Ajax Systems Software License Agreement

Effective Date: May 11, 2021

This license agreement (the “Agreement”) is a binding legal contract between Ajax Systems Distribution Limited Liability Company (TOV “AS Distribution”), a company incorporated in Ukraine with ID No.: 42600365 and with its registered address at 9 Stepan Bandera Avenue, Kyiv, Ukraine, 04073 (the “Ajax”, “Licensor” or “we”, as contextually appropriate) and a commercial user of the Ajax Systems Software Products (the “Software”), e.g., Ajax Pro Desktop (the “Licensee” or “you”, as contextually appropriate).

By executing any action outlined in section. 1.4 hereof, you represent and warrant that you have the legal capacity and authority to enter into a binding agreement to adhere to the terms of this Agreement, and that the Software will be used only in accordance with the terms hereof and with all applicable laws.

1. Introductory Terms
1.1. This Agreement covers the use of the commercial Software of Ajax only and does not apply to individuals who are end users of Ajax Products unless otherwise derives from the nature of the Software’s use or an end user desires to use the Software along with commercial partners of Ajax. In no event, this Agreement applies to use of:

  • Ajax Security System Application; and
  • any other Ajax software targeted to end users of Ajax Products.

 

1.2. The Agreement may be incorporated by reference into another document (application, agreement, etc.) and it constitutes an integral part thereof then. In case of any discrepancies between the wording of the Agreement and the relevant document, the Agreement shall prevail unless otherwise emphasized in the document. The Agreement and the pertinent document shall constitute the complete agreement between Ajax and you with respect to the subject matter hereto (thereto), supersede and replace any and all prior agreements, communications, and understandings, both written and oral, regarding such subject matter.

1.3. You shall read the Agreement before conducting any action specified in section 1.4 hereof. In case of disagreement with any of the terms hereof, you must not download, install or use the Software or perform any other actions listed below and cease use of the Software and any related materials/data.

1.4. Keeping with the Agreement is obligatory throughout the entire time of using the Software. You will be deemed to have agreed to the Agreement, as well as to have accepted it as binding on you, in the event of at least one of the following circumstances happens:

  • you have exercised (signed) any document referring to the Agreement;
  • you have downloaded or anyhow got the Software, its installation file or any component of the Software either online or offline;
  • you have installed, opened or anyhow used the Software by yourself or on behalf of any person or entity;
  • you have created an account in the Software (if appliable to the Software);
  • you contacted us regarding the Software through our website or through contacts posted on the website or through the Software.

 

1.5. We may solely and without your prior consent from time-to-time change, supplement or otherwise modify the Agreement (and any integral part hereto) and any functionality of the Software, so please periodically check this page and test the Software to make sure you agree with all changes. If you continue to use the Software or related materials after the changes, we will assume that you have accepted the changes and the Agreement, unless we are directly required to obtain your explicit consent to such changes under law applicable to Ajax.

1.6. Ajax may also solely set up additional/update fee for the use of the Software by 10 calendar days’ prior notification sent to you via email.

2. Grant of License
2.1. The Licensor owns all the proprietary rights to and in the Software. The Software includes all respective components of the Software for Windows OS, MacOS and any other relevant platforms, including, source and object code of the server side (back-end), client side (front-end) and other program parts of the Software, design, graphic elements, texts, sounds and other materials related to the maintenance of the Software, as well as the respective changes, updates, additions, upgrades etc.

2.2. In the event and for the period when Licensee properly exercises terms hereof, the Licensor grants to Licensee a non-exclusive, limited, worldwide and revocable license (permission) to use the Software to monitor security systems and administrate databases of security objects related to the Licensee (the “Purpose”) in the manner and on the terms outlined below.

2.3. Ajax is the sole distributor of the official Software installation file. The Licensee has no right to use installation files received from any third parties unless otherwise provided by the Licensor.

2.4. Considering the digital nature of the Software, the Licensor is entitled to amend or supplement the Software in any time, including, to issue updates the Software and carry out maintenance the Software’s service works by notifying the Licensee by publishing an announcement on the Licensor’s official website or via email.

2.5. No intellectual property rights in and to the Software are transferred to the ownership of (not alienated to) the Licensee under this Agreement or other documents.

2.6. There are no implied rights, conditions or provisions in this Agreement. It means that, including but not limited to, no rights expressly non-granted to the Licensee by the Licensor hereunder shall be deemed as granted in any way by this Agreement, as well as no provision directly non-outlined hereby shall be perceived as provided by the Agreement.

2.7. The Licensee hereby grants the Licensor a right to use a brand data and logo of the Licensee as the Licensor’s partner by publishing it on the Licensor’s official website and any marketing and advertising materials.

2.8. Since the Licensor’s reputation is of the highest order, the Licensee shall not take any action that adversely affects the Licensor’s or any of its parents, affiliated and subsidiary companies and their respective image, brand, reputation, products and services, or casts any of the foregoing in a negative or disparaging light whether within or outside the Agreement without any time limitations.

2.9. Should the Licensee breach or avoid the fulfilment of any terms under the Agreement, the Licensor is entitled to strike off or revoke the license immediately.

3. Scope of License
3.1. The Licensee shall have the right to use the Software with the Purpose as follows:

  • get the Software installation file from the Licensor and install the Software to the devices;
  • access to and use the functionality of the Software by means and in the manner, provided by the Licensor, in accordance with the Licensor’s instructions and the Software’s operating manual;
  • create and use the Software account (the “Account”) if appliable to the Software;
  • grant to the Licensee’s employees an access to the subaccounts of the Account;
  • add and manage new objects (hubs) to the Account if appliable to the Software.

 

3.2. If appliable to the Software, the Account is the Licensee’s virtual space within the Software; the Licensee may access the account only when the Licensee successfully passes the verification procedure. The following rules shall apply:

  • the Licensee shall provide only reliable and accurate data and shall not use third person’s data without the permission of such a person when being verifying, creating the Account or using the Software;
  • the Licensee shall keep up-to-date any data provided by the Licensee throughout all the Agreement term;
  • in case of change of the Licensee’s data provided with the Licensor, the Licensee shall notify the Licensor and send amended data and copy of documents not later than within 3 business days following the date of change;
  • the Licensee is solely responsible for the security of the account credentials, its storage and keeping it inaccessible to third parties. The Licensor does not bear any liability for the use of those access details by any third parties;
  • all actions taken via the Licensee’s account shall be considered as performed by the Licensee;
  • the Account may include the Licensee’s employee subaccounts with various levels of access to the Software. Any actions taken by the Licensee’s employee in the Software or commands forwarded to Ajax are perceived as taken/forwarded by the Licensee and have legal implications for the Licensee.

 

3.3. The Licensee shall not:

  • grant sub-licenses, transfer or dispose rights received hereunder to third parties without the prior written consent of the Licensor;
  • register any rights to or in the Software or any its components, as well as other software that is identical or similar to the Software in the Licensee’s name or in the name of any third party or assist/solicit in such activity;
  • use the Software within a sharing arrangement or in any other unauthorized way;
  • amend the Software, employ Software in any way as a human-readable or machine-readable source code, extract program (object) code from the Software;
  • disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any of such thing;
  • decompose the Software or extract any elements/objects from the Software;
  • copy the Software or any part or component of the Software;
  • use mechanisms or any other software or scripts that directly or indirectly interact with the Software and which the Licensee has no access to under the Agreement;
  • interfere with the electronic integrity of the Software, attempt in any way to overcome the protection of the Software or distribute malicious software that could harm Licensor, the Software or other licensee/Ajax’s clients or partners;
  • disclose any information placed within the Software, including, but not limited to, any information created as a result of the Licensee’s use of the Software; and
  • use the Software in any other way falling outside section 3.1 hereof.

 

3.4. In order to avoid any doubt, you may not assign or transfer the license or any of your rights or obligations hereunder without the prior written consent of the Licensor.

4. Warranties, Disclaimers and Limitations
4.1. The Software is being distributed on an “as is” and “as available” basis. It means that the Licensor does not guarantee that the Software will be timely, error-free and regularly provided. The Licensor does not guarantee as available that the Software will work properly on all devices and under all special conditions. The Licensor does not guarantee any specific results in the use of the Software.

4.2. To the extent permitted by law, in no case we and any other our related persons (employees, contractors, shareholders, agents, representatives, partners, any other representatives and legal advisers) are not responsible for any inaccuracies or omissions in informational materials and any special, indirect or consequential loss or damage; loss of profits, sales, business or revenue; business interruption; loss of anticipated savings; loss or corruption of data or information; or loss of business opportunity, goodwill or reputation caused by or in any way related to the use or inability to use the Software or the related materials, any harm, damage, demands, and other actions that may occur at any stage of using the Software.

4.3. The Licensee will use the Software at its own risk. The Licensee shall be solely responsible for any loss or damage caused to the Licensee or any third parties arising out of the use of the Software by the Licensee.

4.4. To the fullest extent permissible at law, our maximum aggregate liability under or in connection with this Agreement whether in contract, tort (including negligence) or otherwise shall be limited to 1000 USD.

5. Confidentiality
5.1. Each Party acknowledges that all Confidential Information received from the other Party under or in connection with this Agreement shall be used exclusively for the fulfillment of its responsibilities under this Agreement. Each Party shall keep such information secret. In addition, this Party is not entitled to disclose it to any third party without the prior written consent of the other Party.

5.2. The “Confidential Information” means information and documentation transferred by one Party to the other Party in any form, belonging to the Parties, and which is used by the Parties or acquired by the Parties during the performance of their obligations under this Agreement.

5.3. In addition, the Confidential Information may include, but is not limited to, ideas, concepts, business plans, inventions, discoveries, formulas, production processes, design solutions, specifications, prototypes, models, improvements, applications, technical, technological data, names, regardless of whether they are somehow patented, registered or otherwise publicly protected.

5.4. Each Party undertakes not to disclose any of the Confidential Information received from the other Party during the term of this Agreement and three (3) years after its termination.

6. Term and Termination. Applicable Law and Dispute Resolution
6.1. The Agreement shall become effective on the Effective Date and remain effective up to termination by a Party, but, by any means, until the complete fulfillment of all the obligations of the Parties.

6.2. Besides general reasons for termination enshrined by applicable law, the Agreement may be terminated in the following cases:

  • for any reason by the Licensee by 10 days’ prior written notice to the Licensor;
  • by the Licensor’s immediate notification in the event of the Licensee’s breach of any provision hereunder;
  • by the Licensor’s in the event the Licensee does not accept the amended provisions hereof/fees as the sections 1.5 and 1.6 hereof set out; thus, the Agreement shall be deemed terminated at the date when the amendments to be gone into effect.

 

6.3. Article 5 hereof is severable and shall survive the expiry, termination or invalidity of the Agreement.

6.4. The laws of England and Wales shall exclusively govern all matters with respect to the Agreement.

6.5. The Parties will seek to resolve by negotiations any disputes which may arise in connection with this Agreement, including any questions regarding its implementation, execution, validity or termination.

6.6. If the Parties have not resolved the dispute, any Party may give written notice to the others detailing the specific areas of the dispute, which will require the parties hereto to enter into formal binding arbitration to finally resolve the dispute:

  • any dispute, controversy or claim arising out of or relating to Agreement, including the conclusion, interpretation, execution, breach, termination or invalidity thereof, shall be settled by the International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry in accordance with its Rules;
  • the number of arbitrators shall be one (1);
  • the place (seat) of arbitration shall be Kyiv;
  • the language to be used in the arbitral proceedings shall be English;
  • the Parties shall not disclose: the existence, content, or status of the arbitration proceedings; any document exchanged, produced or created by the parties in connection with the arbitration proceedings; any testimony offered by the parties in connection with the arbitration proceedings; or, the award or other determination of the arbitrators.

 

7. Miscellaneous
7.1. The invalidity or unenforceability of any particular provision of the Agreement does not affect the other provisions of the Agreement, and those will be construed in all respects as if such invalid or unenforceable provision had been omitted. Execution of this Agreement demonstrates the Parties’ full understanding of its subject and terms.

7.2. Nothing in the Agreement is intended to establish any form of partnership, recruitment, or joint venture between you and us. You and we are not agents, neither you nor we can enter into contracts or any other documents/transactions on behalf of each other or as representatives of each other.

7.3. Whether you have any questions, please reach us out at [email protected].

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