EULA – End User License Agreement
1. EFFECTIVE DATE. This Software License Agreement (“Agreement”) is effective on the date of End User’s consent (“Effective Date”).
2.1 “Confidential Information” means any confidential and proprietary data and proprietary data and information provided by one party to the other in any form, including, but not limited to, End User Confidentiality, procedures, policies, accompanying documentation, formulas, specifications, programs, instructions, source code, technical know-how, operating methods and procedures, results and reference tests, business
2.2 “License Fees” means the fees for the Software set forth in the attached Exhibit A.
2.3 “End User Credentials” means the combination of user ID and password that provides the end user with access to the Software.
2.4 “Software” means the solution offered for internal use to the End User that addresses the capabilities and functionality offered by the ReportAll Platform.
3. GRANTING OF A LICENCE
3.1 License to use the Software. Subject to the terms and conditions of this Agreement, Konnektable grants to End User, and End User accepts, a non-exclusive, non-transferable right and license to access the Software and Documentation Materials during the term of this Agreement for its own internal organizational purposes. End User, at its sole cost and expense, shall be responsible for providing and maintaining all necessary computer hardware, software (such as operating systems and web browsers) and telecommunications equipment required to access and use the Software. This license includes the provision of services by Konnektable to ensure that the Software is compatible with Licensee’s network environment and any third party software that will interact with the Software.
3.2 Restrictions. Except as otherwise provided herein, End User may not directly or indirectly (a) transfer, sublease, sublicense, sublicense, grant a sublicense, license, license, distribute or use the Software to any user outside the permitted scope of this Agreement; (b) copy, distribute, distribute, manufacture, adapt, create derivative works, translate, adapt, transfer, otherwise modify the Software. The End User is not permitted to circumvent any technological measures that control access to the Software.
3.3 Access to the system. End User’s access to the Software requires End User Credentials. Konnektable will assign the initial End User Credentials to internal users and/or administrators upon registration and full payment of the License Fees due under the terms of this Agreement. Unauthorized access to the Software is a violation of this Agreement and is a violation of law. End User assumes all responsibility for maintaining the secrecy of End User’s Credentials. End User further assumes all responsibility for any use of the End User Credentials, and End User will notify Konnektable immediately upon becoming aware of any misuse or breach of security of the End User Credentials, including any use of the Software not authorized by this Agreement.
3.4 Ownership of Modifications. Any separate intellectual property rights or other intellectual property rights of any nature whatsoever that are created at any time as a result of any modification or alteration of the Software or data input to the Software created by or for End User shall belong exclusively to Konnektable, and End User assigns all right, title and interest, including, but not limited to, the copyright in the modifications to the Software and related data to Konnektable.
3.5 Security Copies. End User may copy the executable code of the Software and the corresponding databases and files that operate with the executable code of the Software for preservation (archival) or backup purposes, provided that all such copies of the Software are subject to the provisions of this Agreement and further provided that each copy shall include in readable form any and all confidential, proprietary and intellectual property notices or notices contained in the original Software. Such backups, for the avoidance of doubt, are owned by Konnektable.
3.6 Suitability. (a) End User alone is responsible for determining which Software best suits its needs, for installing and operating the Software, and for the results expected from its operation. (b) It is recommended that End User obtain professional assistance from attorneys and accountants to evaluate the suitability of the Software for End User’s use.
3.7 Server Access. End User agrees to allow Konnektable access to servers running the Software, file databases and corresponding databases of other content and files running the executable code of the Software for purposes of supporting and administering the Software.
4. Proprietary Rights. This Agreement grants End User only a limited license. Konnektable retains all right, title and interest in and to the Software, and End User shall not take any action inconsistent with the foregoing proprietary rights. Under this Agreement, End User does not acquire any ownership rights in the Software. The End User acquires only the right to use the Software in accordance with the terms of this Agreement. End User acknowledges and agrees that the Software may contain code or require devices that detect or prevent unauthorized use of the Software.
5.1 License Fees. Prior to using the Software or any copy thereof, and at least 30 days prior to 12 months after the Effective Date during the term of this Agreement, End User shall pay Konnektable the License Fee set forth in Exhibit A.
5.2 Support Services Fees. The fees for the Support Services as set forth in the attached Exhibit A shall be due and payable by End User in accordance with the terms set forth in Exhibit A.
5.3 Taxes. All payments required by this Agreement are exclusive of taxes.
5.4 Payment Terms. The License Fee is due and payable upon delivery of the Software and prior to use, unless otherwise agreed. End User’s failure to pay when payment is due will constitute a material breach of this Agreement. All payments will be made in Euros. The End User shall pay Konnektable any legal costs that Konnektable may incur in the legal and out-of-court recovery of any overdue debt.
6. Support and Maintenance. Konnektable will provide support and maintenance services (“Support Services”) for the Software. If End User elects to obtain additional Support for the Software, End User agrees to purchase such Support from Konnektable or whomever End User designates. Konnektable will provide periodic updates to the Software at its sole discretion, at no cost to End User, which will be scheduled and communicated to End User.
7. Duration and Termination. This Agreement shall commence on the Effective Date and shall continue automatically renewable unless terminated at least 30 days prior to the expiration of 12 months from the Effective Date. This Agreement may be terminated by either party in the event that the other party materially breaches any term of this Agreement and the breaching party fails to cure such breach within fifteen (15) days of receipt of written notice of such breach by the party in breach. Upon termination of this Agreement for any reason, all rights, obligations and licenses of the parties hereunder shall cease, except for the following obligations: (a) End User’s liability for any charges, payments or expenses due to Konnektable incurred prior to the termination/expiration date that are immediately due and payable on or after the termination date if they relate to a date when the Agreement was in effect, (b) End User shall not retain any copies of the Software or any information provided under this Agreement, whether designated as proprietary or not, and any training materials provided by Konnektable, and shall certify in writing that any copies of the Software and referenced materials shall be returned to Konnektable. Upon the expiration/termination of this Agreement, End User will have no further right to use the Software and the license granted under this Agreement will terminate. Any remaining period of use shall be deemed forfeited and shall not give rise to any claim against Konnektable and may not be used in any way for the benefit of the End User. Further, termination of this Agreement does not entitle End User to a refund of any license fees paid, nor does it relieve End User of the obligation to pay any amounts owed to Konnektable, and there shall be no set-off in any way. The provisions of Articles 3.4, 4, 7, 8, 10, 11, 12 shall survive any termination or expiration of this Agreement.
7.1 Charges upon termination or expiration. Upon termination or expiration of this Agreement, Konnektable may, at no cost to End User: (i) immediately terminate all current use and refrain from further use of any End User Materials (including End User’s IP) in its possession or contained in the Software. (ii) purge the End User’s material from any and all computer systems, databases and files owned, managed or licensed by and on behalf of Konnektable; and (iii) deliver, in a mutually agreed upon format, using the best available security measures, all data and information obtained from the End User or any other authorized party, including, without limitation, any and all of the End User’s system content, including, without limitation, any and all of the End User’s computer systems, databases and files owned, managed or licensed by and on behalf of Konnektable.
8. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE IS NOT FREE FROM DEFECTS AND IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. Konnektable disclaims all warranties, whether express or implied, oral or written, with respect to the Software including, without limitation, all implied warranties of non-infringement, merchantability or fitness for any particular purpose and all warranties implied by any course of dealing or course of dealing. KONNEKTABLE MAKES NO WARRANTY AND MAKES NO REPRESENTATION AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE, AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE USE, OR THAT DATA STORED ON KONNEKTABLE’S SERVERS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE. KONNEKTABLE BEARS NO RESPONSIBILITY FOR THE USE OF THE SOFTWARE BY THE END-USER OR THIRD PARTIES TO WHOM ACCESS IS PROVIDED, FOR ANY VIOLATION OF THE END-USER’S POLICIES AND PROCEDURES AND/OR THE PERSONAL DATA LEGISLATION AND THE EU DIRECTIVE 2019/1937.
9. LIMITATION OF LIABILITY & INDEMNIFICATION.
9.1 Limitation of Liability. IN NO EVENT SHALL KONNEKTABLE BE LIABLE FOR ANY LOSS OF DATA, PROFITS OR USE (OR INABILITY/UNABILITY TO USE) OF THE SOFTWARE OR RESULTING FROM LOSS, UNAUTHORIZED ACCESS OR ALTERATION OF THE TRANSMISSION OF END USER OR DATA OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR PUNITIVE DAMAGES CAUSED IN ANY WAY AND REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO DAMAGES CAUSED AS A RESULT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE, REGARDLESS OF WHETHER OR NOT CONNECTABLE HAS BEEN ADVISED OF SUCH DAMAGES. IN NO EVENT SHALL CONNECTANGLE’S LIABILITY FOR SUCH DAMAGE EXCEED THE END USER’S ANNUAL FEE. THESE LIMITATIONS ARE SEPARATE AND INDEPENDENT OF ANY OTHER PROVISION OF THIS AGREEMENT AND SHALL APPLY REGARDLESS OF WHETHER ANY LEGAL OR OTHER REMEDY PROVIDED FOR IN THIS AGREEMENT HAS FAILED. Software error may cause significant loss of data. Konnektable is not responsible for any loss of data. It is the End User’s responsibility to have proper backup procedures in place to protect against significant data loss.
9.2 Konnektable Indemnification. End User will, at its request, defend, indemnify and hold Konnektable and its Affiliates and their respective directors, officers, members, managers, employees and agents harmless from and against all claims, liabilities, damages, costs, including attorneys’ fees, arising out of or in connection with or as a result of (a) the use or possession by the End User of the Software, (b) any advertising or other promotional activity in connection with any of the foregoing, in all cases, including any loss or damage to property and any injury or death. Konnkektable’s Affiliates and the directors, officers, members, employees and agents of Konnkektable and its affiliates shall be deemed to be express third party beneficiaries of this Article 9. For purposes of this Article 9, ” Affiliate” means any entity that controls, is controlled by or is under common control with Konnektable, and “control” means (a) an ownership interest, directly or indirectly, of more than fifty percent (50%) in such entity, or (b) the ability to direct the management or policies of such entity, whether through ownership, contract or otherwise.
9.3 Guarantee by Konnektable. Konnektable represents and warrants that it has all necessary authority as owner of the Software to enter into this Agreement and that it owns, or is alternatively authorized to use, the Software and has all necessary rights to license the Software to End User in accordance with the terms of the Agreement. Konnektable further represents and warrants to End User that the Software and its use in accordance with the documentation materials relating to the Software provided by Konnektable to End User does not infringe or in any way violate or constitute an unauthorized use or misuse of any patent, copyright, trademark, license or other proprietary or proprietary right of any third party.
9.4 Indemnification by Konnektable. Konnektable agrees to indemnify and hold End User and its respective directors, officers, members, directors, employees and agents harmless against all claims, liabilities, damages, costs, expenses, including attorneys’ fees, arising out of or related to or resulting from Konnektable’s breach of the provisions of clause 9.3.
10. Compliance with Laws. The End User shall comply with applicable domestic, European and international laws relating to the use and licensing of the Software, including, without limitation, obtaining any necessary consents and permissions, registering or filing any documents. The End User shall defend, indemnify and hold Konnektable harmless from and against any and all claims, charges, costs (including reasonable attorney’s fees) and liabilities of any kind arising from failure to comply with applicable laws or other obligations in connection with the use of the Software.
11.1 Confidential Information. Each party acknowledges that all data and information provided to it by the other party in connection with this Agreement, including as set forth in this Agreement, is confidential and/or proprietary. All Confidential Information received from either party will be used only for purposes documented and mutually agreed upon in this Agreement or expressly authorized by the providing party. Each Party will protect and preserve all Confidential Information from unauthorized access and disclosure to third parties (other than any agents, consultants, employees or representatives of such Party who agree to be bound by the confidentiality provisions of this Agreement) using the same degree of due diligence, but not less than a reasonable degree of care and diligence, as it uses to protect its own valuable and confidential information of a similar nature In the event that a party wishes to disclose the Confidential Information of the other party to any other person or entity, or otherwise copy or reproduce any such Confidential Information, such party shall first obtain the prior written approval of the other party, which it may or may not provide in its sole discretion. For purposes of this Agreement, Confidential Information shall not include data and/or information that: (i) is known by the other party at the time of disclosure, as evidenced by written records of such party. (ii) is publicly known and has become generally available without an unlawful act of such party; (iii) is obtained by such party by right from any third party without restriction and without breach of this Agreement or breach of any other agreement by such third party or its predecessors; or (iv) is disclosed by such party without restriction pursuant to judicial action or governmental regulations or other requirements; provided that such party has given prior notice to the party that The covenants under this Section 11.1 of this Agreement shall continue during the term of this Agreement and shall survive the termination of this Agreement for five (5) years. End User agrees to allow Konnektable access to End User’s computer systems to verify the appropriate protection of Konnektable’s trade secrets as set forth in clause 11.2 and the use of the Trade Secret ReportAll
11.2 Trade Secret. Konnektable considers the databases and Software files related to the operation of the Software, together with the training materials, documentation materials, release plans and feature plans to be Trade Secrets. Konnektable does not disclose any information to its competitors or potential competitors and expects End User not to disclose such material to a competitor of Konnektable or potential competitors. End User will not use this trade secret design, code or documentation obtained by accessing the Software to develop a competing software product or share it with competitors or potential competitors of Konnektable.
12. GENERAL PROVISIONS.
12.1 Waiver. The waiver by either party of a breach or default of any provision of this Agreement by the other party shall not be construed as a waiver of any breach of the same or any other term, nor a delay or failure by either party to exercise or exercise any right, power or privilege that it has or may have hereunder.
12.2 Governing Law. This Agreement shall be governed by and construed in accordance with Greek law. The courts of Athens shall have exclusive jurisdiction.
12.3 Overall Agreement. Amendment This Agreement, together with the Exhibit attached hereto and incorporated herein, constitutes the entire agreement between the parties relating to the subject matter hereof. No waiver, consent, modification or change in the terms of this Agreement shall be binding on either party unless in writing signed by both parties, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose. The End User’s purchase shall be effective only as its unconditional commitment to pay the price of this Software license and as its unconditional agreement with respect to the terms set forth herein.
12.4 Assignment/Assignment. This Agreement and the rights and obligations hereunder may not be assigned, transferred or delegated in whole or in part by End User.
12.5 Force Majeure. Except for payment obligations, neither party shall be liable for delays or non-performance of this Agreement arising from, but not limited to, acts of God, hostilities, pandemic, civil disobedience, civil disobedience, legislation, unavailability of materials, strike, fire, accident, or any other causes beyond such party’s reasonable control. Except for payment obligations, if performance by any party to this Agreement is delayed due to any of the foregoing causes, such delay shall not be deemed a breach of this Agreement and this Agreement shall remain in full force and effect. If it appears that performance by either party to this Agreement will be delayed by reason of any of the foregoing causes, such party shall promptly notify the other party in writing stating the cause of the delay and the expected duration thereof and shall use reasonable efforts to comply with its obligations hereunder as soon as practicable.
12.6 Separability. If for any reason a court of competent jurisdiction finds that any term or portion of this Agreement is not lawful, such term/portion shall be enforced to the maximum extent permissible and the remainder of this Agreement shall continue in full force and effect.
12.7 Advertising/Promotional Activities. End User hereby agrees to engage in any promotional action of ReportAll that it deems appropriate in accordance with its policies and customs, provided that it appears in each instance that ReportAll is the property of Konnektable. Konnektable may use the End User’s name, trademark, logo and any emblem and sample of Konnektable’s services in any of its promotional activities (including but not limited to advertising materials, Konnektable’s website, marketing, public announcements). The End User declares that he/she has been informed and unconditionally agrees to be contacted by Konnektable for promotional purposes and to the sending of relevant information material (including, but not limited to, newsletters, letters, marketing material).
Konnektable will work on behalf of the End User to implement the Software. The Software will assist the End User in managing reports/complaints as it offers:
1. Full anonymity
2. 1. Full privacy.
3. Customer service
4. Identity protection
6. Adaptation to the regulatory requirements of other countries (especially for multinational companies)
8. Complaint Management & Event Logging Mechanism
9. Statistical Analyses
10. Download Attachments
11. Continuous Communication Channel
12. Substantial compliance with personal data and whistleblowing legislation
13. Product fully customizable to the needs of each business/organization
14. Provision of training to end-user staff