SMIDDLE Software License Agreement

IMPORTANT! PLEASE, READ CLOSELY!

This End User License Agreement (EULA) is a legally binding agreement between you (the legal entity - “Licensee”) and Smiddle International (hereinafter “SMIDDLE”) on the use of SMIDDLE Software (software products).
EULA is applied upon receipt by the Licensee of the Software from a Partner or SMIDDLE. The software may be accompanied by a change or addition to this EULA.
By performing the steps to install, copy, download or otherwise use the Software, Licensee agrees to comply with the terms of this EULA. In the case that Licensee does not agree with the terms of the EULA, it shall not install, copy, download or otherwise use the Software.

1. License
1.1 SMIDDLE grants Licensee a non-exclusive, non-transferable or sublicensable license (“License”) to use the Software solely as an end user. The software is intended only for its own use by the Licensee and should not be operated by third parties (including on the basis of sublicense) or for marketing or subsequent distribution, either separately or as a component of any other product.
1.2 The condition for granting licenses is to ensure that the Licensee ensures that the maximum number of Authorized Users who simultaneously access and use the Software does not exceed the number of paid User licenses. The Licensee has the right at any time to purchase additional User licenses.
1.3 If Licensee will install, copy, download or otherwise use the Software, the terms of this EULA will apply to him. In the case that Licensee does not agree to comply with these conditions, it shall not install, copy, download or otherwise use the Software. In the case, that Licensee does not agree to comply with these conditions, it shall not install, copy, download or otherwise use the Software.
1.4 The software can be accompanied by a change or addition to this EULA. Any such change or addition forms part of the license conditions as if they were included in this document and together formed the terms of this EULA. In the case of any inconsistency between the amendment or addition and these terms and conditions regarding the inconsistency, the relevant provisions of the amendment or addition shall apply.
1.5 The license is confirmed by the License certificate, which contains the Product license key, number of licenses, dates of the beginning and end of the validity of licenses, information on proxies and contact details.
1.6 The license applies to the territory indicated in the License Certificate. Subject to the terms of this EULA, and if they are not terminated earlier in accordance with this EULA, the licenses are limited in time, valid for 1 year from the date of installation, unless otherwise specified in the relevant Agreement.

2. Intellectual Property Rights
2.1 The rights to the Software granted to Licensee are only license. Nothing in this EULA or other document grants Licensee any ownership rights to the Software, in whole or in part.
2.2 The Software, all copies of it, and all intellectual property rights to the Software and its copies are owned by SMIDDLE. The software is protected by copyright and other intellectual property rights, laws and conventions.
2.3 Licensee confirms that the Software is subject to copyright, and that Licensee should not perform or permit any action that violates copyright at any time (either before or after termination of this License).
2.4 SMIDDLE reserves all rights to the Software that are not expressly granted to the Licensee by this EULA.

3. Test license
3.1 SMIDDLE has the right to provide a test copy of the Software, in whole or in part, to evaluate the performance of software products.
3.2 If a test copy is provided, Licensee has the right to download, install, use and operate the Software only for a limited period of time, and must ensure that the Software is available only to a limited number of temporary users, agreed between SMIDDLE and Licensee.
3.3 At the end of the test period, the Software must be removed from the hardware and from the Licensee's system, and all copies of the Software held by the Licensee must be destroyed.

4. Additional software
4.1 This EULA applies to Additional Software that SMIDDLE that may provide to Licensee after the date of receipt of the initial copy of the Software in conjunction with any change or addition that SMIDDLE defines for the Additional Software.

5. License fees
5.1 In exchange for the provision of the License by SMIDDLE, the Licensee should pay the License fee. Licensee must pay all Fees on time. Failure to receive the Fees within the specified payment deadlines leads to the immediate termination of the licenses granted by this EULA and refers to the unpaid Fees.

6. Rights and restrictions
6.1 The condition for granting licenses is to ensure that the Licensee ensures that the maximum number of Authorized Users simultaneously accessing and using the Software does not exceed the number of User licenses for which the necessary Fees have been paid. Licensee must ensure that the Software is operated exclusively by Authorized Users in strict accordance with the terms of this EULA.
6.2 Except where prior written consent is obtained from SMIDDLE otherwise, Licensee may install the Software and make it available for use exclusively on hardware systems owned by Licensee, rented or fully controlled by him.
6.3 If, in accordance with clause 7.2, SMIDDLE provides the Licensee with written consent to install the Software in another system (the “Other System”), the Licensee should ensure that the terms of this EULA are complied with by users of the Other system. Licensee will reimburse SMIDDLE for any costs, damages and losses incurred by SMIDDLE in connection with the installation and use of the Software in another system.
6.4 The Licensee has no right modify, adapt, convert, lease, loan, sublicense, carry out marketing, sell, distribute, transfer or create any derivative program based on the Software or any part thereof, including Firmware, Available Code or secure code.
6.5 The Software contains trade secrets, and Licensee may not decompile, reverse engineer, disassemble, or otherwise convert the Software into a human-readable form. Licensee agrees not to disclose, directly or indirectly, any such trade secrets to any person unless and until they cease to be confidential in the absence of violations by the Licensee.
6.6 Licensee must not directly or indirectly access any Embedded Software or use it separately from the rest of the Software.
6.7 Licensee must not copy or embed the elements of the Accessible Code contained in the Software into other applications.
6.8 Subject to the terms of this EULA, Licensee has the right to modify the Available Code in order to develop error correction, adaptation or installation of additional functions exclusively for use by Licensee.

7. Embedded software
7.1 Licensee acknowledges that the Software may contain Firmware and that, in addition to the obligations stipulated by this EULA, additional obligations may apply to any use of the Firmware.
7.2 To install and use any Firmware, Licensee should contact SMIDDLE and the appropriate third party to obtain any required license and consent.

8. Licensing Mechanisms and Fines
8.1 If at any time SMIDDLE has a reasonable suspicion that the Software was distributed or obtained by any person without the written consent of SMIDDLE, or that the Embedded Software was modified, access to it or its use is separate from the Software, or that The Licensee has otherwise violated the terms of this EULA, SMIDDLE may require the Licensee to provide a certificate prepared by an independent auditor, without reservation proving compliance with the License this EULA terms.
8.2 If the Licensee’s auditor does not submit such a certificate without reservation within 90 days from the moment SMIDDLE was sent a corresponding request to the Licensee (or for a longer period that SMIDDLE may agree at its own discretion), the Licensee will be deemed to have violated the terms of this EULA, and SMIDDLE will be entitled terminate EULA and all licenses granted under it.
8.3 In case the violation consists in the distribution or use of the Software in an amount exceeding that stipulated by the terms of the User License or the Additional User License, or in the use, attempts to use or distribute the Firmware, SMIDDLE has the right to retroactively collect from the Licensee a fee calculated on the basis of the number of cases of prohibited distribution or use in accordance with the applicable stated prices that SMIDDLE charges for the Software or Firmware (as appropriate). Such fee shall be in addition to any other rights or requirements that SMIDDLE may have with respect to the Licensee, as well as in addition to any other Fees payable by the Licensee under this EULA.

9. Publications
9.1 Licensee provides SMIDDLE the right to indicate Licensee as an SMIDDLE client in SMIDDLE advertising materials, including those posted on the company's website.
9.2 Licensee can revoke the rights provided in clause 9.1 by sending written notice to SMIDDLE no later than 30 days prior to such withdrawal.

10. Termination
10.1 This License is valid from the date of the Agreement to its termination in accordance with this clause.
10.2 SMIDDLE has the right to terminate the License with immediate effect by sending a written notice in the following cases:
- Licensee does not pay Fees on time;
- The Licensee violates any condition of this License, and the violation is not eliminated within 14 (fourteen) days after receiving a written notice from SMIDDLE.
10.3 In case of termination of the License for any reason:
a) Licensee must prohibit any access to the Software, and all Authorized Users should stop any use of the Software;
b) Licensee should remove all copies of the Software from his hardware and from his system, as well as from another system, delete or destroy all copies of the Software and all Available Code that are in his possession, in his storage or under his control;
c) Licensee can be obligated to provide SMIDDLE with a certificate issued by the Licensee’s auditor, without reservation proving compliance with clauses 10.3 (a) and 10.3 (b);
d) SMIDDLE has the right to seize the Software and any property of SMIDDLE owned, stored or controlled by Licensee;
e) SMIDDLE is exempt from any further obligations under this License.
10.4 Withdrawal of the Software by the Licensee shall terminate this EULA between SMIDDLE and Licensee.
10.5 In the case of termination of this License for any reason, the Licensee is not entitled to full or partial refund of license fees or other amounts paid for this License and Software.
10.6 Termination does not prejudice any rights that SMIDDLE may have as a result of a violation of this License by the Licensee or Authorized User.

11. Assignment or other transfer
11.1 The Licensee has the right to assign this License solely to his successors in the case of a merger, acquisition or change of control, provided that:
- The licensee will notify SMIDDLE of the assignment within 60 (sixty) days from the date of its commission;
- the assignee agrees to comply with the terms of the EULA;
- after the assignment or transfer, the licensee carrying out such a transaction ceases to use the Software and removes or destroys all copies of the Software that are in his possession, in his storage or under his control.
11.2 Any planned assignment or transfer of the Software by the Licensee in a manner other than as provided in this clause 11 will be deemed invalid and will give SMIDDLE the right to terminate this EULA in accordance with clause 10.
11.3 SMIDDLE has the right to transfer its rights and obligations to this EULA without the consent of the Licensee. Any authorized assignee must comply with the terms of this Agreement.

12. Disclaimer and Limitation of Remedies
12.1 The software is provided “as is”. Licensee acknowledges that by its nature, software is an imperfect product and has flaws, omissions, and other anomalies.
12.2 SMIDDLE warrants to the Licensee that the Software in all essential aspects will meet the technical specifications of the Software for the entire duration of the license from the date of its installation to the Licensee, if it is used in accordance with normal industry technologies and conditions and will not be changed. However, SMIDDLE does not warrant that the operation of the Software will be uninterrupted or error free.
12.3 To the extent permitted by current legislation, SMIDDLE expressly disclaims any warranties regarding the Software, including any warranties of merchantability and / or fitness for a particular purpose, performance warranties, or any warranties that may otherwise arise from custom business practices or use.
12.4 SMIDDLE will not be responsible under any circumstances for any incidental, special circumstances, indirect, direct or subsequent damage or loss of profit, suspension of business, loss of business opportunity or goodwill, for any claims for indirect, special circumstances, or forcible damages , on claims of third parties or for any indirect or consequential losses or associated costs that may arise in connection with the installation or using the Software, including due to its defects, as well as for the loss or inaccuracy of data of any kind, regardless of whether SMIDDLE was aware of the possibility of causing such damage or loss.
12.5 If SMIDDLE violates any provision of this agreement, then the exclusive and maximum amount of liability on the part of SMIDDLE, whether under the contract, as a result of tort or otherwise, under no circumstances will exceed, at the company's sole discretion, one of the following amounts:
- The aggregate price paid for the Software;
- Software replacement cost;
- or the cost of repairing the Software.
12.6 The direct warranty provided in clause 12.2 applies only to the Licensee and is not transferable. In connection with the use of the Software, SMIDDLE makes no other warranties, either express or implied.
12.7 Nothing in this Agreement shall be construed as an exception or change to any statutory rights, warranties or conditions applicable to this Agreement or the Software that are not subject to change or exclusion in accordance with any law.

13. Indemnification
13.1 In the case that the Software becomes or may become the subject of a claim in connection with a violation of any Intellectual Property Rights of third parties, SMIDDLE may, at its discretion:
- to obtain for the Licensee the right to use the Software without forming any responsible;
- replace or modify the Software so that it ceases to violate Intellectual Property Rights;
- reimburse the Licensee for the licensed fees associated with the Software.
13.2 The remedies described in clause 13.1 constitute the sole liability of SMIDDLE and the sole remedy of Licensee in connection with the violation of SMIDDLE Intellectual Property Rights in the Software or other components supplied by SMIDDLE for this EULA.
13.3 The Licensee confirms and agrees that if he violates this EULA and causes SMIDDLE loss, damage, expenses or expenses, directly or indirectly, as a result of such violation, he has the right to initiate legal proceedings against the Licensee.
13.4 Licensee will indemnify SMIDDLE for damages and release SMIDDLE in connection with any costs, expenses, losses and claims against SMIDDLE that are caused by any violation of the Intellectual Property Rights of SMIDDLE or any third party resulting from the modification by the Licensee or Authorized User of any part of the Software or other components supplied by SMIDDLE, or from any violation of this EULA.
13.5 Licensee agrees to initiate any proceedings arising out of this EULA, the Software, use of the Software by the Licensee or in connection with such within 1 (one) year from the date of damage or loss.

14. Settlement of disputes
14.1 The parties agree to comply with the provisions for the settlement of disputes of this clause 14 with respect to any dispute that arises between the parties to this EULA, prior to any legal or arbitral proceedings.
14.2 Dispute notification. In the case of a dispute between the parties, either of them may send a notification to the other party by mail with a detailed description of the essence of the conflict and an indication that it is a notification of a dispute in accordance with this clause 14.
14.3 Response notification. Within 5 Business days after the delivery of the notification of the occurrence of the dispute, the recipient must send the other party a response notification:
- confirming receipt by the party of a notice of a dispute;
- indicating that this notification sent in accordance with this clause 14.3 has been received;
- with a summary of any information that, in the opinion of the party, is directly related to the dispute.
14.4 Initial meeting
- Within 10 Business days after the delivery of the notification of the dispute, the parties should meet or hold an online conference and try to resolve the dispute.
- Each of the parties is obliged to make efforts to resolve the dispute.
14.5 Retention of force agreement. Each of the parties must continue to fulfill its respective obligations under this Agreement until the dispute is resolved.
14.6 Retention of force. Article 14 shall remain in force after refusal to execute, terminate or expire this Agreement.

15. Limitations
15.1 Export of the Software from the country of original purchase may be subject to controls or restrictions in accordance with current local legislation.
15.2 Licensee must:
- determine the availability and application of any local legislation prior to the intended export and obtain all necessary consents and permits;
- refuse to export the Software if it violates any applicable legal restrictions.

16. Retention of force
16.1 Provisions of Articles 2 (Intellectual Property Rights), 6.4, 6.5, 6.6, 6.7, 6.8 (Rights and Restrictions), 8 (Licensing Mechanisms and Fines), 10.3, 10.5 (Termination), 12 (Disclaimer and Limitation of Remedies), 13.4, 13.5 (Indemnification), 14 (Settlement of disputes), 17.2 (General Provisions), 18 (Definitions) shall remain in force in case of refusal to execute, expire or terminate this EULA.

17. General Provisions
17.1 The Licensee is obliged to immediately notify SMIDDLE if at any time he becomes aware of a violation of his duties by this EULA.
17.2 This License is governed by and construed in accordance with the current legislation of Ukraine.

18. Definitions
18.1 Accessible code means source code that is not secure and available in the Software; This concept includes, but is not limited to, assembled programs, script files, macros, individual reports, and process diagrams.
18.2 Additional software means updates, corrections, new functions, additions, plug-ins, individual modifications or new functions developed specifically for the needs of the Licensee, or other connected components of the Software.
18.3 Authorized User means a person authorized by Licensee to access and use the Software under a User License.
18.4 SMIDDLE means Smiddle International, located at Harju maakond, Tallinn, Kesklinna linnaosa, Viru väljak 2, 10111
18.5 Embedded Software means any third-party software that may contain Accessible or Secure Code licensed by SMIDDLE from a third party and embedded in the Software.
18.6 EULA means this document and any change or addition to it, sent by SMIDDLE to Licensee.
18.7 Fees means all fees and costs payable by Licensee to SMIDDLE or the Sales Partner in connection with the acquisition of the Software and User Licenses.
18.8 Intellectual property rights mean the rights formed by any patent, copyright, industrial design or trademark, whether in accordance with general or statutory law, the right to file an application for registration under the law with respect to such or similar rights, as well as the right to protection trade secrets, goodwill or confidential information. Secure code means any source code to protect access to which SMIDDLE or a third party has taken action.
18.9 Secure code means any source code to protect access to which SMIDDLE or a third party has taken action.
18.10 Sales Partner means the person who sells or distributes SMIDDLE products who has been authorized by SMIDDLE for this purpose.
18.11 Software means the software that accompanies this EULA, including computer software, Optional Software, Accessible Code, Secure Code and related media, printed materials, network or electronic documentation, accessible through Internet services and Embedded Software.
18.12 User License means the license or licenses granted by SMIDDLE to the Licensee by this EULA and allowing Authorized Users to access and use the Software. The number of User licenses granted to Licensee depends on the amount of the Fees paid by him.