EASYFIX 4 SOFTWARE LICENCE AGREEMENT
This agreement is entered into by and between Koelner Rawlplug IP spółka z ograniczoną odpowiedzialnością with its registered office at 51-416 Wrocław, ul. Kwidzyńska 6 (Licensor) and the User, hereinafter jointly referred to as the “Parties”, on the date of acceptance hereof by the User upon installation of the Software.
I. Subject of the Agreement
With this Agreement, the Licensor grants a licence to the User to use the Software in the fields of exploitation listed in paragraph IV.2 hereof, under the terms and conditions set forth herein.
Whenever the following phrases/terms are used in the Agreement, they will have the meanings attributed to them in this paragraph:
- “Rawlplug Brand” – any brand, logo, trademark, designation as well as any work or arrangement appearing in the Software, with regard to which the Licensor holds all Intellectual Property Rights, or which it may legally use on any other legal basis.
- “Confidential Information” – all information or data disclosed or obtained by one of the Parties, concerning the economic activity of the other Party, including in particular all information concerning activities, processes, plans, intentions, price lists, pricing structure, know-how, work on inventions, industrial designs, utility models, customers and all business affairs of that Party.
- “Licence Key” – code generated individually for the User who successfully completes Registration, making it possible to access all the functionalities of the Software. The Licence Key is delivered to the e-mail address indicated by the User during Registration.
- “Licensor” – Koelner Rawlplug IP spółka z ograniczoną odpowiedzialnością with its registered office at 51-416 Wrocław, ul. Kwidzyńska 6, entered in the register of entrepreneurs of the National Court Register kept by the District Court for Wrocław–Fabryczna, VI Commercial Department of the National Court Register under the number KRS 0000378370.
- “Software” – the EasyFix 4 computer program made available on the Web Page and downloadable from the Web Page whose main functionalities include in particular: resin consumption calculator, calculations for anchors in a concrete substrate, calculations of protective barrier fixings, matching of the right number of fixings for flat roofs, matching of fixings to masonry substrates, optimisation of facade insulation fixings, deep anchorage of rebars, and other available functionalities.
- “Intellectual Property Rights” – all patents, rights to obtain a patent, copyrights (including the right to authorship) and neighbouring rights, rights in registration of industrial designs, trademarks, protection rights in utility models, rights related to service marks, trade names and the related reputation, rights related to an arrangement and the right to sue for imitation and other acts of unfair competition, rights to obtain a patent and other rights related to the invention, rights related to data and databases (in any case, whether they have been registered or not), technical and commercial information, rights to know-how and related to Confidential Information, as well as other intellectual or industrial property rights or similar rights or analogous rights existing on the basis of the applicable law, regardless of whether they are subject to registration or not, including any rights related to applications submitted for registration or protection of solutions or works subject to protection or the right to submit applications for registration or protection of such solutions or works, rights from priority (current, future or conditional) as well as all renewals of protection of a right, extension of the protection or its re-acquisition and other rights related to the protection of the said rights.
- “Rawlplug ID” – single sign-on (SSO) system for certain services and functionalities made available via Internet by entities from the Rawlplug Group, including the Licensor, allowing natural persons who already have an account registered within Rawlplug ID to securely log into the services and functionalities made available for that purpose without the need for additional registration.
- “Registration” – process consisting in setting up of an individual account by a natural person through the Web Page, which may result in the simultaneous registration of that account within Rawlplug ID.
- “Web Page” – the web page on which the Licensor makes the Software available.
- “User” – natural person using the Software.
- “Entry into Force of the Agreement” – the date when the User expresses consent to be bound by the provisions hereof by accepting the contents of the Agreement upon Software installation.
III. Licensor’s representations
- The Licensor represents that it is the sole owner of the Software.
- The Licensor represents that all Intellectual Property Rights to the Software are vested in the Licensor, that it is authorised to grant the Licence, and that granting of the Licence does not infringe any third-party rights.
- The Licensor grants a licence to the User to use the Software both for private purposes and for purposes related to the User’s economic activity.
- The Licence covers only and exclusively the fields of exploitation consisting in using the Software to the extent limited by its functionalities exclusively for the purpose referred to in paragraph 1 above.
- The Licensor reserves the right to update the Software as well as to make any and unlimited changes to its functionalities within the term of the Agreement, including reducing their number or restricting them. For this purpose, the User expresses consent to the automatic transmission of information to the Licensor by the Software about the up-to-date version of the latter through the User’s IT system.
- The Licence is granted to the User free of charge, for an unlimited term.
- Granting of the Licence to the User does not cause any further obligations to arise on the part of the Licensor towards the User, and in particular it does not obligate the Licensor to install or update the Software or to carry out its maintenance.
V. Licence key
- The Licence Key is delivered to the e-mail address indicated by the User during Registration. The Licence Key makes it possible to unlock access to all the functionalities of the Software.
- The scope of the Software Licence before entering the Licence Key covers limited functionalities of the Software made available to the User by the Licensor at the latter’s discretion.
- After a correct Software Licence Key obtained in accordance with the procedure indicated above is entered, the licence becomes extended to include the full range of functionalities of the Software, subject to paragraph IV. 3.
- The Licensor represents that all Intellectual Property Rights to the Rawlplug Brands appearing in the Software are vested in the Licensor.
- Under this Agreement, the User does not obtain any authorisations related to the use of and utilisation of the Rawlplug Brands.
VII. Software functionalities
- The Software is composed of the individual Modules and Categories, at the Licensor’s discretion at any given time.
- Before entering the Licence Key, the User has only some elements of the Software available, as chosen by the Licensor.
- The User accepts the fact that as the licence is granted free of charge, the Licensor has the right to freely shape the contents of the Software. For the purposes of this paragraph, the software contents should be considered to refer to all the functionalities of the Software, consisting of the individual Modules and Categories.
- The User is not entitled to any claims towards the Licensor related to anything that might be lacking in the Software contents.
- The Licensor may at any time modify the contents of the Software without prior notice given to the User, by adding or removing Modules and Categories.
VIII. User’s rights and obligations
- The User is obliged to use the Software in accordance with the provisions of this Agreement and of the generally applicable law in force.
- The User is obliged to use the Software only and exclusively in accordance with its intended use.
- The User is not authorised in any case to:
- create copies of the Software, regardless of the information storage media, whether physical or not, in which such copies might be produced;
- disseminate the Software, whether against payment or free of charge;
- place the Software into trading ,whether against payment or free of charge, regardless of the form of placing into trading;
- make any changes or modifications in the Software;
- use the source code of the Software or parts thereof to create or modify different computer software;
- grant a licence/sub-licence to use the Software to third parties, independently of the field of exploitation determined in the relevant agreement.
- The User is obliged to present, at their own expense and risk, the results of the work with the Software for approval to an expert holding the appropriate building design licence.
- Before performing the activities described in the previous point, the User undertakes not to use the results of work carried out with the Software for the purpose of implementing construction investments.
- The User accepts that within the scope of use of the Software, the User is exclusively responsible for the provision and possession of computer hardware with parameters that make it possible for the Software to work properly. The Licensor is not responsible for the User’s compliance with the hardware and system requirements that have to be met for correct installation and operation of the Software.
- The User undertakes to prevent unauthorised access to the Software within the framework of the User’s system.
- Should the provisions of paragraph VIII.3 be infringed by a third party or by any other party the User is responsible for, the User is obliged to immediately notify the Licensor about it in writing or by e-mail at firstname.lastname@example.org.
- The User is liable under general principles towards the Licensor for violating the provisions of the Agreement.
- If a software defect is found, the User is obliged to notify the Licensor immediately about it. Defects for the purposes of this provision should be considered to include any limitation or absence of functionalities of the Software described in VII hereof, subject to paragraph IV.3.
IX. Statutory warranty for defects
- The Parties, bearing in mind the free of charge nature of the licence granted for the Software, hereby exclude all rights of the User related to statutory warranty for defects of the Software. Should any defects be found, the Licensor undertakes only to take actions in order to restore the Software functionalities as soon as possible.
- The above provision does not apply to defects deceitfully concealed by the Licensor.
X. Exclusion of the Licensor’s liability
- The Licensor is not responsible for the correctness, completeness or reasonability of the data entered by the User into the Software.
- The User is exclusively responsible for the fulfilment of the obligation set forth in paragraph VIII.4 hereof.
- Due to the fact that the Software is made available free of charge, it is only of an auxiliary nature, and the results of work with the Software do not constitute a building design. The Licensor is not liable for any damage that may arise from the application of results of work with the software to the implementation of specific construction investments. The provisions of this point are not in breach of the User’s obligation referred to in paragraph VIII.4 hereof.
- The User undertakes to release the Licensor from liability for any third-party claims related to damage arising as a result of use of the Software.
- The provisions of this paragraph do not apply to damage caused by the Licensor’s wilful misconduct.
The Parties undertake to keep the Confidential Information confidential, regardless of the form in which it is shared. Neither Party may disclose, sell or use Confidential Information in relations with third parties without the express consent of the other Party given in the written form (“Keeping Confidentiality”).
XII. Final provisions
- This Agreement has been entered into for an indefinite term and enters into force on the date of its acceptance by the User.
- The Licensor and the User are authorised to terminate this Agreement with a 7-day notice period, with the notice submitted electronically.
- Should the User infringe any of the provisions hereof, the Licensor is entitled to terminate the agreement with immediate effect.
- The Licensor reserves the right to modify the contents hereof, with the User being informed about the modification before launching the Software.
- The competent court to resolve any disputes that may potentially arise from the performance of the Agreement will be the court having jurisdiction over the Licensor’s registered office.