Commercial License

QuartzDesk Commercial License Agreement

(For QuartzDesk Standard And Enterprise Edition)

 

IMPORTANT! READ CAREFULLY: THIS IS A LEGAL AGREEMENT. BY DOWNLOADING, INSTALLING, COPYING, SAVING ON YOUR COMPUTER, OR OTHERWISE USING THIS SOFTWARE, YOU (LICENSEE, AS DEFINED BELOW) ARE BECOMING A PARTY TO THIS AGREEMENT AND YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD NOT DOWNLOAD, INSTALL AND USE THE SOFTWARE.

 

1. PARTIES

(a) "Licensor" means QuartzDesk.com., having its principal place of business at Vlkovická 555/10, Prague 14 - Kyje, 19800, Czech Republic (EU), registered with Trades Registry kept by the Municipal Office of Prague 14, Section 47 of Act No 455/1991 Coll. On trades, file 310015-172456, business identification number: 67 64 79 01, EU VAT number CZ7305250040. QuartzDesk.com is solely owned and operated by its founder and director Jan Moravec (jan.moravec [at] quartzdesk.com).

(b) "Licensee" means the individual or legal entity specified in the License Key. For legal entities, "Licensee" includes any entity which controls, is controlled by, or is under common control with Licensee. For purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.

 

2. DEFINITIONS

(a) "Authorized User" means (i) if Licensee is an individual, solely Licensee; (ii) if Licensee is a legal entity, any employee, independent contractor and other temporary worker authorized by Licensee to use the Software while performing duties within the scope of their employment or assignment.

(b) "Software" means software program known as QuartzDesk in binary form, including its individual distributable components, documentation, upgrades provided pursuant to Section 8 of this Agreement, and any third party software programs that are owned and licensed pursuant to Section 5 of this Agreement by parties other than Licensor and that either integrated with or made part of QuartzDesk (collectively, "Third Party Software").

(c) "Public API Library" means a distributable component quartzdesk-api-<version>.jar of the Software.

(d) "JVM Agent Library" means a distributable component quartzdesk-agent-<version>.jar of the Software.

(e) "Web-Application" means a distributable component quartzdesk-web-<version>.war file of the Software.

(f) "Deployment" means a single installation of Web-Application to a single Application Server, or Application Server Cluster.

(g) "Software Maintenance" means free Software upgrades and Software related technical support.

(h) "License Key" means a unique and cryptographically signed file (license.key) that is required for each Deployment of the Software.

(i) "Evaluation Period" means a time period during which the Licensee may evaluate Software free of charge.

 

3. OWNERSHIP

(a) The Software is the property of Licensor or its suppliers. The Software is licensed, not sold. Title and copyrights to the Software, in whole and in part and all copies thereof, and all modifications, enhancements, derivatives and other alterations of the Software regardless of who made any modifications, if any, are, and will remain, the sole and exclusive property of Licensor and its suppliers.

(b) The Software is protected by copyright law and international treaty provisions. Further, the structure, organization, and code embodied in the Software are the valuable and confidential trade secrets of Licensor and its suppliers and are protected by intellectual property laws and treaties. Licensee agrees to abide by the copyright law and all other applicable laws including, but not limited to, export control laws.

 

4. GRANT OF LICENSE

Subject to the terms, conditions, and limitations set forth in this Agreement, including any amendments thereto, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable license to use the Software as follows:

(a) Licensee may:

  (i) install and use the Software on multiple operating systems, provided that the number of Deployments never exceeds the number of granted License Keys;

  (ii) make one back-up copy of the Software and License Key solely for archival purposes;

  (iii) bundle and redistribute the Public API Library;

  (iv) bundle and redistribute the JVM Agent Library.

(b) Licensee may not, unless specified otherwise in Section 4(a) of this Agreement:

  (i) sell, redistribute, encumber, give, lend, rent, lease, sublicense, or otherwise transfer the Software, or any portions of the Software, to anyone without the prior written consent of Licensor;

  (ii) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software, or create derivative works from the Software;

  (iii) allow the use of the same License Key for multiple Deployments. The Software may contain a feature preventing use of the same License Key for multiple Deployments.

 

5. THIRD PARTY SOFTWARE LICENSE

(a) Licensee agrees to comply with the terms and conditions contained in Third-Party Software license agreements with respect to the applicable Third-Party Software.

(b) Licensee agrees and acknowledges that Sections 9 and 10 of this Agreement shall also govern Licensee's use of the Third-Party Software. Licensor will have no responsibility with respect to any Third Party Software, and Licensee will look solely to the licensor(s) of the Third Party Software for any remedy. Licensor claims no right in the Third Party Software, and the same is owned exclusively by the licensor(s) of the Third Party Software. 

(c) LICENSOR PROVIDES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH RESPECT TO ANY THIRD PARTY SOFTWARE.

 

6. RESTRICTED USE DURING EVALUATION PERIOD

(a) Subject to the terms of this Agreement, Licensee is granted a right to use the Software for evaluation purposes without charge for a period of thirty (30) days from the date of installation of the Software unless otherwise specified ("Evaluation Period").

(b) Licensee's use of the Software during Evaluation Period shall be limited to the internal evaluation of the Software for the sole purpose of determining whether the Software meets Licensee's requirements and whether Licensee desires to continue use of the Software.

(c) Upon expiration of Evaluation Period, Licensee must obtain License Key for perpetual use of the Software or cease using the Software. The Software contains a feature that will automatically disable the Software upon expiration of Evaluation Period. Licensee may not disable, destroy, or remove this feature of the Software, and any attempt to do so will be in violation of this Agreement and will terminate Licensee's rights to use the Software.

 

7. LICENSE FEES AND PAYMENTS

Licensee will pay to Licensor the license fee and other charges and expenses as set forth in an appropriate invoice or other purchase documentation. Licensor may charge Licensee interest for any payment that is more than thirty (30) days past due at the rate of one and one-half percent (1.5%) per month or the highest amount allowed by law, whichever is lower.

 

8. SOFTWARE MAINTENANCE

(a) New license qualifies the Licensee for free upgrades and technical support during the initial 1-year Software Maintenance period.

(b) Licensee may renew Software Maintenance for another 1-year period by paying to Licensor an applicable Software Maintenance renewal fee. Each subsequent Software Maintenance period will start on the day following the expiration of a previous Software Maintenance period regardless of the actual Software Maintenance renewal date. Upon obtaining License Key for a new Software Maintenance period from Licensor, Licensee shall destroy a License Key provided by Licensor for a previous Software Maintenance period.

(c) Licensor will provide generally available new versions of Software to Licensee on Licensor's web site at www.quartzdesk.com

(d) If not agreed otherwise in writing between Licensor and Licensee, upon upgrading to new version of the Software the relationship between parties shall be governed and amended (if applicable) by the terms and conditions of License agreement related to Software available at www.quartzdesk.com on the day of Software Maintenance purchase.

 

9. REFUND POLICY

(a) Licensor will not refund the purchase price of License Key once it has been generated and sent to Licensee.

(b) A refund for the purchase price may only be granted if License Key has not been generated and sent to Licensee, and the refund request is within 30 days of the License purchase date.

 

10. LIMITED WARRANTY

THE SOFTWARE IS PROVIDED TO LICENSEE "AS IS" AND WITHOUT WARRANTIES. LICENSOR MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR, AND ITS AFFILIATES, SUPPLIERS AND RESELLERS, DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. 

 

11. DISCLAIMER OF DAMAGES

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, LICENSORS, SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY LICENSEE OR ANY USER OF THE SOFTWARE, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER ) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

(b) IN ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE SOFTWARE UNDER THIS AGREEMENT. 

 

12. EXPORT REGULATIONS

Licensee agrees and accepts that the Software may be subject to import and export laws of any country, including those of the European Union and United States (specifically the Export Administration Regulations (EAR)). Licensee acknowledges that it is not a citizen, national, or resident of, and is not under control of the governments of Cuba, Iran, North Korea, Sudan or Syria and is not otherwise a restricted end-user as defined by applicable export control laws. Further, Licensee acknowledges that it will not download or otherwise export or re-export the Software or any related technical data directly or indirectly to the above-mentioned countries or to citizens, nationals, or residents of those countries, or to any other restricted end user or for any restricted end-use.

 

13. TERM AND TERMINATION

(a) Except as otherwise provided in License ey, the license granted herein shall be perpetual.

(b) If Licensee fails to comply with the terms and conditions of this Agreement, this Agreement and Licensee's right and license to use the Software will terminate immediately. Licensee may terminate this Agreement at any time by notifying Licensor. Upon the termination of this Agreement, Licensee must delete the Software from its computers and archives.

(c) LICENSEE AGREES THAT UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, LICENSOR MAY TAKE ACTIONS SO THAT THE SOFTWARE NO LONGER OPERATES.

 

14. MARKETING

Licensee agree to be identified as a customer of Licensor and that Licensor may refer to Licensee by name, trade name and trademark, if applicable, and may briefly describe Licensee's business in Licensor's marketing materials, on Licensor's web site, in public or legal documents. Licensee hereby grants Licensor a license to use Licensee's name and any of Licensee's trade names and trademarks solely pursuant to this marketing section.

 

15. GENERAL

(a) Licensor reserves the right at any time to cease the support of the Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.

(b) This Agreement, including the Third Party Software license agreements, constitutes the entire agreement between the parties concerning Licensee's use of the Software, and supersedes any and all prior or contemporaneous oral or written representations, communications, or advertising with respect to the Software. No purchase order, other ordering document or any hand written or typewritten text which purports to modify or supplement the printed text of this Agreement or any schedule will add to or vary the terms of this Agreement unless signed by both Licensee and Licensor.

(c) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach. The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement will be enforceable notwithstanding said expiration or termination.

(d) This Agreement will be governed by the laws of Czech Republic, without reference to conflict of laws principles. Licensee agrees that any litigation relating to this Agreement may only be brought in, and will be subject to the jurisdiction of, any Court of Czech Republic.

(e) Titles are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. Either Licensor or Licensee may assign this Agreement in the case of a merger or sale of substantially all of its respective assets to another entity. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and assigns.