Limited, Non-Exclusive License. The Provider hereby issues to the Client a limited, non-exclusive license (“License”) to use eWay-CRM Free, eWay-CRM Premium Trial, and/or any upgrades (“Software”) only as specifically set forth in this License Agreement. For purposes of this License Agreement, the term “Client” shall refer to any person and/or entity that has downloaded, possessed and/or is using the Software. The term “Provider” shall refer to eWay System Ltd., having its principal offices in Vrané nad Vltavou, Dlouhá 383, Zip code 252 46, Czech Republic, address: Prague 10, Kubánské náměstí 11, Zip code 100 00, Czech Republic, ID number: 27169 979, VAT number: CZ 271 69 979, filed in the commercial registry of the Municipal Court in Prague, Dept. C, File no. 101630, its successors and assigns.
Acceptance of Terms. By using, downloading and/or possessing the Software, the Client agrees to be bound by the terms and conditions of this License Agreement as of the first to occur of the following (“Date of this License Agreement”): (a) the Client downloaded the Software; (b) the Client installed the Software on any device; or (c) the Client possessed the Software.
Duration of License. For eWay-CRM Premium (Trial), the License shall be good for a period of thirty (30) days from the Date of this License Agreement and for an agreed number of users of the Software. If the number of users is not specified, the License shall be valid for three (3) users of the Software. Unless otherwise agreed to by Provider, the License shall automatically be cancelled at the end of this thirty (30) day period. For eWay-CRM Free, the License shall be good for a period of thirty (30) days from the Date of this License Agreement and for only one (1) user of the Software; provided, however, that the License for eWay-CRM Free shall automatically renew at the end of each thirty (30) period until cancelled by either party for any reason or for no reason.
Use of Software. The Client is authorized to use the Software solely for its own needs and shall not be permitted to sell or otherwise distribute the Software and/or any of its components to any other person or entity without the written permission of the Provider. The Client may acquire copies of the Software solely for the purpose of protecting the Client’s archives or for replacing rightfully acquired Software that has been lost, destroyed or otherwise corrupted. The Client is not authorized to, without the written consent of the Provider, to alter the Software or its code, make the Software or its code available to third parties, translate to other programming languages, incorporate into any other software product (or work), grant other legal or natural persons authorization to use the Software, transfer or assign the License or any benefits enjoyed by this License Agreement to a third party, reproduce and distribute the Software, rent, lease and dispose of it in a manner other than as permitted by this License Agreement.
License Termination. The License shall terminate (“License Termination”) upon the earlier to occur of any of the following: (a) expiration of the License; (b) notice by Provider of Client’s violation of the terms of this License Agreement as determined by Provider; (c) Provider and Client enter into a new agreement which specifically provides for a new License term; and/or (d) the Provider does not detect any interaction by the Client with the Software server database (i.e. creates, edits or deletes an item) for 6 months. Upon the License Termination for the reasons set forth herein, and unless otherwise agreed to by Provider, the following shall occur: (a) all Client Data (as such term is defined below) shall be deleted fourteen (14) days after such License Termination; (b) Client shall no longer be able to communicate with the Server (as such term is defined below) for purposes of storing, manipulating and/or accessing new Client Data; and (c) Client shall uninstall and delete the Software on all devices. Since the subscription can be cancelled any time with no additional costs no refunds are provided for prorated periods.
Client Data. The following shall apply to data resulting and/or arising from the Client’s use of the Software, e.g., e-mail message, journal entry, metadata, etc. (“Client Data”).
Server Location. Client Data is stored on the servers (collectively, “Server”) maintained by Cloud4.com (www.cloud4com.com). Cloud4.com maintains the Server in the Czech Republic. At the Provider’s sole discretion, and without notice to the Client, the Provider may migrate and store Client Data on any Server owned and/or maintained by any entity as permitted by the laws of Czech Republic and/or by the laws of any sovereign in which Provider is permitted to operate.
Capacity. Client Data stored on the Server shall be limited to 200 MB. If the Client Data exceeds the permissible limit, then the Client must delete some or all of the Client Data. For eWay-CRM Premium (Trial), the Client may request the Provider to increase the capacity in excess of 200 MB and Provider, in its sole discretion, may agree to increase the capacity as requested.
Backup. Provider shall only be responsible for keeping a backup of Client Data for a period of 24 hours. At the end of 24 hours, Provider automatically deletes the backup of Client Data and, for security purposes, such Client Data is no longer recoverable.
Legality of Client Data. Client warrants to Provider, and further, agrees to indemnify Provider regarding any allegations, that the Client Data does not violate any criminal, civil and/or regulatory laws or rules in the Client’s jurisdiction and/or Provider’s jurisdiction. In the event that the Client has a question about the legality of Client Data in any one or more jurisdictions, Client shall be responsible for making this determination.
Third Party Request. In the event that a third party requests records related to the Client, including but not limited to Client Data (“Third Party Request”), the Provider will make commercially reasonable efforts, to the extent allowed by law, to promptly notify Client of receipt of such Third Party Request. Unless Provider is obligated by law, Client is solely responsible for responding to Third Party Requests via its own access to information. Client will seek to obtain information required to respond to Third Party Requests and will contact Provider only if it cannot obtain such information despite diligent efforts. Absent written permission from Client, Provider shall only comply with Third Party Requests if required by law.
Professional E-mail. To the extent Client uses the Professional E-mail function in the Marketing module, Client acknowledges and understands that Client will need to accept additional terms and conditions as required by the third party vendor providing this service (Commerce Media s.r.o. (www.emailkampane.cz)).
Companies Module. To identify companies and related information, the Software includes within the Companies module the ability to utilize the Company Identification Number. Providers uses ARES (wwwinfo.mfcr.cz/ares/ares_es.html.cz) and VIES (ec.europa.eu/taxation_customs/vies/vieshome.do) to obtain such information. Provider cannot guaranty the availability, accuracy, completeness, reliability or timeliness of such information.
Disputes. All disputes regarding the terms of this Agreement shall be settled exclusively by the courts of the Czech Republic and according to the laws of the Czech Republic.
Notice. Any notice required by this Agreement, as well as any other communications between the parties, may be made by e-mail to the address provided by the Client during the Software registration process, and further, shall deemed received by the Client on the date and time sent by Provider. The address of Provider is available at www.eway-crm.com.
Privacy and Confidentiality. The parties agree that all information obtained in the course of the business relationship arising from this License Agreement shall be considered confidential and trade secrets. Both parties undertake to preserve the confidentiality of all information concerning the business and operations of the other party, including information about customers, products, processes and plans, pricing strategies, etc. This provision does not apply to information or facts that are publicly accessible or that may become so otherwise than as a result of breach of contract, or with the exception of instances where such communication of protected information comes as a result of fulfilling obligations imposed by law, or when the party concerned has granted prior written and explicit consent to do so.
Other. The invalidity of one or more provisions does not invalidate the Agreement in its entirety. In the event that any provision of the Agreement is or becomes invalid or unenforceable, Provider shall undertake to replace it with a new provision that is nearest to it in in content and Client acknowledges that Client shall be deemed to have accepted the same.