This End User License Agreement (“EULA Agreement” or “EULA”) is a legal agreement between you individually, or if you are authorized to acquire Orosoft CRM (as defined hereunder) and any and all related updates and upgrades of the Software or access and/or use our services on behalf of your company or another organization, between the entity for whose benefit you act (in both instances, “you” or “yours”) and Orosoft Ltd. (“we,” “us,” “our,” or “Company”).
PLEASE READ THIS EULA CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING OROSOFT CRM. BY DOWNLOADING, INSTALLING, AND USING THE SOFTWARE, CLICKING THE “I AGREE”, “ACCEPT” OR “YES” BUTTON, OTHERWISE INDICATING ASSENT, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT DOWNLOAD, INSTALL, AND/OR USE THE SOFTWARE AND, IF PRESENTED WITH THE OPTION TO "AGREE" OR "DISAGREE" TO THE TERMS, CLICK "DISAGREE".
The Terms and Conditions of the Company are available on https://oro-soft.com (“Terms and Conditions” or “Terms”), which shall apply to our Software and apply in addition to, and supplement the provisions of, this EULA. In the case of a conflict between the EULA and the Terms and Conditions, the terms of Terms and Conditions shall govern.
Definitions
When used in this EULA, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:
"Software" (or “Orosoft CRM”) means the software program in object code format, provided by and licensed from the Company, all of the contents of the downloads, files, disk(s), CD-ROM(s), and/or other media containing Software with which this EULA is applicable, including but not limited to (A) registration information, i.e. a unique license key which is assigned to your Apple Computer (as this term defined in Terms); (B) related explanatory written materials or files (including but not limited to the Help page) ("Documentation"); and (C) Software setup files and code samples (if any); and (ii) any upgrades, modified versions, updates, additions, and copies of the Software, if any, provided to you by the Company now or in the future (collectively, "Updates").
"Use" or "using" means to access, install, download, copy, or otherwise benefit from using the functionality of the Software in accordance with the Documentation.
"Free Trial" means a version of the Software to be used only to review, demonstrate, and evaluate the Software. For example, the Free Trial of Orosoft CRM allows a limited set of features. Any functional peculiarities, limitations, or problems present in the Free Trial are and will not be a basis or reason for you to obtain a refund of a purchased license. That is, if a Free Trial offers a limited fully functional version, allowing you to see and test those features, your refund request will be declined if based on the absence of some certain feature or if some feature doesn't work as you expected it to work. All other refund cases are governed by and subject to the Company’s Refund Policy.
Grant of License
Subject to the terms of this EULA, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right (license) to use the Software during the term of this EULA. The rights granted herein are subject to your full compliance with this EULA.
Software, Website, and all Services are protected by applicable laws and treaties throughout the world. Orosoft CRM, Website, and Services may not be copied, distributed, or reproduced in whole or in part, without the prior written consent of the Company. Company retains all rights, title, and interest in and to the Orosoft CRM, Website, and Services including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, themes, characters, character names, stories, dialog, settings, artwork, sound effects, musical works, and moral rights whether registered or not and all applications thereof. All rights not expressly granted to you herein are reserved by the Company.
You hereby acknowledge that no title or ownership in the Software is being transferred or assigned and this EULA is not to be construed as a sale of any rights in the Software.
You may install one (1) copy of the installable Software on one (1) hard disk or other storage device of your Apple Computer and you may access and use that Software so long as only one copy of such Software is in operation. One person/entity is entitled to use not more than 10 (ten) licenses for the Software, except otherwise is agreed between such person and Company in writing.
If you are an organization rather than an individual, you may authorize personnel associated with your business to use the Software, but only one person at a time on one Apple Computer at a time. You agree not to duplicate or copy the Software, except that you may make one backup copy for archive purposes.
License Term
The term of your license (“License Term”) under this EULA shall commence on the date that you accept this EULA and install or otherwise use the Software. This EULA and License Term will terminate automatically if you fail to comply with its terms and conditions. In such event, you must destroy all copies of the Software and all of its component parts and cease and desist from accessing any of our Services. Termination will not limit any of the Company’s other rights or remedies at law or in equity.
The License Term continues for the Subscription Period (as this term is defined in the Terms and Conditions) and any extension and/or renewal of this Subscription Period.
Use of Software
Unless you have received prior written authorization from the Company, you must not (i) commercially exploit the Software; (ii) resell, copy, transfer, distribute, display, translate, modify Software or make derivative works of the Software or any part thereof; (iii) make a copy of the Software or any part thereof; (iv) redistribute, sublicense, rent, publish, perform, sell, assign, lease, market, transfer, or otherwise make Software available to third parties; (v) seek to disable, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by applicable law or by the licensing terms governing use of any open sourced components included with the Software (if any); (vi) delete, obscure, or in any manner alter any warning, notice (including but not limited to any copyright or other proprietary rights notice), or link that appears in the Software; (vii) remove or alter Company’s trademarks or logos or legal notices included in the Software or related assets, falsify or delete any author attributions, legal notices or other labels of the origin or source of the material; (viii) copy or distribute text, pictures, music, barcodes, video, data, hyperlinks, displays or any other content provided by the Software; (ix) use Software in any manner not expressly allowed in the Terms.
You may not copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit, or public purposes all or any portion of the Software, except to the extent explicitly permitted above.
Disclaimer of Warranty
Actual service coverage, speeds, locations, and quality may vary. We will attempt to provide the Services at all times, except for limited periods for maintenance and repair. However, the Services and the Website may be subject to unavailability due to a variety of factors beyond our control including emergencies, third-party service failures, transmission, equipment or network problems or limitations, interference, and signal strength, and may be interrupted, limited, or curtailed. Delays or omissions may occur. We are not responsible for data lost, not delivered, delayed, or misdirected because of interruptions or performance issues with the Website and/or Services. We may impose usage or Services limits, suspend the Services, or block certain kinds of usage in our sole discretion to protect users, the Services, or the Website.
YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. THE WEBSITE, ALL WEBSITE CONTENT, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, NONINFRINGEMENT, AVAILABILITY OR ACCURACY OF INFORMATION. THE COMPANY DOES NOT WARRANT THAT THE WEBSITE AND/OR SERVICES WILL BE AVAILABLE, WILL MEET YOUR REQUIREMENTS WILL OPERATE IN AN UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE MANNER, OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. COMPANY DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE WEBSITE AND/OR SERVICE, IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR CONDITIONS, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, THE COMPANY’S WARRANTIES AND CONDITIONS WITH RESPECT TO THE WEBSITE AND SERVICES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.
Limitation of Liability
UNDER NO CIRCUMSTANCES WILL THE COMPANY, ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OR OTHER THIRD-PARTY PARTNERS (“COMPANY PARTIES”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES OR WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY; INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM LOST PROFITS, LOST DATA, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER DIRECT OR INDIRECT, ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES OR OUR WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. YOUR SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE WEBSITE AND SERVICES.
COMPANY’S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID US FOR YOUR USE OF THE SERVICES IN THE PRIOR THREE (3) MONTHS; AND (B) THE SUM OF ONE HUNDRED (100) US DOLLARS.
SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY. IN SUCH STATES OR JURISDICTIONS, THE COMPANY’S LIABILITY TO YOU SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.
Indemnity
You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from any claim or demand, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees), arising out of or relating to (i) any violation of these Terms by you; (ii) your violation of any rights of another; or (iii) your use of the Website and/or Services. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to defense by you.
Governing Law. Jurisdiction
These Terms shall be governed by, and construed in accordance with, the laws of Cyprus, without reference to its choice of law rules. Notwithstanding the foregoing, you agree that the Company shall be entitled to apply for injunctive remedies or other equitable relief in any jurisdiction.
Severability and Waiver
If any provision of these terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. If we do not enforce any right or provision of these terms or if we in any instance grant any concession or indulgence, that will not be deemed a waiver of such right or provision or obligate us to grant any concession or indulgence to anyone else.
Force Majeure
We will not be liable by reason of any failure or delay in the performance of our obligations because of events beyond our reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary internet congestion or extraordinary connectivity issues or failure of a third party host, (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, we will be excused from any further performance of the obligations, which are affected by that Force Majeure Event for so long as the event continues.