END USER LICENSE AGREEMENT
Please read this EULA carefully, as it sets out the basis upon which we license the Software Goodwin Soft for use.
This End User Agreement is executed between you (as physical person or legal entity) and
Private Enterprise GOODWIN SOFT, legal entity under the law of Ukraine, whose registered office is situated at 01011, 8, Rybalska str., Kyiv, Ukraine, represented by Director Alexander Tyurin, hereinafter referred to as LICENSOR.
These two entities are collectively referred to as “Parties” and individually as “Party”,
LICENSOR holds all exclusive property rights to the Software.
LICENSEE wishes to obtain non-exclusive rights to use Software.
1.1. ”Software” – is a computer program named “Goodwin”.
1.2. Right to use Software (License) – non-exclusive right to use Software to be provided to LICENSEE for the duration of the Agreement.
1.3. “Territory” – the territory upon which the rights to use Software is extended.
1.4. “Royalties” - the payment for the right to use Software paid to LICENSOR by LICENSEE.
1.5. “Technical support” – the LICENSOR’s actions aiming at correction and/or elimination of Errors of Software.
1.6. “Server” - a computer with the appropriate software, placed on a technical site with constant access to the Internet;
1.7. “Licensor” - a person who has the exclusive right to authorize another Party to use the Software on the terms and conditions specified in this Agreement;
1.8. “Licensee” - is a person who desires to obtain the right to use the Software in the form, boundaries, scope and on terms and conditions specified in this Agreement;
1.9. A “non-exclusive license” - is a license that does not exclude the use of the Computer Program by the Licensor in the area that is limited by this license and the granting of licenses to others for the use of the Software in this area.
1.10. “Additional development” - a complex of activities that affect external systems and require the study of technical documentation, as well as development of new solutions according to user's requests.
1.11. “Additional improvement” - a set of activities aimed at the introduction of new functionality, improving or modifying the existing functionality of the Software.
1.12. “Duration of the Agreement” – the period of validity of the Agreement which starts from the Execution date and shall last: 1 (one) year with a renewal option pursuant to Clause 6.2 hereof.
2. SUBJECT OF THE AGREEMENT
2.1. LICENSOR shall provide LICENSEE non-exclusive right to use Software (License) for the Duration of the Agreement, and LICENSEE shall pay to LICENSOR Royalties in the amount and under conditions stipulated by the Agreement.
2.2. Non-exclusive right to use the Software (License) shall be provided to LICENSEE in the following configuration: “The number of users is unlimited”.
2.3. The possibility to use Software pursuant to the Agreement shall be ensured by LICENSOR by means of placement of Software in Internet with due notification to LICENSEE of the address of appropriate information resource with login and password or by means of sending the Software to LICENSEE by email after obtaining of Royalties by LICENSOR.
3. ROYALTIES and FEES
3.1. LICENSEE is obliged to pay Royalties and Fees to LICENSOR according to the terms mentioned in the additional Commercial Agreement which need to be concluded separately.
4. WARRANTIES AND RESPONSIBILITY OF THE PARTIES
4.1. LICENSOR guarantees that:
4.1.1. As of the Execution date LICENSOR is lawful holder of all Exclusive property rights to the Software;
4.1.2. The execution of the Agreement and the fulfillment of all obligations hereunder do not conflict with any other obligations assumed by LICENSOR.
4.2. LICENSEE guarantees:
4.2.1. Full and proper payment of Royalties, fees and additional improvement and (or) additional development costs to LICENSOR in the amount and under conditions provided for by the Agreement;
4.2.2. Due and full respect to the restrictions imposed upon the use of non-exclusive right being provided under this Agreement, those restrictions being strict and unconditional prohibition to perform any or all of actions in respect of the right that may in any sense undermine the position of LICENSOR as a sole owner of exclusive property rights to the Software including but not limited to: distributing, transferring, negotiating, licensing or sub-licensing.
5. DURATION OF THE AGREEMENT
5.1. This End User License Agreement shall come into force on the Execution date of Commercial Agreement.
6. AMENDMENTS AND TERMINATION OF THE AGREEMENT
6.1. The Agreement can be terminated by LICENSEE according to the terms mentioned at Commercial Agreement.
7. GOVERNING LAW AND DISPUTE RESOLUTION
7.1. The Agreement is governed by and interpreted in accordance with the laws of Ukraine.
7.2. Any dispute arising out of or in connection with the Agreement, including any question regarding its execution, validity or termination shall be resolved by way of amicable negotiations between the Parties.
7.3. If any dispute arising out of or in connection with the Agreement, including any question regarding its execution, validity or termination cannot be resolved by way of amicable negotiations, it shall be referred to and finally resolved by arbitration of competent court under the Ukrainian law.
7.4. If any provision of the Agreement is or becomes illegal, invalid or unenforceable in any respect under any applicable law of any jurisdiction, then such provision shall (to the extent it is illegal, invalid or unenforceable) be given no effect and shall be deemed excluded from this Agreement but without invalidating any of the remaining provisions of this Agreement. Any provision of this Agreement which is held illegal, invalid or unenforceable only in part or to a certain extent shall remain in full force and effect to the extent it is not held invalid or unenforceable.
8.1. From the Execution date all the previous negotiations in oral or in writing as well as all correspondence concerning the Agreement become void.
8.2. All provisions hereof and also the content of negotiations between the Parties are confidential and are not a subject to disclosure by the Parties.
8.3. All amendments, acts, variations and/or addendums to the Agreement are the integral part of the Agreement and shall be in writing and duly signed and sealed by both Parties.
8.4. Each notice, demand or other communication to be given or made under the Agreement shall be in writing, signed by authorized representatives of the respective Party and delivered by hand, by internationally recognized express mail courier or by fax to the relevant party at its address or fax number.