, PRODUCT, AND CONTENT OF ALL THE THIRD-PARTY ADD-ONS, NOR FOR THE MANNER IN WHICH THE PROVIDERS OF SUCH THIRD-PARTY ADD-ONS MAY PROCESS OR STORE THE USER’S DATA. IN NO EVENT SHALL THE LICENSOR BE HELD LIABLE ON BEHALF OF ANY THIRD PARTY OR LICENSEE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT OR INDIRECT, ARISING FROM OR IN ANY WAY RELATED TO THE THIRD-PARTY ADD-ONS. THE LICENSOR DOES NOT ASSUME RESPONSIBILITY OR LIABILITY FOR ANY ISSUE ARISING FROM ANYTHING OTHER THAN THE SOFTWARE FEATURES AS DESCRIBED ON THE SCAN2X WEBSITE.
12.4The User accepts that the Licensor shall not be responsible in any manner for any claims or damages caused directly or indirectly by Third-Party Add-Ons and generally by any third parties that are not the Licensor. Any such claims are to be directly solely against the said third party/ies.
12.5The Licensor shall not be responsible for any interruption or termination of Services in whole or in part, caused by an interruption or termination of services by third-party providers.
13. TERMINATION
13.1 The Licensor shall terminate this EULA and the use of the Software by the User with immediate effect should Subscription Fee not be paid when due.
13.2 Either party may terminate this EULA immediately by giving written notice of termination to the other party if the other party commits a material breach of the EULA, and the breach is not remediable; or the breach is remediable, but the other party fails to remedy the breach within the period of fifteen (15) days following the giving of a written notice to the other party requiring the breach to be remedied.
13.3 Either party may terminate this EULA immediately by giving written notice of termination to the other party if 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;
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; or
(vi) enters a process of administration.
14. GENERAL
14.1 This Agreement supersedes all other written and oral proposals, purchase orders, prior agreements, and other communications between the Licensee and the Licensor concerning the Software. The Licensor reserves the right, in its sole discretion, to add, remove, modify or otherwise change any part of these Terms and Conditions, in whole or in part, at any time.
14.2 In accepting this EULA, the User shall bind all individual users of the Software with this EULA and all referenced terms and conditions as in force from time to time.
14.3The Licensor reserves the right to change this EULA at any time and at its sole discretion, effective immediately. Users shall be bound by the EULA in effect from time to time.
14.4This EULA shall be governed by the Laws of Malta.
14.5Any question or difference which may arise concerning the construction, meaning or effect of this EULA or concerning the rights, duties, obligations and liabilities of the Parties hereunder or any other matter arising out of or in connection with this EULA shall be referred to and settled by arbitration. The venue of such arbitration shall be Malta. The language of the arbitration shall be English. The award of the arbitrators shall be final and binding upon the parties. Any reference under this Clause shall be deemed to be a reference to arbitration within the meaning of Part IV of the Arbitration Act (Chapter 387 of the Laws of Malta).
BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
|
