Circularo End User Licence Agreement

BY REGISTRATION FOR SOLUTION, BY ELECTRONIC STATEMENT OF CONSENT WITH THIS AGREEMENT, BY INSTALLATION OR BY USE OF THE SOLUTION YOU ACCEPT ALL CONDITIONS AND COVENANTS HEREUNDER IN YOUR NAME AND IN THE NAME OF ALL LEGAL ENTITIES OR NATURAL PERSONS YOU REPRESENT, OR FOR THE NEED OF WHOM YOU ACQUIRE THE SOLUTION.

IF YOU DISAGREE WITH THE CONDITIONS AND COVENANTS HEREUNDER, PLEASE DISCONTINUE THE REGISTRATION OR INSTALLATION PROCESS, DO NOT USE THE SOLUTION AND DELETE IT OR DESTROY ALL COPIES OF THE SOLUTION YOU OWN OR CONTROL.

THIS IS NOT A PURCHASE CONTRACT BUT AN AGREEMENT FOR END USER’S RIGHTS.

1. Introductory Provisions

1.1 The conditions of this End User Licence Agreement for the solution (hereinafter the “Agreement”) entered into between Circularo Europe s.r.o., Identification No.: 068 64 988, with its registered office at Na Folimance 2155/15, Vinohrady, 120 00 Prague 2, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File 290373 (hereinafter “Circularo” or the “Provider”) and you, a natural person or legal entity (hereinafter “you” or end user as defined below) entitle you to use the solution defined in Part I (d) hereof. The solution may be used via a web interface, downloaded from the internet, downloaded from the Provider’s servers or acquired from other sources under the conditions and covenants specified below.

1.2 This is not a purchase contract but an agreement for end user rights. The Provider remains the owner of the solution, both the copy of the solution and the physical medium on which the solution is delivered in a commercial package, as well as of all copies of the solution to which the end user has rights under this Agreement.

1.3 Upon registration of the solution, by electronic statement of consent with this agreement, by installation or use of the solution you accept all conditions and covenants hereunder in your name and in the name of all legal entities or natural persons you represent, or for the need of whom you acquire the solution. In the case that you are not authorised to enter into this Agreement on behalf of any of the aforementioned persons, you are bound by this Agreement and you are responsible to full extent for compliance with this Agreement by any such person.

1.4 This Agreement regulates your use of a certain software or services of the Provider, including their update (hereinafter individually as the “solution”), in connection with which you accept this Agreement; and the related documentation. In this Agreement, “documentation” means any user manuals and instructions provided for the solution, and the “applicable conditions” mean in general the licence version and the subscription period along with other transaction conditions and documents, which you accepted in acquiring the solution, and other conditions and restrictions described in the General Terms of Use and Additional Terms of Use for certain specific solutions and in the documentation.

1.5 This Agreement supersedes all other covenants previously concluded for prior versions of the solution.

1.6 Considering the fact that the Provider concludes this Agreement with a large number of end users, the Provider reserves the right to modify this Agreement unilaterally by sending a notice of such change to all end users in accordance with Part XI (a) of this Agreement. The Provider may require you to accept the revised version of the Agreement before accepting previously purchased or subscribed solutions. If you refuse accepting the modified Agreement, the Provider may disallow further use of the solution in question. In such case, you can get the proportion of the subscription price you have paid for the remaining or unused part of the subscription period refunded.

2. Licence and Permitted Use of the Solution

2.1 Licence The Provider grants you a non-exclusive licence to use the solution and documentation for the agreed period as specified in the applicable conditions including all extensions or renewals of the agreed period (“subscription period”) on the precondition that you agree with the conditions and covenants hereunder.

2.2 Registration and use By registering for the solution or its installation, you obtain a non-exclusive and non-transferable, time-limited right to use the solution via the Provider’s web interface, or through a sub-application offered by the Provider for the purpose of additional services for the primary solution.

2.3 Restriction of use The right to use the solution does not depend on the number of devices but is limited by the number of end users, the available functionality, and is possibly limited by the specific capacity for use, e.g., by the maximum volume of data or the number of documents processed over a certain period of time, etc., one “end user” means a user (natural person of legal entity), who is registered and has their unique access data assigned for the solution – a specific e-mail address and password.

2.4 Solution versions The Provider offers solutions in various versions. The individual solution versions differ in price, the number of end users, available capacity of the archived data volume or the number of the processed documents and other functions, with the specific features of each solution and their versions being governed by the additional terms for the specific solution. The Provider reserves the right to change the conditions and specifications of the individual solution versions in accordance with Part I (f) of this Agreement.

2.5 Licence term Your right to use the software is time-limited, for the period of the subscription. The subscription period depends on the solution version in use. The subscription is automatically renewed until you decide to terminate the subscription and use of the solution, or when this Agreement is terminated for any other reason according to Part VII hereof.

2.6 NFR or TRIAL software Solution referred to as “Not-for-resale” (NFR) or TRIAL (e.g., SignSmart Trial Version) cannot be transferred for a consideration or be used for another purpose than for demonstration, testing its features or trial.

2.7 Permanent licence In certain cases, in accordance with the applicable terms, the Provider grants a non-exclusive licence to use the solution and the documentation for an unlimited period (“permanent licence”). Where this Agreement refers to a subscription period or a time limit, it is understood that this means “without any time limit” for the permanent licence, and it shall apply that the provisions governing the subscription or subscription period shall be applied to the extent corresponding to the permanent licence pursuant to the applicable conditions.

2.8 Resale licence The Provider offers the solution in several forms of the “resale licence” which, among other things, allows integrating the solution into another application or product, or using the solution to develop another application or product, or in the form of a white-label licence where the Provider allows re-branding the solution and redistributing it (“resale licence”). This Agreement does not apply to resale licences. The resale licences are separately governed by the specific contracts and contain a separate provision that excludes application of this Agreement.

3. Update

3.1 During the subscription period, the Provider may occasionally apply upgrades, updates or replacements of any solution (“updates”) without your specific permission or consent, and this possibility may cause a situation that you will not be able to use the respective solution or device (or some device functions) as a result of such update until the update is fully installed or activated. Each update will be considered as a part of solution for all purposes under this Agreement. Updates can either complement or remove certain functional elements and functions of the solution, or they can completely substitute the solution. The content, functional elements and functions of the solution updates are entirely at the Provider’s discretion. The updates do not apply to the permanent licence in accordance with applicable terms.

4. Ownership Rights; Intellectual Property Rights

4.1 The solution and the documentation are the intellectual property of the Provider and are protected by applicable copyright laws, international treaty provisions and other relevant laws of the Czech Republic and of the country where the solution is used. The structure, arrangement and computer code of the solution are considered as valuable business secrets and confidential information of the Provider. If you provide the Provider with any comments or suggestions regarding the solution, you grant the Provider the right and licence to retain these comments and suggestions and to use them for any purpose with your current or future products or services, without any further remuneration and without your approval of such retention of comments or suggestions or their use.

4.2 Unless otherwise stated in this Agreement, the possession and use of the solution does not give you any rights or claims to intellectual property rights to the solution or the documentation. The Provider reserves all rights to the solution and the documentation including all the related copyrights, patents, trade secret rights, trademarks and other intellectual property rights.

5. Restrictions

5.1 Restriction of use You must not copy or use the solution and the documentation other than as specified in Part II hereof. The end user is obliged to use the solution responsibly and in accordance with the legal rules.

5.2 Prohibited activities You must not perform the following activities or allow any third parties to perform them:

5.2.1 Use a combination of user name and password or other activation codes or access data provided by the Provider in relation to the solution (“access data”) in the manner allowing the solution use by other persons than the end users,

5.2.2 Disclose access data to other persons than the Provider and the designated representatives of the Provider,

5.2.3 Except for cases expressly permitted by law

5.2.3.1 Perform reverse engineering, transform the solution in the machine code or otherwise attempt to get the solution machine code to disassemble, decompile, translate, reconstruct, transform or extract the solution or any part of it (including all the related malware definitions and malware detection routines), or

5.2.3.2 Change, modify or otherwise alter the solution (including all default definitions and configurations),

5.2.4 Sell, sub-license, lease or rent, transfer, publish, share or distribute in any manner for a consideration or without any consideration the solution in any form to any third party,

5.2.5 Except as expressly permitted by this Agreement, the applicable terms or any other agreement between you and the Provider or another member of the Provider’s group, allow the use of the solution by a third party via the service centre, timesharing, subscribed service, application service providers or the like,

5.2.6 Use the solution to compile, offer or provide a product or service that represents a competitive solution,

5.2.7 Use or attempt to use the solution in a way that could interfere with, intervene in or prevent another end user from using the solution or to limit the user’s rights guaranteed by law and by this Agreement (such as stalking, intimidation or harassment of other end users, DOS or DDOS attacks, incitement to commit a crime or any harm to minors), engage in chain letters, unsolicited emails, pyramid schemes, phishing, spam or other unsolicited messages, or to place advertisements in the solution for any products or services without first getting the prior written consent of the Provider,

5.2.8 Try to get unauthorised access to any solution, software, services or networks connected to or cooperating with the solution or content embodied in the solution or provided through it by any means, such as hacking, spoofing and attempt to circumvent firewall gates or other protective elements and safety measures of any kind,

5.2.9 Test or measure the solution performance and disclose or publish the results of such testing or performance measurement without the Provider’s prior written approval,

5.2.10 Use the user content contrary to Part V (d) of the Agreement,

5.2.11 Overcome or circumvent the control mechanisms for use of the solution copies, attempt for such overcome or circumvention or allow such operations, or assist third parties in doing so.

5.3 Administrator Some solutions may grant you or any other user the administrative authorisation (hereinafter as the “administrator”) that may allow administrators, inter alia, to monitor other devices or the status of solutions in other devices and other user accounts, for example, including the subscription period status, the respective solution notices or updates, as well as an overview of the records processed and similar authorisations. You represent and guarantee that you will only use the administrator’s authorisation in relation to the devices and solutions you are duly authorised for, and for no other purpose. You further represent and guarantee to the Provider that if you make yourself or your end user the administrator, then you have all the necessary rights to install or use solutions on the devices on behalf of the owners and users of the administered devices or solutions, as well as their consent or other authorisation to access their user account.

5.4 User content Certain solutions may allow you to upload, publish, or share the content you have created or obtained from other sources (hereinafter the “user content”). In doing so, you retain all intellectual property rights that already belong to you under the applicable legal regulations concerning the user content that you publish or share using the solution, subject to the rights, licences, and other terms of this Agreement, including any underlying rights of others to user content you use or modify. You undertake that you will not, through the solution in any technically feasible manner, dispose of any user content that is unlawful, harmful, threatening, defamatory, slanderous, vulgar, rude, attacking the personal data protection of others, or is hateful, as well as you will not upload, transfer or make available any user content that includes any virus, malicious code, malicious software, or any components intended to damage or limit the functionality of the solution or device of the end user, any third party or the Provider. The Provider is not responsible for the user content to any extent.

6. Limited Guarantee; Refusal and Exclusion of Liability

6.1 You expressly agree and note that you will be provided the services based on this Agreement before expiration of the term for withdrawal from this Agreement, and therefore you do not have the right to withdraw in accordance with Section 1837 (a) of the Civil Code.

6.2 Document backup Since it is possible to store documents and other data through the solution, especially user content of the end user, we also recommend that you regularly backup all data at a different location. The Provider ensures security and backup of your data, but is not responsible for its loss or deletion, caused by any means. We may apply reasonable technical restrictions, such as limitation of file size, storage capacity, processing capacities, and other technical limitations. At the end of your licensing period, we will develop commercially reasonable efforts to enable your data to migrate from the solution. The migration must be completed within 30 days after the date of termination or expiration of your licence period. At the end of the 30-day migration period, we reserve the right to delete your data content from the solution.

6.3 Declaration of absence of guarantee The Provider declares and you, as the end user acknowledge, that the solution is provided “as is” without any express or implied guarantee of any kind and to the maximum extent permitted by the applicable laws, and the Provider or its licensors or the copyright holders do not provide any express or implied representations or guarantees, in particular no guarantees of merchantability or fitness for a particular purpose, or guarantees that the solution does not infringe any patents, copyrights, trademarks, or other rights of third parties. There is no guarantee on the side of the Provider or any other party that the functionality contained in the solution will meet your requirements or that the software operation will be uninterrupted and error-free. As the end user you assume full responsibility for and the risk of selecting solutions to achieve your intended results and for registration for the solution, its installation, use and results you achieve with the solution.

6.4 Trial version Notwithstanding any other provision of this Agreement, all solutions are provided free of charge (including a solution provided as a “free”, “trial” or “beta” solution, such as the SignSmart Trial Version), “as is”, “with all errors” and “as available”, without any guarantees and support or other Provider’s services.

6.5 Limitation of liability Neither the Provider nor any person controlling the Provider, controlled by the Provider or under the control along with the Provider by the same entity (collectively the “Provider’s group”), nor their agents, licensors, representatives, suppliers, distributors, resellers, mobile operators through whose network or systems any solution is provided, nor other business partners of any member of the Provider’s group (collectively, the “Provider’s partners”) to the maximum extent permitted by the applicable law, will not be liable to you or to any third parties for:

6.5.1 Any indirect, consequential, incidental, sanctional, special or exemplary damages or indemnification, irrespective of the cause or the concept of liability;

6.5.2 Damages resulting from the loss of business opportunities, profits or incomes, loss of privacy, impossibility to use any equipment or solutions (among others including the solution in question), unnecessary expenses, costs of substitution or replacement of goods, services or digital products, interruption of business, unauthorised disclosure or loss (including damage, degradation or unavailability) of data or information of any nature (regardless of whether any of the above losses, damage, costs or expenses represent direct or indirect losses or damage); or

6.5.3 Any other monetary or non-monetary loss or damage occurring in connection with this Agreement or any solution provided under this Agreement, even if the Provider, a member of the Provider’s group or the Provider’s partner has been advised of the possibility of such loss or damage. Without prejudice of any contradicting provisions of this Agreement, the Provider, any member of the Provider’s group or the Provider’s partner shall not be liable to you or any other third party for any loss or damage (direct or indirect) resulting from unauthorised access or any damage, degradation, unavailability, deletion, theft, destruction, alteration, disclosure or loss of data, information or content transmitted, received or stored through or in connection with the solution, regardless of the cause. To the maximum extent permitted by the applicable law, the total liability of the Provider, a member of the Provider’s group or the Provider’s partner to you or to any third party for any loss or damage arising from or relating to any solution, subscription or this Agreement shall under no circumstances exceed the higher of the following amounts: a) the amount of twenty US dollars (USD 20.00), or b) the amount you paid for 12 months immediately preceding the subscription period.

6.6 Nothing in this Agreement affects the rights of the party to which the law admits the rights and status of a consumer, if it conflicts with them.

7. Personal Data Protection; Personal Data Processing

7.1 The Provider processes certain information and data (which may include personal data) regarding: a) the end user of the solution or the device on which the solution is being used, b) the solution or device on which the solution is being used. It is described in the applicable Personal Data Protection Policy available here how the Provider collects, uses and otherwise processes this information and data, and at the same time other important information regarding your personal data processing is available there.

8. Termination

8.1 Licence termination The licence expires at the moment your subscription expires, especially if you have terminated the possibility of automatic subscription renewal. Failure to comply with any provision of this Agreement shall entitle the Provider to withdraw from the Agreement without prejudice to any claim or remedy available to the Provider in such a case. In the case of the licence termination, your access to the solution will be terminated, and you are required to immediately delete the solution, if you have it installed as an application, as well as all of its backup copies you have at your disposal or to return them back to the Provider or to the place where you obtained the solution.

8.2 Termination by the end user You may terminate your use of the solution at any time at the end of the subscription period by cancelling the automatic extension of the subscription. By cancelling your account, you are not relieved from the obligation to pay the remaining due fees.

8.3 Termination by the Provider By sending a notice, the Provider may at any time immediately terminate this Agreement in respect of any solution or all solutions, and refunding the proportional part of the subscription paid for the remaining or unused portion of the subscription period will be considered as full and exclusive liability of all members of the Provider’s group and all Provider’s partners and your sole remedy in connection with such termination. From the effective date of such termination, you will no longer be authorised to use any of the solutions and documentation concerned.

8.4 The provisions of this part are without prejudice to Part VI (b) in relation to the end user’s data migration.

9. Limited Rights of U.S. Government

9.1 All solutions represent commercial items respectively commercial software, so these solutions and the related documentation are provided for use by end users from the group of the US governmental institutions only to the extent of the rights that are granted in this Agreement to all other end users. By using these solutions and the related documentation, the US government agrees that the computer software and documentation for the computer software is commercial, and accepts the rights and restrictions set forth in this Agreement.

10. Governing Law; Extrajudicial Resolution of Disputes

10.1 This Agreement is governed by and shall be construed in accordance with the laws of the Czech Republic, with the exception of the conflict of laws provisions. The end user and the Provider have agreed that the conflict rules of the governing law and the UN Convention on Contracts for the International Sale of Goods shall not apply. You expressly agree that for any disputes or claims under this Agreement filed against the Provider, or disputes and claims relating to use of the solution, the Municipal Court in Prague will have the jurisdiction, and you expressly agree with the exercise of jurisdiction by the aforementioned court.

10.2 The authority for out-of-court dispute resolution is the Czech Trade Inspection Authority. More information about out-of-court settlement of consumer disputes is available here: https://www.coi.cz/informace-o-adr/

11. General

11.1 Notices The Provider may deliver you at any time a notice via e-mail, pop-up window, dialogue window or other means at any time. In some cases, however, it is possible that you will not receive the notice until you launch a specific solution. Any such notice will be deemed to have been delivered as of the date the Provider makes it available through the solution for the first time, regardless of when you actually receive the notice.

11.2 Questions concerning this Agreement If you have any questions concerning this Agreement, or if you are going to ask the Provider for any information, please write to Circularo Europe s.r.o., Na Folimance 2155/15, Vinohrady, 120 00 Prague 2, Czech Republic, e-mail: info@circularo.com.

11.3 Separate covenants If you have obtained two or more solutions, even within a single transaction, or you got subscription for any solution in multiple transactions, you may have accepted this End User Agreement multiple times. Although the accepted terms and covenants may be similar or identical, you have entered into a different and separate agreement with the Provider providing the respective solution whenever you approved the terms and covenants of this End User Agreement.

11.4 Entire Agreement This Agreement represents an entire agreement between you and the Provider concerning your use of the solution and documentation. This Agreement supersedes all prior or concurrent oral or written communications, proposals and declarations and guarantees concerning your installation or use of the solution or the documentation. Regardless of previous provisions, no provision of this Agreement may limit any rights provided to you by the applicable legal rules to protect consumers, and other applicable laws in your legal jurisdiction that cannot be contractually rejected. This Agreement, the applicable conditions and the documentation shall be considered to the maximum extent as consistent, however in the case of a conflict, their order of priority shall be as follows: a) additional conditions, b) this Agreement, c) General Terms of Use, d) documentation.

11.5 Interpretation Headings in this Agreement do not affect its interpretations. If a particular grammatical gender is used, the meaning applies to all grammatical genders. If a singular is used, the meaning also applies to plural and vice versa. If a word or expression is defined, other grammatical forms have the corresponding meaning. The word “including” shall be interpreted as if followed by the words, “but not limited to”. All references to your “use” of software, solution or update shall also apply to your installation of the software, solution or update (unless the context requires otherwise). This Agreement has been originally executed in English. Although the Provider may provide one or more translated versions of this Agreement to make understanding easier, the English version of the Agreement shall prevail in the event of a conflict or any unclear matters. In the case that any ambiguities or unclear intent or interpretation arise in the course of a lawsuit or in any other situation, the terms of this Agreement shall be interpreted as having been jointly executed by the parties, and no legal presumption or burden of proof will be established favouring or disfavouring any party due to the authorship of any the provisions of this Agreement.

11.6 Severability If any provision of this Agreement is found to be unlawful, void, ineffective, putative or unenforceable under the applicable legal regulations, it shall not be deemed as a part of this Agreement, and the remainder of this Agreement shall remain valid and enforceable to the maximum extent permitted by the applicable law.

11.7 Impossibility to perform The Provider is not responsible for any failure to perform or for a delayed performance caused wholly or partially by failure in providing the public services (including electric power supply), internet failures, telecommunication or IT service failures, telecommunication or IT equipment failures, strikes or other labour law disputes (including but not limited to a strike or other labour law dispute concerning members of the Provider’s group or the Provider’s partners), acts of war, acts of terrorism, “denial of service” attacks or other attacks on information technology or disruption thereof, affecting any member of the Provider’s group or any Provider's partner, as well as floods, sabotage, fire, other natural disasters or acts of God or any other cause that a member of the Provider’s Group or a Provider’s partner could not influence when exerting reasonable efforts.

11.8 Waiver If either party does not insist on compliance with all the terms, covenants and provisions of this Agreement, it shall not be considered as a waiver or giving up future compliance with this Agreement, and the terms, covenants and provisions of this Agreement shall remain valid and enforceable to full extent. Any waiver of any term of this Agreement by any party shall not be effective for any purpose unless it is executed in writing and signed by the party concerned. If either party forgives the other party violation of any provision of this Agreement, it shall not be construed as a permanent waiver of any rights resulting from the respective violation or as a waiver of rights from other violations of the same provision or other provisions of this Agreement.

11.9 Assignment You may not assign your rights or obligations under this Agreement without the prior written consent of the Provider. The Provider may at any time assign this Agreement at its own discretion based on your prior consent, which you grant to the Provider for any possible future instances of assignment of this Agreement or rights and obligations under this Agreement.

11.10 No authorised third parties No explicit or implied provision of this Agreement is intended to grant and will not result in granting any right, benefit or remedy of any nature, based on or due to this Agreement, to any person other than you, members of the Provider’s group and Provider’s partners. No one except you, the Provider and the members of the Provider’s group may bring an action in connection with this Agreement. The Provider will be entitled (but not obliged) to enforce all rights, remedies, limitation and exclusion of liability and circumstances excluding unlawfulness of any member of the Provider’s group or Provider’s partner arising from this Agreement, including all rights and remedies for any loss, damage or claims incurred to a member of the Provider’s group or a Provider’s partner: a) in connection with your failure to observe any of the terms of this Agreement, or b) for which you are liable to indemnify the Provider under this Agreement.

11.11 Internet connection The solution may require for its function an active and stable internet connection. Therefore it is your responsibility to ensure that you always have at your disposal an active and stable internet connection.

11.12 Product names The Provider may occasionally rename or change the name or logo used for the solution to the name or logo of another Provider’s group member or Provider’s partner. Such changes will not have affect your solution subscription, subscription period or this Agreement, and shall not give you the right to terminate the solution subscription, subscription period or this Agreement.