License agreement

THE LICENSE AGREEMENT FOR THE USE OF THE SOFTWARE PRODUCTS   TI-Concierge, T-nect or LICENCES T-nect LITE, T-nect PRO, SIP Server

CAREFULLY READ THE TERMS OF THIS LICENSE AGREEMENT ("AGREEMENT") BEFORE INSTALLING, ACCESSING, OR USING THE SOFTWARE PRODUCT.

THE SOFTWARE PRODUCT IS PROTECTED BY COPYRIGHT LAW AND UNDER THIS AGREEMENT, YOU ARE GRANTED LICENSE TO USE, WITHOUT ANY RIGHT OF FURTHER DISTRIBUTION OF SOFTWARE PRODUCT.

BY INSTALLING, ACCESSING OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, YOU UNDERSTAND ITS TERMS AND CONDITIONS, YOU ACCEPT AND AGREE TO BE BOUND BY THEM.

IF YOU ACCEPT THE TERMS OF THIS AGREEMENT ON BEHALF OF THE LEGAL ENTITY ACTING AS THE AUTHORIZED REPRESENTATIVE OF SUCH LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHTS AND AUTHORITY TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT, AND REFERENCES TO "USER" AND (OR) THE "YOU" IN THIS AGREEMENT REFER TO YOU, THE PRIVATE END USER AND THE LEGAL ENTITY ON WHOSE BEHALF YOU ACCEPT THE TERMS OF THIS AGREEMENT.

IN THAT CASE, IF AT ANY TIME YOU HAVE NO INTENTION TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU SHOULD CLICK ON THE BUTTON "I ACCEPT THE TERMS OF THIS AGREEMENT" (I DO NOT ACCEPT) OR AT SUCH OTHER BUTTON, TO INTERRUPT THE INSTALLATION PROCESS, IMMEDIATELY CEASE AND DESIST FROM ATTEMPTS TO ACCESS OR USE THE SOFTWARE PRODUCT AND DELETE ANY COPIES OF IT AVAILABLE TO YOU. THIS AGREEMENT, TOGETHER WITH ANY ADDITIONAL POLICIES OR TERMS INCORPORATED BY REFERENCE, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND DEVELOPER REGARDING THE SOFTWARE PRODUCT AND SUPERSEDES ALL PRIOR WRITTEN AND ORAL PROPOSALS, REPRESENTATIONS OR AGREEMENTS THAT MAY EXIST BETWEEN YOU AND THE DEVELOPER IN AND TO THE SOFTWARE PRODUCT.

 

  • Definitions and terms.

"Agreement" means this license agreement for the use of the Software product.

"Partner" means a third party authorized by Developer to distribute any Software product permitted by applicable law, including sublicensing.

"Developer" - True IP Ltd. established and existing in accordance with the legislation of the Russian Federation whose registered address is: Russia, 198095, Saint-Petersburg, Mitrofanievskoye shosse 5E, litera A

"Documentation" – materials and documentation, including user guide, installation guide and configuration provided by the Developer for use of the Software product.

"End user"- a person or entity who orders a Project for creation of which the license for the Software product has to be obtained in accordance with this Agreement.

"License key" – a license key provided by the Developer for the purpose of obtaining access to and use of the Software product.

«Object» - an automated building or complex of buildings (house, office, yacht, etc.). It includes one or several projects for one «End user».

"Software product" – the software products TI-Concierge, T-nect or licences T-nect LITE, T-nect PRO, SIP servers (including the distribution kits) that accompanied this Agreement.

"User" means (i) You, if You are an individual and have purchased a license for personal needs not connected with entrepreneurial activity, (ii) Your employees if the license was acquired by a legal entity or individual entrepreneur, including employees of Your departments are not legal entities, but excluding employees of other legal entities or individual entrepreneurs (incl. employees of any legal entity that is Your subsidiary or part of a group affiliated with You), and Your consultants, agents and contractors working on Your premises, provided that they are not competitors of the Developer and in writing agreed to the terms of use of the Software product.

"You" and "Your" in all their grammatical forms refers to the licensee in accordance with this Agreement, and may refer to natural person or legal entity of any organizational-legal form.

 

  • Rights to the Software product and Documentation
    • Exclusive rights to the Software product and Documentation (such as copyright) are owned by the Developer. Software product and Documentation may contain separate parts that are copyrighted by third parties, which have signed license agreements for the use of those parts in the Software and/or Documentation.
    • Software product and Documentation are protected by applicable national legislation and international intellectual property treaties. Rights to the Software product and any copies thereof and all intellectual property rights in the Software product in any case will remain with the Developer or the relevant third party.
    • For violation of the rights to the Software product and Documentation provides for the liability in accordance with current legislation of the Russian Federation.

 

  • Grant of license
    • In case of full and permanent compliance with the conditions of the present license agreement the Developer provides You a simple (nonexclusive) license to use worldwide purchased copy of Software product during the license term solely in machine-readable form in object code form and the Documentation solely therefore, as permitted by this Agreement, without the right to sublicense the Software product. For purposes of this Agreement, "Software product" includes any of the upgrade version of the Software product provided to You by the Developer, unless when you upgrade a Software product are not prompted to review and accept new license agreement or additions to this Agreement. Notwithstanding the foregoing, the Developer does not assume any obligation to provide any updates or supplements to the Software product. The "Software product" does not include a new version of the Software product, released by the Developer after the signing of this Contract.
    • Acquisition of a Software product copy is done through purchase and download of the Software product copy directly from the Developer or from the Dealer at the prices specified by the Developer. You can see the price list on the website true-ip.ru
    • All provisions of this agreement refer to Software product as a whole and to all its separate components.
    • Software product is provided for use on one “Object” only.
    • This Agreement applies only to Software and does not grant You rights to use any intellectual property owned by the Developer or the suppliers and contractors of the Developer, including inventions, useful models, industrial samples, know-how, trade names and trademarks.
    • The developer is entitled to integrate in the Software product software protection tool, designed to confirm the use of the Software product in accordance with this Agreement. Such remedies may process data relating to the use of the Software product to consider the number of copies of the Software product, and to transmit the data to the Developer via any available channels.
    • The developer reserves the right to use software license management to implement control over the usage of the Software product. You may not take any action against the Developer use the above remedies and control.
    • The developer shall be entitled at its discretion to correct mistakes and make changes in the Software product, including changing its functionality, releasing updates without prior notice to you.
    • You may install, use, access, display and run copies of the Software product on Your devices (computer, workstation, terminal, tablet, mobile phone or any other device) if you have License key, provided by the Developer and confirming the purchase of the Software product.
    • License key for the Software product is provided via the Internet or by telephone subject to the lawful acquisition of the copy of Software product.
    • The license key is confidential information of the Developer. You may not transfer in any manner such confidential information to third parties without the consent of Developer, except as provided for in Section 5 of the Agreement. You must take sufficient measures to safeguard such confidential information, including to take all efforts to preserve the License key obtained from the Developer.
    • You may create and store one copy of the Software product, provided that this copy is only for archival purposes or to replace a lawfully acquired copy of Software product in cases when such copy is lost, destroyed or became unsuitable for use (backup).
    • You are required to maintain and accurately reproduce all notifications of intellectual property rights on all instances and copies of the Software product. All exclusive rights to and copies of copies of the Software product belong to the Developer, and any use is subject to the provisions of this Agreement.
    • You may not carry out reverse engineering, decompilation and disassembly the Software product and its components, except as expressly permitted by applicable law.
    • You may not: (i) implement the demonstration Software product and pass the information to any person other than the User, to grant access to the Software product or the right to its use by any person other than the User, (ii) authorize the temporary use and publication of the Software product to any third party, transfer to any third party the right to use the Software product, either in full or in part, including by means of sublicense (except in the case of transfer of the copy of Software product in accordance with section 5 of the Agreement); and (iii) use the Software to provide services to third parties.
    • Except as expressly provided by applicable law, You have no right to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software product, or otherwise modify, alter, adapt, publish, merge, translate the Software or create derivative works based on the Software product.
    • Any of Your actions with the Software product not expressly permitted by this Agreement or by applicable law, be effected only with the prior written consent of the Developer.
    • You bear all risks associated with the selection of a Software product, download, installation, and operation of the Software product on Your equipment, including the risk associated with any hardware and software, data, or other members subjected to changes by installing, copying or using the Software product, including the cost of the repair or replacement of any equipment and the services of technical support specialists.

 

  • License fee

The amount and procedure of payment of the license fee specified in the agreement under which You purchased the copy of Software product from the Developer or Dealer. License fee paid by You in consideration of the license granted in accordance with the terms of this Agreement. By accepting this Agreement, You acknowledge that upon payment of the license fee You can get as recourse of compensation of any part thereof.

 

  • The procedure for transferring a license from one person to another person
    • You have the right, without notice to the Developer to pass an instance of the Software product to the End user directly or with the device running the Software product. Upon such transfer the rights and obligations hereunder shall pass to such person concurrently with the transmission of the copy of Software product.
    • Such transfer cannot be accomplished indirectly or through any third party.
    • From the moment of transfer of rights and obligations under this Agreement to a third party You may not access the Project created under the present Agreement.

 

  • Consent to use of data
    • You agree that the developer has the right to collect and use technical data and related information, including, without limitation, technical information about Your device, system and application software and peripheral devices that is collected periodically to facilitate the provision to You of the Software product updates, product support and other services (if any) associated with the Software product. The developer can use this information, provided that such use is made in a form that does not identify You personally, in order to operate, provide, improve and develop the products, services and technology Developer, in order to prevent or investigate fraudulent or inappropriate use of products, services and technologies, research and development, and for other purposes described in this Agreement or as related to specified products and services Developer.
    • In case to achieve the above objectives, the Developer will received any data, which is in accordance with the definition set out in the applicable laws of Your jurisdiction, your personal data, You hereby consent to the granting Developer rights to the collection, recording, systematization, accumulation, storage, clarification, extraction, use, transfer (including transboundary transfer), access, depersonalization, blocking, deletion obtained by the Developer of Your personal data.

 

  • Guarantees Of The Developer
    • Software product and Documentation are delivered in accordance with the generally accepted principle "AS IS" ("as he is"), with all faults, without warranty of any kind, without providing the technical specifications or warranty of any kind, their use is at Your sole risk. The entire risk as to satisfactory quality and performance is with You.
    • Developer does not make and hereby disclaims any warranties, Express, implied or statutory, including implied warranties of condition, uninterrupted use, accuracy of data (including location data), MERCHANTABILITY, satisfactory quality, fitness for a particular purpose, NONINFRINGEMENT of third-party rights, and warranties (if any) arising from ordinary course of business, use or commercial practice. The developer does not guarantee the absence of failures during the usage of the Software product and Documentation; that the Software product will meet your requirements, that the Software will be uninterrupted or error free or that the Software will interoperate or be compatible with any other services, Developer's or a third party, or that any errors in the Software product will be corrected.
    • Developer does not warrant that the Software contains no errors and misprints and takes no responsibility for direct or indirect effects of the use of the Software product, including resulting from possible errors or misprints in the Software product.
    • Some jurisdictions do not allow the exclusion or limitation of implied warranties or limitations on applicable statutory rights of consumers, so some of the above exclusions and limitations apply only to the maximum permitted by law in the applicable jurisdiction.

 

  • Responsibility
    • Under no circumstances shall Developer be liable for any special or consequential damages, punitive damages, indirect or consequential damages or losses (including, but not limited to listed to, lost profits, loss of confidential or other information, the losses caused by breaks in commercial or manufacturing activities, damage to health, violation of inviolability of private life, the non-fulfillment of any obligation, including the obligation to act in good faith and with reasonable care, any other damages and other losses of property or otherwise) arising out of the use or inability to use the Software product or the provision of or failure to provide support services or other services, information, software and content as a result of or in connection with the use of the Software product, or in other cases envisaged or related to provisions of this license agreement, even if advised of the possibility of such damages, or for any claim by a third party.

    • Because some States/countries do not allow certain limitations of liability, limitation of liability under paragraph of the Agreement shall apply to the maximum extent permitted by law in the applicable jurisdiction. This limitation of liability shall not be applicable solely in cases where any specific provision of limitation of liability is prohibited by any Federal law, state law or municipal law which cannot have pre-emptive right. This Agreement gives you specific legal rights, and you may have other rights which vary from jurisdiction to jurisdiction.

    • Under no circumstances the Developer will not be held responsible for all losses (except for the cases stipulated by law), exceed the license fee paid by You for use of the Software, or 5 euros depending on which amount is lower.

    • This Agreement will be automatically terminated if You violate its terms and conditions. In this case, You must immediately cease using the Software product and destroy all copies of the Software product and Documentation.

    • You agree to indemnify, defend, and indemnify the Developer, its partners, affiliates, contractors, officers, Directors, employees and agents in case of damages, losses and expenses arising directly or indirectly from: (i) Your actions or omissions when using the Software product; or (ii) Your breach of this Agreement.

 

  • Conditions of technical support
    • The developer does not provide any support services or technical support under this Agreement. You acknowledge that Developer is not granted any Express or implied obligation to announce or make available any updates, extensions, functionality, modifications, revisions, or additions to the Software product, and that this Agreement does not give You any rights in relation to all the above.

    • Notwithstanding the provision of paragraph 9.2 of the Agreement, the Developer shall be entitled at its discretion to provide, as appropriate and possible during the period of validity of the acquired User version.
  • Final provisions
    • This Agreement shall be governed by and construed in accordance with the current legislation of the Russian Federation.
    • This Agreement will become effective upon Your acceptance of its terms or after You install, get access and begin to use the Software product, even if the terms of this Agreement shall not have been taken explicitly.
    • License in accordance with the terms of this Agreement available for the entire period of validity of the exclusive rights to the Software and Documentation. This Treaty shall remain in force until expiry or termination in the manner provided in this Agreement.
    • The developer reserves the right to amend this Agreement at any time, pre-publishing changes on the website in the Internet www.true-ip.ru 5 (five) calendar days before the changes come into force. In this case, the continued use of the Software product shall be deemed Your acceptance of those changes. The developer is not obliged to notify You personally of changes to this Agreement. The publication of the changes on the website in the Internet will be considered in this case due and proper notice.
    • You may at any time terminate this Agreement by discontinuing use of the Software product and Documentation, and deleting all existing copies and copies of the Software product and Documentation.
    • If any provision of the Contract shall have no legal force or cannot be applied involuntarily, including because they do not comply with the norms of applicable legislation, this shall not affect the validity of any other provisions hereof, and such provisions shall retain their validity and can be applied in a mandatory manner in accordance with their terms. If not applicable in a judicial procedure provisions may be modified and enforced by a court, such provision will be deemed modified so in this Agreement.
    • Any dispute arising under this Agreement, the parties undertake to resolve by means of negotiations. In the event a dispute cannot be resolved by negotiations within 30 (thirty) days of the receipt of the first written claim by one of the parties, the dispute shall be resolved in Arbitration court of Saint-Petersburg.

 

True IP Ltd

Address: Russia, 198095, Saint-Petersburg, Mitrofanievskoye shosse 5E, litera A

Phone.: +7 (812) 2411751

E-mail: info@true-ip.ru

Web-site: www.true-ip.ru