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End-User License Agreement

Updated at 12/06/2022 9:50 a.m.

General

IMPORTANT -- READ CAREFULLY: BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU REPRESENT THAT YOU PURCHASED THE SOFTWARE FROM AN APPROVED SOURCE AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON, COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY OR LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, COPY, ACCESS OR USE THE SOFTWARE

This End-User License Agreement ("Agreement") is a legal agreement hereby entered into between you, either an individual, company or other legal entity, and its affiliates (hereafter, “Customer”) and CVCosmos ("Licensor") for the Software.

1. DEFINITIONS

1.1 “Affiliates” means an entity controlled by, under common control with, or controlling such party, where control is denoted as having fifty percent (50%) or more of the voting power (or equivalent) of the applicable legal entity. Subject to the terms and conditions of this Agreement, Affiliates may use the license granted hereunder. All references to Licensor shall be deemed to be references to Licensor and its Affiliates and all references to Customer shall be deemed to be references to Customer’s company or other legal entity and its Affiliate(s).

1.2 “Computer” means the hardware, if the hardware is a single computer system, whether physical or virtual, or means the computer system with which the hardware operates, if the hardware is a computer system component.

1.3 “Derivative Works” means a revision, enhancement, modification, translation, abridgment, condensation, or expansion of Software or any other form in which such Software may be recast, transferred or adapted, which, if used without the consent of Licensor, would constitute a copyright infringement.

1.4 “Documentation” means the official explanatory materials in printed, electronic or online form provided by Licensor to Customer on the use of the Software. For the avoidance of doubt, any installation guide or end user documentation not prepared or provided by Licensor, any online community site, unofficial documentation, videos, white papers, or feedback does not constitute Documentation.

1.5 “Fees” means the fees for the Software license (including any renewal or extension thereof), Support Services, or any other product or service purchased under this Agreement.

1.6 “Partners” means distributors and resellers authorized by Licensor or its distributors to resell the Software, or a co-branded version of the Software authorized by Licensor.

1.7 “Software” means the object code version of the product, together with the Documentation, and all third-party software that Licensor may have purchased or licensed from third parties and delivered to Customer as part of the Software, as well as any Updates provided by Licensor to Customer pursuant to this Agreement.

1.8 “Support Services” means the service for the correction of errors and/or support of the Software and the issuance of any Updates.

1.9 “Updates” means all subsequent releases and versions of the Software that Licensor makes generally available to its customers as part of purchased Support Services and which are not separately priced or marketed by Licensor.

2. INTELLECTUAL PROPERTY RIGHTS

2.1 Ownership. Title to the Software, Documentation, Updates and all patents, copyrights, trade secrets and other worldwide proprietary and intellectual property rights in or related thereto are and will remain the exclusive property of Licensor and its licensors. Customer may not remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings in or on the Software, hardware or Documentation and will not acquire any rights in the Software, except the limited license specified in this Agreement. Licensor and its licensors own all rights in any copy, translation, modification, adaptation or Derivative Works of the Software, including any improvement or development thereof. Licensor retains all rights not expressly granted to Customer in this Agreement. Customer shall promptly notify Licensor in writing upon discovery of any unauthorized use of the Software or Documentation or infringement of Licensor’s proprietary rights in the Software or Documentation.

2.2 Open Source Components. The Software includes certain third-party software and may be used only in accordance with the respective licenses, which prevail over the terms of this Agreement with respect to such third-party software. With respect to the Software, third-party components are integrated by Licensor for and on behalf of Customer in accordance with this Agreement. Therefore, any third-party software delivered to Customer pursuant to this Agreement, including any third-party plug-in that may be provided with the Software, is included for use at Customer’s option, solely in accordance with the corresponding third-party software license(s). Licensor shall have no liability for Customer’s use of any third-party software.

3. LICENSE GRANT AND FEES

3.1 Software License. Customer is granted a non-exclusive, non- transferable, non-assignable, restricted license during the term set forth in this Agreement, to access, install, and use the Software in accordance with the relevant Documentation for Customer’s own purposes only. Customeracknowledges the Software and Documentation is proprietary to Licensor and may not be distributed to any third parties. Customer is not granted rights to Updates unless Customer has purchased Support Services. The license granted herein is subject to the specific restrictions and limitations set forth herein.

3.2 Fees. Customer agrees to pay Fees to Licensor for the licenses and associated services.

4. LICENSE RESTRICTIONS

4.1 Restrictions on Use. Subject to the terms of the open source licenses governing the open source components of the Software, Customer shall not: (a) Allow third parties or develop methods for third parties to use the Software; (b) sell, rent, lease, use collectively, record, license, sublicense, share, distribute, publicly communicate, transfer or exploit in any other manner the Software; (c) except as permitted by applicable law, decompile, disassemble, or reverse engineer the Software, in whole or in part, and Customer shall not attempt to obtain in any other manner any Software source code, and shall not carry out any action to the detriment of Licensor’s intellectual property rights or those of its suppliers; (d) make copies, execute, publish, or reproduce Software, unless expressly authorized in this Agreement (and all copies must maintain Licensor’s copyright notices); (e) develop any Derivative Works or any type of software program based on the Software, Documentation, or any other Confidential Information of Licensor; (f) make available, reveal, disclose, offer, or allow the use of Software by third parties, without the prior written consent of Licensor; (g) alter or modify the Software without the prior written consent of Licensor; (h) reject, avoid, elude, remove, deactivate, or evade, in any way, any protection mechanism of the Software, including without limitation any mechanism used to restrict or control Software functions; (i) provide or offer access to any third parties to any restricted online access keys or authentication passwords provided by Licensor for downloading Software; or (j) disclose to any third party any benchmarking or comparative study involving the Software or Documentation.

4.2 Trademarks. Customer may not delete, remove, hide, move, or alter any trademark, logo, icon, image, or text that represents the Licensor’s name, any derivation thereof, or any icon, image, or text that is likely to be confused with the same. All representations of the Licensor’s name, logo or other mark of Licensor or any of its Affiliates’ names or marks must remain as originally distributed regardless of the presence or absence of a trademark, copyright, or other intellectual property symbol or notice.

5. SUPPORT SERVICES

Subject to Customer’s payment of the Fees for Support Services, Licensor will provide Support Services to Customer per the Support Services Addendum attached hereto as Exhibit.

6. DISCLAIMER

EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE, THE SOFTWARE AND SUPPORT SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE OR SUPPORT SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE FAIL SAFE, UNINTERRUPTED, ERROR FREE, OR THAT THE SOFTWARE WILL PROTECT AGAINST ALL POSSIBLE THREATS. LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, AND ACCURACY OF INFORMATIONAL CONTENT.

7. LIMITATION OF LIABILITY

IN NO EVENT, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL LICENSOR OR ITS LICENSORS, PARTNERS, OR SUPPLIERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTIES UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, COSTS, LOSSES OR EXPENSE, (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OR INTERRUPTION OF USE, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, DAMAGE TO NETWORKS, EQUIPMENT, OR HARDWARE, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR TECHNOLOGY). Regardless of whether the claim for such damages is based in contract, tort, or any other legal theory, in no event shall Licensor’s aggregate liability to Customer for direct damages exceed the original purchase price of the Software, Support Services or other amounts paid by Customer, even if Licensor has been advised of such damages. The foregoing limitations shall apply to the maximum extent permitted by applicable law. THE LIMITATION OF LIABILITY HEREIN IS BASED ON THE FACT THAT END USERS USE THEIR COMPUTERS FOR DIFFERENT PURPOSES. ACCORDINGLY, ONLY CUSTOMER CAN IMPLEMENT BACK- UP PLANS AND SAFEGUARDS APPROPRIATE TO CUSTOMER’S NEEDS IN THE EVENT AN ERROR IN THE SOFTWARE CAUSES COMPUTER PROBLEMS AND RELATED DATA LOSSES. FOR THESE BUSINESS REASONS, CUSTOMER AGREES TO THE LIABILITY LIMITATIONS HEREIN.

8. CONFIDENTIALITY

8.1 Confidentiality. Customer acknowledges and agrees that the Software incorporates confidential and proprietary information (“Confidential Information”) developed or acquired by Licensor including, but not limited to, technical and non-technical data, formulas, patterns, compilations, devices,methods, techniques, drawings and processes related to the Software, which constitutes the valuable intellectual property of Licensor and its suppliers.

8.2 Use of Confidential Information. Each party will comply with all laws and regulations that apply to use, transmission, storage, disclosure, or destruction of Confidential Information. Both Parties agree to hold the other party’s Confidential Information in the strictest confidence. Confidential Information shall not be disclosed by either party to anyone except an employee, or agent (as it is clearly described in Privacy and Data Protection Policy and in the Terms of Service). Each party agrees to ensure that its employees, agents, representatives, and contractors are advised of the confidential nature of the Confidential Information and are precluded from taking any action prohibited under this Agreement. Licensor may use any technical information that Customer provides to Licensor for any of Licensor’s reasonable business purposes, including product support and development. Customer acknowledges that the Software may include a monitoring capability that sends anonymous statistics about performance, device utilization and network size remotely to Licensor.

8.3 Ownership of Information. Except as explicitly stated in this Agreement, the party receiving the Confidential Information is granted no license or conveyance of disclosing party’s Confidential Information or any intellectual property rights therein. Title to the disclosing party’s Confidential Information shall remain solely with the party disclosing the Confidential Information.

9. TERM AND TERMINATION

This Agreement and the licenses granted hereunder shall remain in effect until terminated by either party. Licensor may terminate this Agreement and the licenses granted hereunder, upon written notice for any material breach of this Agreement that Customer fails to cure within thirty (30) days following written notice specifying such breach.

10. INDEMNIFICATION

Licensor will have no obligation for any Customer or third-party claims to the extent such claims result from (i) modifications or alterations of the Software made by or for Customer or any other party that were not provided by Licensor or authorized by Licensor in writing; (ii) use outside the scope of the license granted hereunder, (iii) use of a superseded or previous version of the Software if infringement would have been avoided by the use of a newer version which Licensor made available to Customer, or (iv) use of the Software in combination with any other software, hardware or products not supplied by Licensor.

11. GENERAL PROVISIONS

11.1 Assignment. Neither party may assign this Agreement or any right or obligation hereunder without the other party’s prior written consent. However, Licensor may assign this Agreement in the event of a merger or consolidation or the purchase of all or substantially all of its assets. This Agreement will bebinding upon and inure to the benefit of the permitted successors and assigns of each party.

11.2 Force Majeure. Licensor will not be held responsible for any failure, delay or interruption caused by circumstances outside its control, such as network failure, network connection failure, earthquake, flooding, strikes, embargos or acts of government. If such event giving rise to Force Majeure lasts for more than sixty (60) days, then either party may terminate this Agreement without such termination giving rise to any liability or right to any refund.

11.3. Taxes. Customer agrees to pay all taxes (including but not limited to sales, use, excise, and value-added taxes), tariffs, duties, customs fees or similar charges imposed or levied on the Software Customer licenses, with the exception of taxes on Licensor’s net income.

11.4 Entire Agreement and Amendments. The terms of this Agreement may not be modified except by a written agreement signed by both parties.

11.5 Severability. If any provision of this Agreement is held illegal or unenforceable by any court of competent jurisdiction, such provision shall be deemed severed from the remaining provisions of this Agreement and shall not affect or impair the validity or enforceability of the remaining provisions of this Agreement.

11.6 Waiver. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of those rights.

11.7 Choice of Law and Venue. The validity, interpretation and enforcement of this Agreement will be governed by and construed in accordance with the laws of the United Kingdom.

Exhibit

Support Services Addendum

This section shall apply to the extent that Customer has paid for Support Services for the current term.

1. DEFINITIONS

“Coverage Period” means 9:00am to 5:00pm UK time, Monday through Friday, and excluding UK national holidays

“Maintenance Patch” means a release of or for a Supported Product that includes the most recent Resolutions.

“Resolution” means either a software modification or addition that, when made or added to the Supported Product, corrects a Supported Incident; or a work-around, procedure or routine that, when observed in the regular installation or operation of the Software, eliminates the practical adverse effect of such Supported Incident on Customer; or replacement of the Supported Product. (Resolutions may include patches and bug fixes).

“Supported Incidents” means a material defect in materials and workmanship of the Supported Products, or failure of the Supported Product to conform to the specifications relating to that version of the Supported Product, resulting in the inability to use, or restriction in the use of, the Supported Product.

“Supported Products” means the current version of the Software and any prior version for which Licensor provides support.

2. SERVICE DESCRIPTION AND SCOPE

A. Scope of Support Services. The scope of Support Services includes the following two services, according to Customer’s subscription plan:

1. Live Chat Technical Support. Customer may use Live Chat support to receive help regarding the Software. Live Chat support is provided 5 days a week, Monday to Friday, 09.00am to 5.00pm, UK time, excluding UK national holidays.

2. E-mail Technical Support. Customer may send e-mail to the Licensor to receive help regarding the Software any time. However, responses will be send Monday to Friday, 09.00am to 5.00pm, UK time, excluding UK national holidays. Support Services do not include development, consulting or technical training. The level of the Support Services and the Fees will depend on the Customer’s monthly subscription plan.

C. Service Modification. Modifications to the scope of the Support Services may be made from time to time by Licensor and will be notified to Customer in writing.

D. Exclusion from Services. Licensor is not obligated to provide Support Services in the following situations:

  • Unsupported Incidents.
  • Improper installation or operation of the Supported Product not in accordance with Licensor’s specifications.
  • The Supported Product has been damaged or the Supported Incident is caused by Customer’s negligence, or other causes beyond the reasonable control of Licensor.
  • The Supported Incident is caused by third party hardware or software not sold or licensed by or through Licensor.
  • Customer has not installed and implemented a Maintenance Patch/Update or Upgrade so that the Software is not a release supported by Licensor.

3. RESPONSE CRITERIA

Licensor’s initial response may result in resolution of the request or form the basis for determining what additional actions may be required to achieve Resolution.

4. CUSTOMER RESPONSIBILITIES

Customer agrees to:

  • Pay the applicable Services fees and any communications charges associated with accessing the Services accorsing to their monthly subscription plan (unless Licensor specifies otherwise).
  • Ensure that any access codes Licensor provides are used only by Customer’s authorized personnel.
  • Provide Licensor with all relevant and available diagnostic information (including product or system information) pertaining to software problems for which Customer requests assistance.
  • Provide Licensor with appropriate remote access to Customer’s system if necessary to assist in isolating the software problem cause. Customer will remain responsible for adequately protecting the system and all data contained therein whenever it is remotely accessed by Licensor with Customer’s permission.
  • Use the information obtained under these Services only for the support of the information processing requirements within Customer’s enterprise.
  • Ensure that Services are used only in relation to duly licensed Supported Products.
  • Make reasonable efforts to correct any issue and deploy corrections after consulting with Licensor.
  • Promptly install all Maintenance Patches and Resolutions.
  • Inform Licensor promptly of any changes in hardware location.
The Support Fees may vary, depending on the Customer’s monthly subscription plan. Support Services expire on termination of the End-User License Agreement.

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