
Last updated: March 19, 2022

IMPORTANT - READ CAREFULLY: THIS END-USER SOFTWARE LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU (THE "LICENSEE", EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND N3URON CONNECTIVITY SYSTEMS (THE "LICENSOR"). BY CLICKING ACCEPT, INDICATING ACCEPTANCE ELECTRONICALLY, OR BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE, YOU AGREE TO THIS EULA, INCLUDING THE LIMITED WARRANTY, DISCLAIMERS AND LIMITATION OF LIABILITY PROVISIONS. IF THE INDIVIDUAL PERSON ACCEPTING THESE TERMS IS ACTING ON BEHALF OF ANOTHER PERSON, COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT IT HAS FULL AUTHORITY TO BIND THAT OTHER PERSON, COMPANY OR LEGAL ENTITY TO THESE TERMS. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT YOU WILL LOOK ONLY TO THE LICENSOR FOR ALL ISSUES OF ANY KIND RELATING TO THE SOFTWARE AND DOCUMENTATION, AND RELEASE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST ANY AFFILIATE OF THE LICENSOR WITH WHOM YOU MAY HAVE PREVIOUSLY CONTRACTED WITH REGARDING LICENSING OF THE SOFTWARE AND DOCUMENTATION. IF YOU DO NOT WANT TO ACCEPT THE TERMS OF THIS EULA, YOU SHOULD NOT CLICK ACCEPT, DOWNLOAD, INSTALL OR USE THE SOFTWARE, AS DOING ANY OF THE FOREGOING CONSTITUTES YOUR BINDING ACCEPTANCE OF THE TERMS OF THIS EULA.

Software License Terms and Conditions

This End-User License Agreement (“Agreement”) governs the use of the N3uron software product(s) and any Updates (as defined below) to that software (collectively, the “Software”) by the Licensee of the Software and is a binding agreement between N3uron Connectivity Systems as the “Licensor” and you, as the "Licensee". This Agreement shall be binding upon and inure to the benefit of Licensor and Licensee and their respective successors and permitted assigns. Licensee shall not assign or transfer this Agreement or the license rights granted hereunder without the prior written consent of Licensor. As used herein, the term “Updates” means any correction, modification, revision, addition or supplement to the Software that improves the manner in which the Software performs existing functions.

(1) Ownership of Software. 

Licensee is being provided a limited license to use the Software in the manner described below. The Software and all related documentation are the sole and exclusive property of Licensor or its suppliers. It is an express condition of this license that title to, ownership of, and all intellectual property rights (including patents, copyrights, trademarks and trade secrets) in the Software (including permitted copies) shall remain with Licensor or its suppliers and shall not transfer to Licensee or any other party. Nothing herein shall be deemed to constitute a sale of the original or any copies of the Software. 

(2) License Grant and Unauthorized Use. 

   (a) License Grant. Licensor grants to Licensee and Licensee hereby accepts from Licensor a worldwide, non-exclusive and non-transferable right and license to concurrently access the Software on that number of computers, processors, servers, terminals and other computer equipment (“Physical Machines”) or software-based virtual servers, containers, computers and processors (“Virtual Machines”) equal to the number of licenses purchased by Licensee (pursuant to the attached or related invoice). For example, if Licensee has a license to access and use the Software on three (3) machines, Licensee may access and use the Software on only three (3) total Physical Machines, Virtual Machines and/or containers at any one time. 

   (b) Additional License Terms for Virtual Machines and containers. 

      (i) Licensee must purchase a separate license for each instance of a Virtual Machine or container on which the Software operates. 

      (ii) If Licensee installs the Software on the host operating system of a Physical Machine in a computer network where Virtual Machines or containers are operating, then Licensee must hold a valid, fully paid license for such host operating system and each operating Virtual Machine and container.

   (c) Evaluation Version of Software. An Evaluation Instance of the Software may be used without charge on an evaluation basis; provided, that evaluation use is limited to a two-hour runtime only. The evaluation version of the Software made available by Licensor has no limitations on the installation timeline. Such Trial Software may be installed on Licensee’s computer network for an indefinite period, free of charge.
 
   (d) Unauthorized Use. Licensee may not: (i) attempt to circumvent any security device or licensing restriction contained in the Software or violate the permitted non-production uses of the Trial Software and backup licenses for Software purchased for the specific purpose of a disaster recovery event; (ii) assign, loan, rent, lease, sublease, sublicense, translate, modify, alter, adapt, decompile or disassemble the Software, create derivative works based on the Software or otherwise reverse engineer the Software; or (iii) remove, alter, cover or obfuscate any copyright notice or other proprietary rights notice placed on or displayed by the Software and its documentation, whether in machine language or human readable form. Failure to comply with this Section 2 or using the Software in any way except as expressly authorized herein will result in an immediate and automatic termination of Licensee’s license and will make available to Licensor all other legal and equitable remedies.

(3) Third Party Software.

The Software licensed hereunder may include certain third-party software products ("Third Party Software") that require additional notices, disclaimers and/or terms and conditions. Such notices, disclaimers and/or additional terms and conditions of the Third-Party Software are included in a file attached to the installation of the product and, to the extent applicable, are made a part of this Agreement and incorporated by reference herein. By accepting this Agreement, Licensee also accepts the applicable notices, disclaimers, terms and conditions, if any, set forth therein.

(4) Limited Warranty. 

Licensor warrants that: (a) for a period of ninety (90) days from the date of delivery the medium on which the Software is provided shall be free from defects; and (b) prior to delivery, the Software was audited and tested in accordance with Licensor’s internal quality control processes. LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE AND FITNESS FOR A PARTICULAR PURPOSE, FOR THE SOFTWARE AND ALL ACCOMPANYING WRITTEN MATERIALS. LICENSEE UNDERSTANDS AND AGREES THAT LICENSOR’S CUMULATIVE LIABILITY TO LICENSEE FOR ANY AND ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES AND/OR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT AND/OR THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, SHALL BE LIMITED TO THE AMOUNTS PAID TO LICENSOR BY LICENSEE FOR THIS LICENSE. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR SIMILAR DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTIONS, LOSS OF BUSINESS DATA, OR ANY OTHER PECUNIARY LOSS, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF, OR OTHERWISE SHOULD HAVE BEEN AWARE OF, THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY OR BASIS FOR SUCH CLAIM. SOME JURISDICTIONS DO NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES OR LIMITATIONS ON LIABILITY, SO THESE LIMITATIONS MAY NOT APPLY TO LICENSEE.

(5) Support and Update.

A copy of Licensor's Software Update and Support Services Agreement is accessible on the base knowledge or product purchase invoice Licensee understands and agrees that, unless (a) Licensee has purchased software or technical support services through one of Licensor's authorized resellers or value added resellers, or (b) Licensee has elected to purchase a Software Update and Support Services Agreement by paying Licensor the applicable Annual Software Support Fee, Licensee will not receive any Software Updates and must pay for all Software Update and Support Services, or (b) has elected to purchase a Software Update and Support Services Agreement by paying Licensor the applicable Annual Software Support Fee, Licensee will not receive any Software Updates and must pay for all ongoing software or technical support services on a per incident basis.

(6) Registers 

The licensee shall keep accurate records of its use of the software license in a manner sufficient to evidence its compliance with the terms and conditions of the license of use for (a) the License Term of the Software Licenses purchased under the Agreement (and for a period of two (2) years following the expiration of the applicable License Term), and (b) the applicable term of the Services and for a period of two (2) years following the termination of the Services.

(7) Audit Rights 

During the period of time during which Licensee is obligated to retain the above records, Licensor, or its third-party auditor, may audit the records upon reasonable notice to Licensee to verify that Licensee: (a) has used the Software and Services solely as authorized herein; (b) has paid all License and Application Services fees; and (c) has complied with all other terms and conditions of the Agreement. Licensor may not conduct more than one (1) audit in any twelve (12) month period. Audits shall be conducted during normal business hours and Licensor shall use its best efforts to minimize disruption to Licensee's ordinary business. Licensor, and any third-party auditor, shall not have physical access to Licensee's computing devices in connection with any audit without Licensee's prior written consent. Licensee shall reasonably cooperate with Licensor and/or its third party auditor and shall promptly pay Licensor directly for any indebtedness disclosed by such audit. Licensee shall promptly reimburse Licensor for all reasonable costs and expenses incurred by Licensor in conducting the audit if: (i) such audit reveals an indebtedness of Licensee in an amount in excess of five percent (5%) of the fees due and payable by Licensee to Licensor with respect to the period audited; or (ii) such audit reveals that Licensee has materially failed to comply with its obligation to retain accurate records of its use of the Software.

(8) Non-Compliance

8.1. In the event of breach of the obligations, commitments, provisions, terms, conditions, clauses or covenants set forth in this Agreement, the Party aggrieved by the breach may choose between demanding performance or termination of the Agreement, provided that the Party in breach, after having received a reliable written notice from the other Party denouncing such breach and requesting that it be remedied, does not proceed within fifteen (15) days from receipt of such notice to remedy the breach and thus comply with the contractual obligations of the other Party, does not proceed within a period of fifteen (15) days from the receipt of such writing to remedy the breach and thus comply with its contractual obligations, all without prejudice to the obligation of the defaulting Party to indemnify the other Party for all damages arising from the breach. 

(9) Industrial and Intellectual Properties Rights

All industrial and/or intellectual property rights on the Software, as well as any extension, improvement or modification thereof, are the exclusive property of N3uron, so that the Licensee shall not use or register in its name any patents, trademarks, domains or other distinctive signs owned by N3uron, nor may it claim authorship, development or ownership of the Software. Furthermore, the Licensee may not modify, reproduce, distribute, publicly communicate or make available to third parties the Software, except as expressly provided for in this Agreement.

(10) Notifications 

Notices required or permitted to be given under the Agreement or required by law shall be in writing and sent to the other party's legal department at the addresses specified below by: (a) personal delivery confirmed in writing by the addressee; (b) certified mail; or (c) courier service. Notices shall be deemed to have been received on the date of delivery shown on the relevant confirmation. The parties may change their address by notifying the other party.

Address for notification for Licensor: As stated on the purchase invoice.

Address for notifications for Licensee: As stated on the purchase invoice.

(11) Force Majeure

Neither party shall be liable to the other for its failure to perform any of its obligations under the Agreement during any period in which such performance is delayed, prevented or rendered impossible by circumstances beyond the reasonable control of the non-performing party.

(12) Language

The Contract is drawn up in English only, and this shall be the prevailing language in all its aspects. Any version of the Agreement translated into any language other than English shall be for convenience only and shall not be binding on either party. All communications, notices and Documentation to be provided hereunder shall be in English only.

(13) Independent contractors

The parties are independent contractors. Nothing contained in the Agreement shall be deemed to create any partnership, joint venture or agency relationship between the parties. Licensee shall not make any representations or warranties on behalf of Licensor with respect to the Software, Services or otherwise.

(14) Third Party Rights

Other than as expressly provided in the Agreement and notwithstanding any statutory or common law to the contrary, the Agreement does not create any rights in favor of any person who is not a party to the Agreement, and no person who is not a party to the Agreement may enforce its terms or rely on any exclusion or limitation contained in the Agreement.

(15) Partial Nullity

If any provision of this Agreement is declared, in whole or in part, null or ineffective, such nullity or ineffectiveness shall affect only such provision or the part thereof that is null or ineffective, and the Agreement shall remain in full force and effect in all other respects, and such provision or the part thereof that is affected shall be deemed not to have been made.
(16) Jurisdiction and Applicable Law
16.1. This Agreement shall be governed by its own clauses and, failing that, by Spanish law.

16.2. For the resolution of any litigious matter arising from this Agreement, the Parties, expressly waiving any other jurisdiction that may correspond to them, submit to the exclusive jurisdiction of the courts of the city of Madrid.

(17) Miscellaneous 

No provision of this Agreement shall be amended, supplemented or waived except by written agreement signed by the parties hereto. This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter set forth herein and supersedes any prior or contemporaneous discussions, understandings, orders, requests or statements regarding such subject matter, other than the pricing and payment terms contained on the attached or related invoice.

AND IN WITNESS WHEREOF, the duly authorized representatives of Licensee and Licensor sign these Software License Terms and Conditions.
