This End-User License Agreement (this "Agreement") is a legal contract between you, as either an individual or an Entity (as defined below), and Libroplanta LLC and its subsidiaries ("Libroplanta").
READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING, OBTAINING A LICENSE KEY, OR OTHERWISE ACCESSING OR USING LIBROPLANTA' PROPRIETARY SOFTWARE ACCOMPANIED BY THIS AGREEMENT (the "SOFTWARE").
THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER THIS AGREEMENT, NOT SOLD TO YOU. BY DOWNLOADING, INSTALLING, OBTAINING A LICENSE KEY, OR OTHERWISE ACCESSING OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION, EDUCATIONAL INSTITUTION, OR AGENCY, INSTRUMENTALITY OR DEPARTMENT OF A GOVERNMENT (AN "ENTITY") AS ITS AUTHORIZED LEGAL REPRESENTATIVE, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE POWER AND AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, AND REFERENCES TO "YOU" HEREIN REFER TO BOTH YOU, THE INDIVIDUAL END USER, AND THE ENTITY ON WHOSE BEHALF YOU ARE ACCEPTING THIS AGREEMENT.
IF AT ANY TIME YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD CLICK THE "I DO NOT ACCEPT" OR SIMILAR BUTTON, TERMINATE THE DOWNLOAD AND/OR INSTALLATION PROCESS, IMMEDIATELY CEASE AND REFRAIN FROM ACCESSING OR USING THE SOFTWARE AND DELETE ANY COPIES YOU MAY HAVE. THIS AGREEMENT, ALONG WITH ANY ADDITIONAL TERMS OR POLICIES INCORPORATED HEREIN BY REFERENCE, REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND LIBROPLANTA CONCERNING THE SOFTWARE, AND THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH LIBROPLANTA RELATING TO THE SOFTWARE, WHETHER ORALLY OR IN WRITING.
1.1. Grant of License. Subject to your full and ongoing compliance with the terms and conditions of this Agreement, including without limitation payment of all applicable license fees, the applicable Libroplanta entity from which you obtained the Software hereby grants to you, and you accept, a personal, limited, nonexclusive, nontransferable (except as set forth in Section 1.8 below), non-assignable, revocable license to use the Software during the Term in machine-readable, object code form only, and the user manuals accompanying the Software (the "Documentation"), only as authorized in this Agreement. For purposes of this Agreement, the "Software" includes any updates, enhancements, modifications, revisions, or additions to the Software made by Libroplanta and made available to end-users by Libroplanta exclusively under maintenance agreements. Any use of the Software in violation of any of these restrictions, or any of the other terms of this Agreement is a breach of this Agreement and unlicensed.
1.2. Scope of Use. The present License Agreement is applicable to (a) Software installed on a corporate server, with access to it by corporate users via web-interface; (b) Software installed on a device hard drive for non-network usage and (c) Software installed on Libroplanta web-server with granting You access to use Software via web-interface. For purposes of this Agreement, "use" of the software means loading the Software into the temporary or permanent memory of an Authorized Device. If You have one-user License Key, You may launch only one Session of Software activated by a license key on a single Device owned, leased, or otherwise controlled by you, at a single time. If License Key obtained by You provides for Software use by more than one User, You shall ensure that the number of concurrent Sessions does not increase the number of users indicated in the License Key You have obtained, or you will be in breach of this Agreement and such use and distribution is unlicensed.
1.3. Licensing Restrictions. Depending on nature of the Software procured, the License Key may be provided with restrictions with respect to number of Users, number of Data Modules that might be processed or with respect to number of Model Identification Codes with due regard to identity of such Model Identification Codes. You may use the Software with respect to the said restrictions and any use of the Software with breach to any restriction or any action aimed to suppress respective restrictions set in received or procured License keys is a breach of this Agreement and unlicensed.
1.4. Evaluation Licenses. In the event you obtained a trial or evaluation version of the Software, it will come with a trial activation key that activates the Software for a limited time period (the "Trial Period"). You may use the Software during the Trial Period for internal noncommercial purposes, solely to evaluate the suitability of the Software for your needs. Upon the expiration of the Trial Period you must either purchase an activation key or destroy the Software, Documentation, all backup copies thereof, and all trial activation keys that you have obtained. If you do not purchase an activation key prior to the expiration of the Trial Period, this Agreement, and all your rights and licenses hereunder will terminate at the expiration of the Trial Period. In case permanent or time-limited License Key is not procured, delivery or sharing of information products produced with the use of the Software to the third parties is forbidden either for commercial purpose or demonstration.
1.5. Academic licenses.
1.5.1. "Academic Educational" license is provided for the use of the Software by educational institutions solely for educational purposes, without making profit, provided that restrictions of paragraph 1.5.3. of this Agreement are met.
1.5.2. "Academic Research" license is provided for the use of the Software by educational institutions for the sole purpose of conducting research for dissertation and theses, without making profit, provided that restrictions of paragraph 1.5.3. of this Agreement are met.
1.5.3. If the Software is provided on the basis of Academic Educational or Academic Research licenses, in addition to other terms and conditions of this Agreement the following terms and conditions shall apply:
126.96.36.199. You shall not have the right to use the Software: (a) for the purposes of any education or consulting if such education or consulting is conducted outside the educational or research programs indicated by You in Purchase Confirmation Documents; (b) for the purposes of education or training of third parties who are Libroplanta Software licensees; (c) for purposes of deriving profit including but not limited to commercial consulting or processing of data of any third parties, including affiliates; and (d) for the development of software for sale and licensing purposes.
188.8.131.52. Professors, postgraduate and undergraduate students who are directly related to teaching, education, educational programs, as well as research work conducted within Your educational program, shall be considered Authorized Users of the Software under Academic Educational and Academic Research licenses.
184.108.40.206. The Software should be used for a standard educational program in the course of regular classes held at least annually. You should obtain a preliminary written approval from Libroplanta with respect to all documents You plan to publish, if such documents pertain to capabilities, functionality and/or methodology of the Software.
1.6. Student license. "Student" license is granted to Individual Users only and requires You to be a student of an educational institution and to use the Software subject to the restrictions set forth in paragraph 1.6.1. of this Agreement.
1.6.1. If the Software is provided on the basis of Student license, in addition to other terms and conditions of this Agreement the following terms and conditions shall apply: use of the Software under Student license is limited by purposes which are directly related to education of an Individual User in an educational institution within the relevant educational program.
1.7. Copies and Modifications. Except and solely to the extent that such a restriction is prohibited under applicable law, you may not reverse engineer, decompile, disassemble, or otherwise translate the Software or any license keys you have obtained. You may not modify or adapt the Software or any license keys that you have obtained in any way. You may make one copy of the Software, the Documentation, and any license keys that you have obtained, solely for backup or archival purposes. Any such copies of the Software, Documentation, or license keys shall include any copyright or other proprietary notices that were included on such materials when you first received them. Except as authorized in this Section, no copies of the Software, Documentation, or license keys, or any portions thereof, may be made by you or any person under your authority or control.
1.8. Assignment of Rights. You will not sublicense, lease, rent, or lend your rights in the Software, Documentation, or license keys, as granted by this Agreement, without prior written consent of Libroplanta, except that you may transfer this Agreement in full in connection with the sale of all or substantially all of the assets related to this Agreement, provided that the assignee assumes all of your obligations hereunder, and the licenses granted hereunder will only extend to use of the Software on the Device on which the Software was installed immediately prior to the assignment. Libroplanta may assign this Agreement without limitation. Any assignment in violation of the foregoing shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
1.9. Support and Maintenance Services.
1.9.1. "Maintenance Plan" is a time-limited right to technical support and Software updates and upgrades. Technical support only covers issues or questions resulting directly out of the operation of the Software. Libroplanta will not provide you with generic consultation, assistance, or advice under any other circumstances.
1.9.2. At any time prior to the expiration of your Maintenance Plan and 14 days after, you may purchase an extension to the current Maintenance Plan. This additional Maintenance Plan will extend the availability of your current Maintenance Plan for a period of time beginning with the date when your Maintenance Plan expires.
1.9.3. For a limited time after the expiration of your Maintenance Plan, you may purchase a renewal of your Maintenance Plan. This will provide you with a new Maintenance Plan that will begin at the date the renewal is purchased.
1.9.4. If you do not purchase any additional Maintenance Plan, you will still have the right to use the existing Software but you will lose the right to technical support and Software updates and upgrades as of the date your current Maintenance Plan expires.
1.9.5. For customers that purchase or already own multiple licenses, a Maintenance Plan must be purchased for each license.
1.9.6. Technical support is provided via electronic mail at the address specified on the web site. Libroplanta will use its best efforts to provide you with technical support within forty-eight (48) business hours of your request. Please check our website to find our latest contact information.
1.9.7. Except as provided herein, support for the Software is provided to you free of charge while your current Maintenance Plan is valid. If Libroplanta discontinues any version of the Software, Libroplanta reserves the right to limit or cease product support and updates for such discontinued version.
2. Intellectual Property and Confidentiality
2.1. Use Reporting, License Violations and Remedies. Libroplanta reserves the right, and you authorize Libroplanta, to gather data on key usage including license key numbers, Device IP addresses or other applicable device identifier (including MAC address or UDID), domain counts and other information deemed relevant, to ensure that our products are being used in accordance with the terms of this Agreement. Libroplanta reserves the right to remedy violations of any of the terms of this Agreement immediately upon discovery, by charging the then current list price of unauthorized keys to the payment instrument used to make the original, authorized purchase, or by any other means necessary, including remotely disabling the Software. You agree not to block, electronically or otherwise, the transmission of data required for compliance with this Agreement. Any blocking of data required for compliance under this Agreement is considered to be violation of this Agreement and will result in immediate termination of this Agreement pursuant to Section 4.
2.2. License Automatic Update and Expiration. Your license may include an expiration date that can result in the termination of the license. For permanent (non-lease) license keys, the license updates automatically except if Libroplanta determines that a license is used in violation of the terms of this Agreement. If your license key is stolen, or if you suspect any improper or illegal usage of your license outside of your control you should promptly notify Libroplanta of such occurrence. A replacement license will be issued to you and the suspect license will be allowed to expire. For lease licenses, your monthly payment for each consequent period must be processed prior to the expiration date in order for the license updates to be performed. For your convenience Libroplanta may, but has no obligation to, provide license expiration warnings in the product interface should there be any issues that would cause the product license to eventually expire. It is your responsibility to contact Libroplanta regarding any potential expiration that you deem inappropriate. Libroplanta shall not liable for any damages or costs incurred in connection with the expired licenses.
2.3. Proprietary Rights to the Software. You acknowledge that the Software and the Documentation are proprietary to Libroplanta, and the Software and Documentation are protected under the Russian Federation copyright and other intellectual property laws and international treaties. You further acknowledge and agree that, as between you and Libroplanta, Libroplanta and its third party licensors own and shall continue to own all right, title, and interest in and to the Software and Documentation, including associated intellectual property rights under copyright, trade secret or patent laws. Except for the limited, revocable license expressly granted to you herein, this Agreement does not grant you any ownership or other right or interest in or to the Software or the Documentation or any other intellectual property rights of Libroplanta, whether by implication, estoppel, or otherwise.
2.5. Consent to Use Data. You agree that Libroplanta may collect and use technical data and related information—including but not limited to technical information about your device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Software. Libroplanta may use this information, as long as it is in a form that does not personally identify you, to operate, provide, improve, and develop our products, services and technologies, to prevent or investigate fraudulent or inappropriate use of our products, services, and technologies, for research and development, and for the other purposes described in this Agreement or to you as part of our products and services.
3. License Fees
The Software will be available to you for use upon your receipt of one or more license keys. Upon acceptance of this Agreement, you may obtain one or more license keys by paying the requisite license fees, using the procedure set forth on Libroplanta web site. License fees for term-based licenses are due prior to the commencement of the applicable term, and may be re-billed to the payment instrument you used for your initial purchase upon the commencement of any renewal term. The license fees paid by you are paid in consideration of the license granted under this Agreement. License sales are final and Libroplanta does not refund license fees under any circumstances. By accepting this Agreement you fully understand that once license fee payment is made to Libroplanta you will have no recourse for receiving a refund of any part of the fees.
4. Term and Termination
This Agreement is effective upon your acceptance of the Agreement, or upon your downloading, installing, accessing, and using the Software, even if you have not expressly accepted this Agreement. This Agreement shall continue in effect until expiration or termination as provided herein (the "Term"). Term-based licenses terminate upon the expiration of the prepaid term, unless you have paid all applicable fees to extend the term. Without prejudice to any other rights, this Agreement will terminate automatically without notice to you if you breach or fail to comply with any of the limitations or other requirements described herein, including the payment of any applicable fees, and you agree that in any such case Libroplanta may, in addition to any other remedies it may have at law or in equity, remotely disable the Software. You may terminate this License Agreement at any time by providing written notice of your decision to terminate the Agreement to Libroplanta and ceasing use of the Software and Documentation. Upon any termination or expiration of the Agreement for any reason, you agree to uninstall the Software and either return to Libroplanta the Software, Documentation, all copies thereof, and all license keys that you have obtained, or to destroy all such materials and provide written verification of such destruction to Libroplanta.
You will, at your own expense, indemnify and hold Libroplanta, and all officers, directors, and employees thereof, harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including reasonable attorneys' fees (collectively, "Claims"), arising out of any use of the Package (as defined below) by you, any party related to you, or any party acting upon your authorization in a manner that is not expressly authorized by this Agreement.
6. Third Party Software
The Software is distributed to you with various third party software components ("Third Party Software" and together with the Software, the "Package") which are provided under separate license terms (the "Third Party Terms"). Your use of the Third Party Software in conjunction with the Software in a manner consistent with the terms of this Agreement is permitted, however, you may have broader rights under the applicable Third Party Terms and nothing in this Agreement is intended to impose further restrictions on Your use of the Third Party Software. The Software may also enable interoperation with certain other third party operating systems and applications. Libroplanta does not provide you with any such third party licenses and it is solely your responsibility to obtain all necessary software licenses from respective vendors.
7. Disclaimer. Limitation of liability.
7.1. WARRANTY DISCLAIMER. LIBROPLANTA DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, TITLE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TO THE FULLEST EXTENT AUTHORIZED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LIBROPLANTA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND FOR THE THIRD PARTY SOFTWARE, AND DOES NOT WARRANT THAT THE PACKAGE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE PACKAGE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT DEFECTS OR ERRORS IN THE PACKAGE WILL BE CORRECTED OR THAT THE PACKAGE WILL BE COMPATIBLE WITH FUTURE LIBROPLANTA' PRODUCTS, OR THAT ANY INFORMATION STORED OR TRANSMITTED THROUGH THE PACKAGE WILL NOT BE LOST, CORRUPTED OR DESTROYED. YOU ASSUME RESPONSIBILITY FOR SELECTING THE PACKAGE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE PACKAGE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE PACKAGE.
7.2. LIMITATION OF LIABILITY. IN NO EVENT SHALL LIBROPLANTA BE LIABLE TO YOU OR ANY PARTY RELATED TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR OTHER SUCH PECUNIARY LOSS), WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF LIBROPLANTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LIBROPLANTA' TOTAL AGGREGATE AND CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS OF ANY KIND ARISING HEREUNDER EXCEED THE AMOUNT OF LICENSE FEES ACTUALLY PAID BY YOU FOR THE SOFTWARE GIVING RISE TO THE CLAIM IN THE TWELVE MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
7.3. CERTAIN LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATION OR EXCLUSION OF CERTAIN TYPES OF WARRANTIES, DAMAGES, OR LIABILITIES, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU, BUT IN SUCH A CASE THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION 7 SHALL BE APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW.
8. General Terms
8.1. Governing Law and Choice of Forum. This Agreement shall be governed by and interpreted in accordance with the laws of the Russian Federation, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this Agreement shall be resolved in the International Commercial Arbitration Court of Russian Chamber of Commerce. To the maximum extent permitted by law, you hereby consent to the jurisdiction and venue of such court and waive any objections to the jurisdiction or venue of such courts. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
8.2. Severability. If any term or provision of this Agreement is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity of enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation. To the extent possible the provision will be interpreted and enforced to the greatest extent legally permissible in order to effectuate the original intent, and if no such interpretation or enforcement is legally permissible, shall be deemed severed from the Agreement.
8.3. Survivability. Articles 2, 5, 7, and 8 of this Agreement and all Sections thereof, shall survive the termination or expiration of this Agreement, regardless of the cause for termination or expiration, and shall remain valid and binding indefinitely.
8.4. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
8.5. Amendments. Libroplanta reserves the right, in its sole discretion, to amend this Agreement from time to time by posting an updated version of the Agreement on www.libroplanta.com, provided that disputes arising hereunder will be resolved in accordance with the terms of the Agreement in effect at the time the dispute arose. If there is a conflict between this Agreement and the most current version of this Agreement, posted at www.libroplanta.com, the most current version will prevail. Your use of the Software after the amended Agreement becomes effective constitutes your acceptance of the amended Agreement. If you do not accept amendments made to this Agreement, then this license will be immediately terminated pursuant to Section 4.
8.6. Taxes. You shall, in addition to the license fees required under this Agreement, pay all applicable sales, use, transfer, or other taxes and all duties, whether national local, however designated, that are levied or imposed by reason of the transaction contemplated under this Agreement, excluding income taxes on the net profits of Libroplanta. You shall reimburse Libroplanta for the amount of any such taxes or duties paid or incurred directly by Libroplanta as a result of this transaction, and you agree that Libroplanta may charge any such reimbursable taxes to the payment instrument you used for your initial payment.
8.7. Limitations to validity of the present License Agreement. If negotiations between you and Libroplanta resulted in decision on non-application (full or partial) of any article of the present License Agreement to You, the respective terms and conditions are included into separate Agreement concluded without amending to the present License Agreement. In such case an Agreement concluded between You and Libroplanta is prevailing against the present License Agreement.