User License Agreement
This User License Agreement (the “Agreement”) is between Memetech LTD Tax ID CY10440092L from Agiou Pavlou 61 Agios Andreas Lefkosia 1007, Cyprus that owns the brand name, Webbsite, domain BrainPack.io and the Software (“BrainPack” or “Licensor”) and parties who are accessing BrainPack.io or the software (“Licensee”).
WHEREAS, Licensor is the owner and developer of certain software products and services including but not limited to the BrainPack.io website, BrainPack app, ERP solutions, CRM, accounting, digital marketing, inventory management, dashboards, website builder, AI tools and other integrated applications (hereinafter collectively referred to as the "Software").
WHEREAS, Licensee desires to use the Software for its internal purposes and Licensor is willing to grant a license to Licensee to use the Software subject to the terms and conditions and User License Agreement set forth in this Agreement.
The “Effective Date” of this Agreement is the date which is the earlier of (a) your initial access to or use of the Software (as defined below) or (b) the effective date of the first Order referencing this Agreement.
By visiting BrainPack.io website, applying to a demo account, submitting your contact inquiry, and / or by clicking on the “I accept” (or similar button or checkbox) that is presented to you at the time of your Order or by using or accessing the Software, you indicate your assent to be bound by this Agreement. If you do not agree to this Agreement, do not use or access the Software in any way.
NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties hereby agree as follows:
- Grant of License
The Licensor, possessing the exclusive rights and ownership of the Software and being the esteemed developer thereof, hereby confers upon the Licensee an exceptional license characterized by its non-exclusive nature. This license, granted with solemn authority, imparts to the Licensee the distinguished privilege to access and utilize the Software for its internal purposes alone, in strict conformity with the comprehensive and meticulous terms enshrined within this Agreement. The Licensee shall be cognizant of the non-transferable quality of this license, signifying that in adherence to the agreed-upon provisions, the esteemed rights to access and exploit the Software shall remain exclusively vested with the Licensee. - Scope of Use
- Ownership of Intellectual Property Rights
The Software, developed with immense creativity and innovation by the Licensor, is a product of their intellectual prowess. All intellectual property rights related to the Software, including patents, copyrights, trademarks, trade secrets, and other proprietary rights, exclusively belong to the Licensor. These rights are crucial for protecting the uniqueness and value of the Software, and the Licensor retains complete ownership over them to preserve their innovative legacy.
Any custom coding, development, integration or customization provided by BrainPack for the Licensee as part of the Software services will remain the exclusive property of BrainPack. Licensee acknowledges and agrees that they do not own and will not claim ownership of any custom code or dedicated applications developed by BrainPack. BrainPack retains the right to reuse, modify, and distribute any custom code or applications for other clients or projects at its discretion. Any custom coding, development, integration or customization will be invoices with reference as “Licence expansion” thereof. - Restrictions on Use
To honor the Licensor's rights and maintain the integrity of the Software, the Licensee commits not to engage in any actions that could undermine or compromise the Licensor's proprietary rights. Specifically, the Licensee agrees not to attempt reverse engineering, decompiling, creating derivative works, modifying, translating, or disassembling the Software unless such actions are expressly granted specifically by the Licensor. Additionally, the Licensee undertakes to prevent the unauthorized distribution or sharing of the Software or any of its components.
4.1 No Access to Source Code
Licensee acknowledges and agrees that they will not have access to the full source code or the coding environment of the Software. BrainPack retains all rights to the source code and will not share it with the Licensee under any circumstances to prevent unauthorized use or potential theft. If a client requests access to specific elements or endpoints of the code, BrainPack will assess the necessity and may provide limited access to those specific elements, but this does not include access to the full source code.
4.2 Subdomains and Domain Integration
As part of using the Software, Licensee will receive a subdomain from BrainPack.io (e.g., yourcompany.brainpack.io). Alternatively, Licensee may connect their own domain (e.g., www.mycompany.com) to the Software. In either case, it is mandatory that all pages on the Licensee's domain display a footer link to BrainPack.io.
4.3 Footer Link Enforcement
Unless specifically granted by the Licensor, The footer link to BrainPack.io must remain on all pages of the Licensee’s domain. If the Licensee removes this link using the BrainPack website builder app, BrainPack reserves the right to re-add the footer link. Repeated attempts by the Licensee to remove the footer link will be considered a core violation of the terms of this Agreement.
4.4 No Unauthorized Distribution
Licensee is strictly prohibited from distributing, sharing, or reselling the Software or any part of it. The Software is provided solely for the internal use of the Licensee as specified in this Agreement.
4.5 Customization and Integration
Unless specifically granted by the Licensor by accessing a certain and specific endpoint to the code, all coding, integration, and customization of the Software will be performed by BrainPack. Licensee shall not attempt to modify or alter the Software or any of its components. BrainPack will be the one to perform any customization and / or any integration and / or any development tasks to meet the Licensee’s requirements, only according to personal agreement between the parties and subject to the payments required for these services, which will be determined by the Licensor.
4.6 Compliance with Terms
Any violation of these usage restrictions and limitations may result in the immediate termination of this Agreement and revocation of the Licensee's access to the Software. BrainPack reserves the right to take legal action to protect its proprietary rights and interests. - Support
The Licensor offers General Support to the Licensee, providing dedicated and responsive assistance for any technical queries, challenges, or concerns faced by the Licensee. The General Support team is available free of cost via email, or through the contact form in https://www.brainpack.io/support ticket system, during specified business hours.
BrainPack will provide support and maintenance services to the Licensee as part of the ongoing subscription. This includes email support with a response time of 24-48 hours for standard issues. Critical issues will be addressed and resolved as soon as possible. Licensee may also request additional support, development, customization, or training services on a project basis, subject to the terms agreed upon at the time of the request, and according to personal agreement between the parties and subject to the payments required for these services, which will be determined by the Licensor.
The Licensor may offer specific clients with a special Priority or live support at additional cost. - License Fees and Payment Terms
All payments for subscriptions, customization, integration, development, training or priority support are paid in advance. The Licensee shall pay the license fees based on the pricing plan provided by the Licensor. Payments are to be made on a monthly or annual basis, within a reasonable period as prescribed in the desired plan. Timely payment is crucial to maintain uninterrupted access to the Software.
6.1 Late Payment and Account Suspension
If the Licensee is late in making a payment, BrainPack will send reminders to the Licensee. If payment is not received within 30 days of the due date, BrainPack reserves the right to suspend the Licensee’s account and delete all associated data, including backups. The Licensee remains responsible for any outstanding payments and will be liable for the full amount due, even if the account is suspended and data is deleted.
6.2 Billing Disputes
All payments for the Software and related services are to be made in advance. In the event of a billing dispute, the Licensee must notify BrainPack in writing within 15 days of the disputed charge. BrainPack will review the dispute and respond within a reasonable timeframe. The Licensee agrees to cooperate with BrainPack during the review process. Pending resolution of the dispute, the Licensee must continue to make timely payments for any undisputed amounts.
6.3 Advance Payments and Discounts
Licensees who opt to pay for 6 months or more in advance may receive a discount as specified in his personal pricing plan. However, if the Licensee chooses to terminate the subscription after making an advance payment, no refunds will be provided. The Licensee acknowledges that the advance payment covers expenses incurred by BrainPack, including licenses and server fees, which are paid in advance for the period. In any case of dispute or chargeback done through credit card companies, the licensee agrees to pay a 50% cancellation fee, calculated from the amount without discount, and additionally to all payment for the period used. - Refund & Cancellation
No Refunds: The licensee enters this agreement with full acknowledgment of the fact that the Licensor does not offer any refunds. All payments made by the Licensee for the use of the Software are non-refundable. This includes any fees paid for subscriptions, licenses, or any other services provided by the Licensor.
BrainPack does not offer refunds for any payments made by the Licensee for the use of the Software, including fees for subscriptions, licenses, or any other services. All sales are final, and the Licensee acknowledges that they are not entitled to any refund.
Cancellation: The Licensee may cancel their subscription at any time, subject to the terms and conditions specified in this Agreement. To cancel the subscription, the Licensee must provide written notice to the Licensor at least 31days before the next billing cycle. Upon cancellation, the Licensee's access to the Software will be discontinued at the end of the current billing cycle. The Licensee remains responsible for any fees incurred up to the date of cancellation and will not receive any prorated refund for the remaining period of the subscription.
If the Licensee has paid for 6 months or more in advance and wishes to cancel the subscription before the end of the prepaid period, a cancellation fee of 50% of the remaining period’s fees will apply. This fee covers the costs and commitments made by BrainPack on behalf of the Licensee for the prepaid period. - Data Usage
The Licensee acknowledges the sensitivity and significance of data processed and stored within the Software. The Licensee strictly adheres to a comprehensive Data Usage Policy that governs the collection, storage, processing, and sharing of data. All data is treated with the utmost confidentiality and in compliance with applicable data protection laws. To enhance data security, each client is provided with their own database and server, ensuring the isolation and protection of their data.
To further safeguard the Licensee's data, the Licensor employs robust security measures, including but not limited to encryption, regular security audits, and access controls. The Licensor will not share the data with any third parties without obtaining explicit consent from the Licensee, unless such disclosure is required by law. This ensures that the data remains secure and confidential at all times.
The Licensee is responsible for adhering to all international laws and regulations regarding data protection and privacy, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other applicable data protection laws. It is the Licensee's sole responsibility to ensure compliance with these laws and regulations. The Licensor shall not be held liable for any non-compliance or breach of data protection laws by the Licensee.
The Licensee must implement appropriate measures to protect personal data, including but not limited to: - Ensuring that all data collected is processed lawfully, fairly, and transparently.
- Collecting data for specified, explicit, and legitimate purposes, and not further processing it in a manner that is incompatible with those purposes.
- Ensuring that data is adequate, relevant, and limited to what is necessary in relation to the purposes for which it is processed.
- Keeping data accurate and up to date, and taking reasonable steps to ensure that inaccurate data is rectified or erased without delay.
- Storing data in a form that permits identification of data subjects for no longer than is necessary for the purposes for which the data is processed.
- Implementing appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including protection against unauthorized or unlawful processing and against accidental loss, destruction, or damage.
By adhering to these measures, the Licensee ensures that their data processing activities are compliant with international standards and regulations, thereby protecting the rights and freedoms of data subjects.
- Product Updates
The Licensor is committed to constant innovation and improvement, and will provide regular product updates to Licensee throughout this Agreement in order to enhance the Software's functionality and effectiveness. Notwithstanding, the Licensor does not commit to any update, timeframes, or any specific update and will do so on his own discretion and according to the Licensor sole decision. The licensee will not be able to claim or demand any update. Should the Licensee request any update, the Licensee acknowledges that any update might be subjected to additional payments. - Pricing Upgrade
The Licensor offers flexible pricing plans to accommodate the varying needs and growth of the Licensee's operations. If the Licensee wishes to upgrade their current pricing plan to enable more users to access the software, or add additional features, the Licensor allows seamless and straightforward pricing upgrades.
The Licensee may contact the Licensor's support team to discuss the specific requirements and receive a customized pricing upgrade that aligns with their evolving needs. The Licensor aims to provide transparent and competitive pricing options, ensuring that the Licensee receives optimal value for their investment in the Software. - Payment Modes
To facilitate convenient and secure financial transactions, the Licensor offers multiple payment modes for the Licensee's fees. The Licensee may choose from various payment options, including credit cards, bank transfers, electronic funds transfers (EFTs), cryptocurrency payments and other secure online payment gateways. It is understood that any charges or fees related to the chosen mode of online payment shall be borne solely by the Licensee.
The Licensor maintains a secure and encrypted payment processing system to protect the Licensee's financial data and ensure the confidentiality of all payment transactions. Timely payments are essential to maintain uninterrupted access to the Software and support services. - Disaster Recovery
The Licensor implements robust disaster recovery measures, maintaining redundant data centers and performing regular data backups to protect the Licensee's data from potential loss or damage. The Licensor will be committed to keeping 31 backups of the licensee database for 31 days. The licensee acknowledge e that in any case he will require a backup recovery, it will be subjected to additional costs. - Customer Financial Security
The Licensor acknowledges the importance of safeguarding the Licensee's financial interests and data security. As part of its commitment to customer financial security, the Licensor complies with industry best practices and security standards.
The Licensor's payment processing system adheres to strict security protocols, including compliance, encryption, and secure data storage. The Licensee's financial information is treated with utmost confidentiality and is never shared with unauthorized parties. - Third-Party Modules and Usage Rights
14.1 Integration of Third-Party Modules
The Software provided by BrainPack incorporates certain third-party modules licensed under proprietary agreements. These third-party modules are integrated into BrainPack's suite of applications to enhance functionality and provide comprehensive solutions to Licensee.
14.2 Proprietary License Compliance
The third-party module used by BrainPack is licensed under a proprietary license. This license permits BrainPack to use, execute, modify, and execute after modifications of the module, provided a valid license has been purchased from the authors or a written agreement has been obtained. BrainPack does not distribute the module or its code to Licensee or any third party.
14.3 Usage Rights and Restrictions
Licensee is granted the right to access and use the functionalities provided by the integrated third-party module solely through BrainPack’s closed-source SaaS platform. Licensee shall not, under any circumstances, have access to the source code or any server elements of the third-party module. The module remains the exclusive property of BrainPack and its original authors. Licensee is prohibited from attempting to copy, modify, distribute, sublicense, or sell the third-party module or any part of it
.
14.4 No Access to Source Code
Licensee acknowledges that they will not receive access to the source code of the Software or any of the third-party modules or any associated files. BrainPack ensures that the module is used as a part of its complete suite of applications and provides a user interface for accessing its functionalities without exposing the underlying code.
14.5 Disclaimers
The third-party module integrated into the Software is provided "AS IS" without any warranties or conditions of any kind, express or implied. This includes, but is not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. BrainPack and the original authors of the module shall not be liable for any claim, damages, or other liability, whether in an action of contract, tort, or otherwise, arising from, out of, or in connection with the third-party module or the use or other dealings in the module.
14.6 Compliance with Licensing Agreements
Licensee agrees to comply with all terms and conditions of the proprietary license and any other relevant third-party licenses. Any breach of these terms by the Licensee may result in termination of this Agreement and revocation of all rights granted herein.
14.7 Limitation of Liability
In no event shall BrainPack or the authors of the third-party module be liable for any direct or indirect, incidental, special, or consequential damages, or damages for loss of profits, revenue, data, or data use, incurred by Licensee or any third party, whether in an action in contract or tort, even if advised of the possibility of such damages. In any case whatsoever, the liability of BrainPack for damages hereunder shall in no event exceed the amount of fees paid by Licensee under this Agreement.
14.8 Updates and Maintenance
BrainPack reserves the right to update and maintain the integrated third-party modules as deemed necessary. Licensee will be informed of any significant updates that may impact the functionality or usage of the Software. Regular updates to enhance security and performance will be carried out by BrainPack without requiring explicit consent from the Licensee.
Notwithstanding, the Licensor does not commit to any update, timeframes, or any specific update and will do so on his own discretion and according to the Licensor sole decision. The licensee will not be able to claim or demand any update. Should the Licensee request any update, the Licensee acknowledges that any update might be subjected to additional payments.
14.9 Termination
Upon termination of this Agreement, Licensee shall cease all use of the Software and any integrated third-party modules. Licensee will not retain any copies of the Software or the third-party modules, nor will they have any further access to the functionalities provided by the Software.
14.10 Indemnification
Licensee agrees to indemnify, defend, and hold harmless BrainPack and its licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to Licensee's use of the Software, including any third-party modules, in violation of this Agreement or any applicable law or regulation.
14.11 No Warranty for Third-Party Modules
BrainPack makes no representations or warranties regarding the third-party modules included in the Software. Any warranties regarding the third-party modules are provided solely by the original authors or licensors of those modules, and BrainPack disclaims any liability arising from or related to such third-party modules.
14.12 Acknowledgement of Third-Party Rights
Licensee acknowledges that the third-party modules are protected by intellectual property rights owned by their respective authors or licensors. Licensee agrees not to challenge or infringe upon these rights in any manner.
14.13 Support for Third-Party Modules
Any support provided by BrainPack for third-party modules is offered as a convenience to Licensee and does not create any warranty or imply any responsibility on the part of BrainPack for the performance or functionality of the third-party modules.
14.14 Data Protection and Privacy
Licensee acknowledges that BrainPack may need to share certain data with third-party licensors to facilitate the functionality of the third-party modules. Such data sharing will be conducted in compliance with applicable data protection laws and the privacy policies of the third-party licensors.
14.15 Modification of Third-Party Modules
BrainPack reserves the right to modify or replace third-party modules as necessary to maintain or improve the functionality of the Software. Licensee will not be notified of any significant changes to the third-party modules that may affect the usage of the Software.
Notwithstanding, the Licensor does not commit to any modification. update,, timeframes, or any specific update and will do so on his own discretion and according to the Licensor sole decision. The licensee will not be able to claim or demand any update. Should the Licensee request any update, the Licensee acknowledges that any update might be subjected to additional payments. - Confidentiality
The Licensor, as the rightful owner and developer of the Software, expends significant efforts and resources to create, curate, and protect its intellectual property, which includes proprietary information and trade secrets embedded within the Software. Acknowledging the Licensor's legitimate interest in safeguarding its Confidential Information, the Licensee hereby agrees to abide by the following terms of confidentiality:
15.1 Definition of Confidential Information:
The term "Confidential Information" encompasses all non-public and proprietary information, such as the Software's source code, technical specifications, algorithms, design concepts, development strategies, business plans, financial data, marketing strategies, customer lists, and any other proprietary insights and strategic data related to the Software and the Licensor's business. This information may be disclosed in written, oral, or any other form during the course of this Agreement.
15.2 Obligation of Confidentiality:
The Licensee, along with its authorized representatives, shall treat all Confidential Information obtained from the Licensor during this Agreement with the utmost confidentiality and care. The Licensee shall refrain from using, disclosing, reproducing, distributing, or making available the Confidential Information to any third party without the prior written consent of the Licensor, except as expressly permitted under this Agreement or as required by applicable law.
15.3 Limited Use for Permitted Purposes:
The Licensee may utilize the Confidential Information solely for the purpose of fulfilling its obligations under this Agreement and for the internal evaluation, assessment, and utilization of the Software, as permitted under the terms of this Agreement. The Licensee shall not employ the Confidential Information for any unauthorized commercial purposes, reverse engineering, creating derivative works, or any other activities that may jeopardize the Licensor's proprietary interests.
15.4 Return or Destruction of Confidential Information:
Upon the termination of this Agreement or at the Licensor's written request, the Licensee shall promptly return to the Licensor or, alternatively, destroy all tangible and intangible copies of the Confidential Information within its possession, custody, or control. Additionally, the Licensee shall provide the Licensor with written certification of compliance with this provision.
15.5 Survival of Obligations:
The obligations of confidentiality and non-use shall endure beyond the termination of this Agreement and continue for a period specified herein, i.e. 5 years from the date of termination.
15.6 No License or Transfer of Rights:
This Agreement does not grant the Licensee any license or transfer of rights, either expressly or impliedly, concerning the Licensor's Confidential Information, except as expressly provided within the terms of this Agreement. - Termination for Breach
Both parties, being desirous of fostering a relationship of trust, collaboration, and adherence to the terms of this Agreement, recognize the significance of upholding their respective obligations. In the unfortunate event of a material breach of any term or condition of this Agreement by either party, the non-breaching party reserves the right to invoke the remedy of termination. Upon the occurrence of such a breach, the non-breaching party shall be entitled to terminate this Agreement by providing the breaching party with a written notice of termination. This notice shall clearly specify the nature of the breach and the provision(s) that have been contravened. It is essential to underscore that termination for breach shall be a last resort, and the parties shall make genuine and diligent efforts to resolve any disputes through good-faith negotiations before resorting to such drastic measures. - Termination
17.1 Termination by Licensee
The Licensee has the right to terminate the Agreement by providing the Licensor with written notice in advance. This notice must be given at least 31 days before the start of the next billing cycle, or at least 48 hours before the next payment is due. If the Licensee fails to provide timely notice and informs the Licensor after the payment due date, the Licensee will still be responsible for making the payment for the upcoming period.
The Licensor does not offer prorated refunds for partial months. The Licensee is required to pay for the full month regardless of the termination date within that month.
If the Licensee wishes to decrease server capacity or reduce the number of users, such changes cannot be made mid-cycle but will take effect from the next billing cycle. Some downgrade services may incur a one-time fee, which will be communicated to the Licensee in advance.
17.2 Termination by Licensor
The Licensor reserves the right to terminate this Agreement at any time, without providing a reason. While this is rare, it may occur if the Licensee engages in unacceptable behavior. If the Licensor decides to terminate the Agreement, the Licensee will be provided with all their data (CRM leads, sales, inventory, etc., but not website content or any code) in xls or CSV files according to the Licensor sole decision. If the Licensee engages in illegal activities or violates the Licensor's trust, the Licensor reserves the right to terminate the Agreement immediately without notice and without providing any data. In such cases of illegal use - the Licensee agrees to compensate the Licensor retroactively for the period of illegal activities in sums which will be decided by the Licensor and according to the level of illegal activity done by the Licensee.
17.3 Data Backup and Export
If the Licensor terminates the Agreement, a backup of the Licensee's data will be provided for free. If the Licensee chooses to terminate the Agreement, they will be required to pay for the data export. The data provided will not include any custom code or proprietary elements.
17.4 Exceptions
The Licensor may make exceptions to the above terms for specific clients at its discretion. These exceptions will be communicated in writing and do not constitute a change to the overall terms of this Agreement.
17.5 Effect of Termination
In the event of the termination of this Agreement, the Licensee shall forthwith cease all use of the Software, including any ancillary applications or components thereof, and shall, at the Licensor's discretion, take immediate steps to either return the Software or destroy all copies of the Software that may be in the Licensee's possession, custody, or control. This provision is of paramount importance to safeguard the Licensor's proprietary interests and to ensure that the Licensee's access to and use of the Software cease completely upon termination. The Licensor shall have the prerogative to select the method of disposal, be it return or destruction, based on the circumstances surrounding the termination.
Upon termination of this Agreement, the Licensee shall cease all use of the Software and any services provided by BrainPack. The Licensee will not retain any copies of the Software, custom code, or any related materials. BrainPack will provide the Licensee with access to their data in a standard format, but will not include any custom code or proprietary elements.
17.6 No Transfer of Custom Code Upon Termination
In the event of termination of this Agreement by either party, whether initiated by BrainPack or the Licensee, BrainPack is not obligated to, and will not transfer any custom code or dedicated applications developed for the Licensee. All custom code and applications remain the property of BrainPack, and the Licensee will not have any rights to the code or applications after the termination of this Agreement.
17.7 Consequences of Termination
Upon termination of this Agreement, the Licensee shall cease all use of the Software and any services provided by BrainPack. The Licensee will not retain any copies of the Software, custom code, or any related materials. The Licensor will provide the Licensee with access to their data in a standard format, excluding any custom code or proprietary elements. The Licensee remains responsible for any outstanding payments and any applicable termination fees. -
Disclaimer
The parties to this Agreement acknowledge that the Software is provided "as is" without any warranties or conditions of any kind, whether express or implied. The Licensor, in the interest of transparency and clarity, expressly disclaims all warranties, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The disclaimer elucidates the Licensor's stance on the lack of any express or implied guarantees or promises regarding the Software's performance, suitability, or fitness for specific purposes. It underscores that the Licensee's use of the Software is entirely at its own risk, and the Licensor shall not be held accountable for any discrepancies or limitations in the Software's functionality. - Limitation of Liability
The Licensor, in a commitment to prudence and responsibility, hereby establishes a limitation on its liability towards the Licensee in connection with the Software's use or the provision of support services. Under no circumstances shall the Licensor be liable for any special, incidental, indirect, or consequential damages, including but not limited to loss of business profits, business interruption, loss of business information, or any other pecuniary loss, even if such damages arise from contractual breaches, tortious conduct, or any other legal theory.
The liability of the Licensor is explicitly capped at the total fees paid by the Licensee for the use of the Software or the relevant support services, effectively limiting any potential liability to the amount paid by the Licensee under this Agreement.
This limitation of liability serves to safeguard both parties' interests, promoting fair and reasonable expectations while encouraging mutual trust and cooperation throughout the term of this Agreement. - Governing Law
The parties, mindful of the significance of establishing a comprehensive framework for the resolution of legal issues, hereby agree that this Agreement shall be governed by and construed in strict accordance with the laws of the Republic of Cyprus.
- Jurisdiction
In the event of any dispute, controversy, or claim arising under or in connection with this Agreement, the parties, with utmost forethought and circumspection, agree to submit to the exclusive jurisdiction of the courts of Cyprus.. - Severability Clause
If any provision of this Agreement is held to be invalid or unenforceable under applicable law, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions of this Agreement. The parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that most closely reflects the intent of the original provision. - Waiver Clause
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or relinquishment of any right or remedy. No waiver of any provision of this Agreement shall be effective unless it is expressly stated in writing and signed by both parties. - Assignment Clause
Neither party shall assign, transfer, or delegate any rights or obligations under this Agreement without the prior written consent of the other party, except in cases of mergers, acquisitions, or corporate reorganizations where the assignee expressly agrees to be bound by the terms of this Agreement.
- Entire Agreement
All prior and contemporaneous agreements, whether oral or written, are hereby superseded, and no other representations, warranties, understandings, or commitments shall be deemed to modify or supplement the terms of this Agreement. By embodying the totality of the parties' intentions and mutual promises within the confines of this Agreement, the parties aim to create a comprehensive and exhaustive instrument that embodies their shared vision for the collaboration encompassed herein. - No Reliance on Oral Representations
The parties mutually acknowledge that they have not relied upon any oral representations, promises, or inducements that are not expressly set forth within the four corners of this Agreement. This provision serves to mitigate any confusion or misunderstanding that might arise from informal discussions or extraneous communications. The parties emphasize their shared belief in the primacy of the written word as the definitive record of their intentions and commitments. - Amendments and Modifications
Any modifications, alterations, or amendments to this Agreement shall be valid and binding only if reduced to writing and signed by both parties. This stipulation underscores the parties' intent to maintain the integrity and stability of the contractual relationship, safeguarding against hasty or unilateral changes that may lead to ambiguity or discord. By requiring written consent for any modifications, the parties reinforce their shared understanding that the sanctity of their commitments deserves meticulous care and thoughtful consideration.
Licensee is firmly restricted to use the Software solely for its internal operations. The Software shall not under any circumstances be deployed for purposes such as resale, distribution, or replication.
The parties hereto have duly executed this Agreement, signifying their understanding, acceptance, and commitment to the terms contained herein.
