These Terms of Service apply to any purchases made from DooxSwitch, be it for the DooxSwitch software itself, or any of the associated services. DooxSwitch Limited reserves the right to amend or update the terms & conditions at any time, with or without notice.
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The DooxSwitch Software is supplied by DooxSwitch Limited, and is licensed, not sold, under the terms of the EULA. DooxSwitch Limited reserves all rights not expressly granted to you and DooxSwitch Limited retains the ownership of the Software.
License holders are not permitted to “borrow”, “lend” or “sell” licenses to any third parties except in the case of Owned License Transfers as detailed later on in the agreement. Any licenses found to be being used in this way will be revoked without recourse.
DooxSwitch Limited reserve the right to refuse service at their discretion.
The EULA Agreement is included in the DooxSwitch download package. By installing, copying, or otherwise using DooxSwitch, you agree to be bound by the terms of the EULA.
This End User License Agreement (the”Agreement”) is a legal agreement by and between Galevi s.r.o. (hereinafter “DooxSwitch”) and individual or legal entity or association intending to use the Product (hereinafter “Licensee”) jointly with DooxSwitch referred to as the “Parties” and each, a “Party”).
WHEREAS, DooxSwitch is engaged, inter alia, in the design, development, licensing, and distribution of certain innovative Products as defined herein is willing to enter into the End User License Agreement with Licensee with the terms and conditions set forth herein;
WHEREAS, Licensee wishes to license the Product from DooxSwitch under the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual agreements hereinafter contained, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending legally to be bound hereby, agree as follows:
1.1. License. DooxSwitch hereby grants to Licensee a perpetual, non-exclusive, limited license to use the Product, i.e. DooxSwitch , as set forth in this Agreement and agreed by the Parties (the “ Product ”).
1.2. Restrictions. Licensee shall not modify, copy, duplicate, reproduce, license or sub-license the Product or transfer or convey the Product or any right in the Product to anyone else without the prior written consent of DooxSwitch.
1.3. Third Party Software. The Product may contain or be accompanied by Third Party Software that requires notices and/or additional terms and conditions. Such required Third Party Software notices and/or additional terms and conditions may be requested from DooxSwitch and are made a part of and incorporated by reference into the EULA. By accepting the EULA, Licensee is also accepting the additional terms and conditions, if any, set forth therein.
2.1. Number of Installations. The license is limited to single permanent approved instance of the Product. If any additional installations are required for replication of data, realtime backup purposes or any other internal needs, additional Redundancy License should be purchased.
2.2. No Right to Transfer. Licensee may not rent, lease, lend, or in any way distribute or transfer any rights in this EULA or the Product to third parties without DooxSwitch’s written approval and subject to written agreement by the recipient of the terms of this EULA.
2.3. No Unlawful Use or Objectionable Content. Licensee shall not use the Product in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Product and its components or infringes on the rights of another party. Licensee shall not modify, adapt or hack the Product, or otherwise attempt to gain unauthorized access to the Product or its related systems or networks. Licensee undertakes not to promote any material that is unlawful, threatening, abusive, malicious, defamatory, false, materially inaccurate, or otherwise objectionable. Licensee will not reproduce, publish, or distribute content in connection with the Product that infringes any third party’s trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary right. DooxSwitch offers no assurance that Licensee’s use of the Product under the terms of the EULA will not violate any law or regulation applicable to Licensee.
2.4. Responsibility for Use. Licensee must only install the Product and make the Product available for use on systems owned, leased or controlled by Licensee in such a way that Licensee can guarantee compliance with the terms of the EULA. Licensee assumes all responsibility for any and all use of the Product including, but not limited, to content that is created, uploaded to, downloaded from, transmitted and edited using the Product.
2.5. Attribution. With respect to any use of the Product, Licensee shall keep the attribution and hyperlink to DooxSwitch and its website intact unless a license (at a cost) is obtained from DooxSwitch not to do so.
2.6. Product Backup. Licensee may make one copy of the Product for backup and archival purposes provided that the original and the copy are kept in Licensee’s possession and that Licensee’s installation and use of the Product does not exceed that allowed in the EULA. No other copies may be made. Each copy must reproduce all copyright and other proprietary rights notices on or in the Product.
2.7. Data Backups. Licensee assumes all responsibility for all of Licensee’s Data and any backups thereof.
2.8. Handling Product. Licensee shall not (a) reverse engineer, decompile, disassemble, or decrypt any portion of compiled and/or source code, in whole or in part, or otherwise attempt to discover the source code to the software used in the Product, (b) use any Third Party Product independently of the Product, (c) copy, modify, or combine any part of the software included in the Product for use in software or applications outside of the Product or (d) make any attempt to circumvent parts of the Product designed to enforce the volume limitations for which Licensee have paid. Licensee obtains no rights to the Product except for the limited rights to use the Product expressly granted by the EULA.
3.1. Warranty Period. For a period of 6 months following delivery of the Product to Licensee (the “Warranty Period”) DooxSwitch warrants that the Product shall perform in all material respects according to DooxSwitch’s specifications concerning the Product when used with the appropriate computer equipment. Licensee’s sole remedy shall be that DooxSwitch shall correct the Product so that it operates according to the warranty. This warranty shall not apply to the Product if modified by anyone or if used improperly or on an operating environment not approved by DooxSwitch. Effectively, the Warranty Period is the period of free bug-fixing support that is included into Product’s Lifetime License regardless of other purchased Support Services.
3.2. Optional Support. After expiration of the Warranty Period Licensee may continue to receive paid maintenance support for successive twelve or six month periods. The charge for such optional maintenance support shall be DooxSwitch’s regular list price for maintenance and support for the Product. Licensee shall notify DooxSwitch in writing if it desires to receive optional maintenance. DooxSwitch may elect to discontinue maintenance at any time upon notice to Licensee and refund of any then unearned maintenance fees.
3.3. Support Terms. Terms for Optional Support are regulated by separate Support Service Level Agreement and are out of scope for this document.
4.1. Disclaimer of Warranties. No Warranties. LICENSEE ACCEPT THE PRODUCT AND SOFTWARE PRODUCT LICENSE “AS IS” AND DooxSwitch (AND ITS THIRD PARTY SUPPLIERS AND LICENSORS) MAKE NO WARRANTY AS TO ITS USE, PERFORMANCE OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DooxSwitch (AND ITS THIRD PARTY SUPPLIERS AND LICENSORS) DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE PRODUCT REMAINS WITH LICENSEE. DooxSwitch MAKES NO WARRANTY THAT (i) THE PRODUCT WILL MEET LICENSEE’S REQUIREMENTS, (ii) THE PRODUCT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCT WILL BE ACCURATE OR RELIABLE, AND (iv) ANY ERRORS IN THE PRODUCT WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY LICENSEE FROM DooxSwitch OR THROUGH OR FROM THE PRODUCT SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
4.2. Carrier Lines. LICENSEE ACKNOWLEDGE THAT ACCESS TO THE PRODUCT WILL BE PROVIDED OVER VARIOUS FACILITIES AND COMMUNICATIONS LINES AND INFORMATION WILL BE TRANSMITTED OVER LOCAL EXCHANGE AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS, SWITCHES AND OTHER DEVICES (COLLECTIVELY, “CARRIER LINES”) OWNED, MAINTAINED, AND SERVICED BY THIRD-PARTY CARRIERS, UTILITIES, INTERNET SERVICE PROVIDERS, ALL OF WHICH ARE BEYOND DooxSwitch’S CONTROL. DooxSwitch ASSUMES NO LIABILITY FOR OR RELATING TO THE INTEGRITY, PRIVACY, SECURITY, CONFIDENTIALITY OR USE OF ANY INFORMATION WHILE IT IS TRANSMITTED ON THE CARRIER LINES, OR ANY DELAY, FAILURE, INTERRUPTION, INTERCEPTION, LOSS, TRANSMISSION OR CORRUPTION OF ANY DATA OR OTHER INFORMATION ATTRIBUTABLE TO TRANSMISSION ON THE CARRIER LINES. USE OF THE CARRIER LINES IS SOLELY AT LICENSEE’S RISK AND IS SUBJECT TO ALL APPLICABLE LOCAL, STATE, NATIONAL, AND INTERNATIONAL LAWS.
4.3. Unauthorized Access; Lost or Corrupt Data. DooxSwitch IS NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO ANY DATA, FACILITIES OR EQUIPMENT BY ANYONE USING THE PRODUCT OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, CORRUPTION, LOSS OR DESTRUCTION OF ANY DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION THROUGH THE PRODUCT, WHETHER BY ACCIDENT, FRAUDULENT MEANS OR DEVICES OR ANY OTHER MEANS. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING THE ACCURACY OF ALL OUTPUT AND REPORTS. YOU HEREBY WAIVE ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT DATA FILES RESULTING FROM PROGRAMMING ERROR, OPERATOR ERROR, EQUIPMENT OR SOFTWARE MALFUNCTION, SECURITY VIOLATIONS, OR THE USE OF THIRD-PARTY SOFTWARE. DooxSwitch IS NOT RESPONSIBLE FOR THE CONTENT OF ANY INFORMATION TRANSMITTED OR RECEIVED THROUGH DooxSwitch’S PROVISION OF THE PRODUCT. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCT IS DONE AT LICENSEE’S OWN DISCRETION AND RISK AND THAT LICENSEE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO LICENSEE’S COMPUTER SERVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
4.4. Limitation of Liability. THIS LIMITATION OF LIABILITY IS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL DooxSwitch BE LIABLE FOR ANY COSTS OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THIS EULA OR THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF DooxSwitch HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, DooxSwitch’S (AND ITS THIRD PARTY SUPPLIERS’ AND LICENSORS’) ENTIRE LIABILITY ARISING OUT OF THIS EULA SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE SOFTWARE PRODUCT OR U.S. $3000.00; PROVIDED, HOWEVER, THAT IF LICENSEE HAVE ENTERED INTO A DooxSwitch SUPPORT SERVICES AGREEMENT, DooxSwitch’S ENTIRE LIABILITY REGARDING SUPPORT SERVICES SHALL BE GOVERNED BY THE TERMS OF THAT AGREEMENT.
4.5. Indemnification. Licensee agree to indemnify, defend and hold harmless DooxSwitch and other users of DooxSwitch services, DooxSwitch’s and their affiliates’ officers, directors and agents from and against any claim, cost or liability, including reasonable attorneys’ fees arising out of or relating to: (a) Licensee’s use of the Product; (b) any content Licensee create, transmit, or display while using the Product; (c) any breach by Licensee of any representations, warranties, or agreements contained in the EULA; (d) any unlicensed use of the Products; and (e) Licensee’s negligent or willful misconduct.
4.6. Notification of Claim. In no event will a claim be brought by Licensee unless the Licensee has notified DooxSwitch of the claim within one year of it arising.
4.7. Breach of Agreement. In case of breach of any clause of the EULA by the Licensee it shall compensate to DooxSwitch all direct and indirect losses and pay the fine in the amount of USD 200,000.00.
5.1. Use of Names and Trademarks. While Licensee remains licensed to use the Product, Licensee may use DooxSwitch’s name or logos in order to identify Licensee as a customer. Licensee shall not otherwise use DooxSwitch’s name or trademarks unless a written permission is obtained from DooxSwitch or otherwise set out in the EULA.
5.2. Disrepute. Licensee shall not commit any act where the result of which is the likely disrepute or harming of interests of DooxSwitch’s name or the name of its third party vendors, whether through explicit act or omission.
5.3. Promotional Materials and Publicity. Licensee authorizes DooxSwitch to use Licensee’s name and trademarks in DooxSwitch’s promotional materials and for publicity purposes. Licensee can opt-out at any time by writing to: [email protected]
6.1. Access to and Disclosure of Licensee’s Data. Licensee grant DooxSwitch the right to access any or all of Licensee’s accounts in order to (a) respond to Licensee’s requests for technical support and (b) collect anonymized usage data. DooxSwitch shall maintain reasonable administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Licensee’s data. DooxSwitch will not disclose Licensee’s data to a third party unless compelled by law or court order or if Licensee consent in writing to the disclosure.
6.2. Anonymized Usage Data. In consideration of DooxSwitch’s provision of a license to access and use the Product, Licensee hereby transfers and assigns to DooxSwitch all rights, title, and interest in and to all anonymized usage data that DooxSwitch makes from Licensee’s data pursuant to Section 6.1. Licensee agrees that DooxSwitch may use, disclose, market, license and sell such anonymized usage data for any purpose without restriction and that Licensee have no interest in such information or in the proceeds of any sale, license or other commercialization thereof.
7.1. Payment of Fees. In consideration for the grant of the license and the use of the Product Licensee agrees to pay DooxSwitch the sum of the license fee as defined by the respective invoices. Payment of the license fee shall be made before delivery of the Product. Payment of any other amount owed by Licensee to DooxSwitch pursuant to this Agreement shall be paid within ten (10) days following invoice from DooxSwitch.
7.2. Upgrading, Downgrading or Switching Solution. The amount Licensee pays for the Product is dependent on the type of License selected. If Licensee elects to switch to a License which costs more, DooxSwitch will invoice Licensee for the marginally increased amount owed. If Licensee switches to a License which costs less, DooxSwitch will not be required to refund any prepaid amount. Because the price of the Support Package is a function of the cost of the License, Licensee will also be required to pay any difference in the price of the Support Package. To change License, Licensee must, at DooxSwitch’s sole discretion, enter into a new license agreement for the Product on the then-current terms.
7.3. Bank commissions. All bank commissions shall be paid by Licensee.
7.4. Price Changes. DooxSwitch reserves the right to change prices at any time.
7.4. Refunds. DooxSwitch has no obligation to issue refunds. After the payment for the License has been cleared, Licensee receives unique license number. Once this information is sent no refunds will be given. Any refunds will be made entirely at DooxSwitch’s discretion.
8.1. Termination. This EULA is effective until terminated. This EULA and license and other rights under this EULA will terminate automatically without notice from DooxSwitch if Licensee fails to comply with any term(s) of this EULA.
8.2. No Refund. DooxSwitch will not refund any amounts to Licensee if this EULA and rights to use the Product are terminated due to Licensee’s failure to comply with any term(s) of this EULA.
8.3. Effect of Termination. Upon the termination of this EULA, Licensee must cease all use of the Product and destroy all copies, full or partial, of the Product.
8.4. Recovery of fees and costs. Should Licensee continue to use the Product after termination of this EULA, Licensee will be liable to pay all costs, including reasonable attorneys fees, of DooxSwitch to enforce this EULA, as well as any damages suffered by DooxSwitch.
9.1. Headings. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.
9.2. Enforcement. The failure of DooxSwitch to exercise or enforce any right or provision of the EULA shall not be a waiver of that right. No provision in the EULA shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to or waiver of a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of or excuse for any other different or subsequent breach.
9.3. Choice of Law. This Agreement shall be governed and construed in accordance with English law. All disputes arising out of or in connection with this Agreement shall be resolved by negotiations between the Parties. Unless the Parties settle the dispute amicably within 1 (one) month from the moment when the relevant dispute arises, the dispute shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules. The appointing authority for the organization of arbitration shall be the International Commercial Arbitration Court (ICAC) at the International Committee for Property Protection (ICPP). The number of arbitrators shall be one or three. The place of arbitration shall be Larnaca, Cyprus. The language to be used in the arbitral proceedings shall be English.
9.4. Severability. Any provision of the EULA that shall prove to be invalid, void or illegal shall in no way affect, impair, or invalidate any other provision of the EULA and such other provisions shall remain in full force and effect.
9.5. Notices. Licensee agree that DooxSwitch may provide Licensee with notices including, without limitation, those regarding changes to the EULA, by e-mail, regular mail or messages or postings through the Product.
9.6. Complete Understanding. The EULA constitutes the entire agreement between Licensee and DooxSwitch and governs Licensee’s use of the Product superseding any prior agreements between Licensee and DooxSwitch for the use of the Product. Licensee also may be subject to additional terms and conditions that may apply when Licensee use or purchase certain other DooxSwitch services, affiliate services, third-party content, or third-party software.
9.7. No Third-Party Beneficiaries. Nothing expressed or implied in the EULA is intended to confer, nor shall confer upon any person or entity other than the Parties and their respective successors or assigns any rights, remedies, obligations or liabilities whatsoever.