# End User License Agreement

This End User License Agreement constitutes a valid and binding agreement (“Agreement”) between you (“Licensee”) and DRNOYAN & NALYAN, LDA - NIF 510512054, EU VAT PT510512054, Rua das Portas de Santo Antão 89, 1150-266, Lisbon, Portugal (“Licensor”) for the use of digital product ("Software") provided to Licensee by Licensor. By installing the Software, Licensee agrees to be bound by the terms of this Agreement. Licensee hereby waives any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
1. LICENSE GRANTED: Licensor grants Licensee a non-exclusive, non-sub-licensable, world-wide, fully revocable, limited use license to install and use this Software solely and exclusively for Licensee. Licensee may only install a single instance of the Software on a single website server through a single installation for a single website domain. Licensee may make a single copy of the Software in machine-readable for backup purposes only. Licensor reserves any right not expressly granted to the Licensee. In return for this grant, Licensee agrees that Licensee is solely responsible for Licensee’s use of the Software, any breach of Licensee’s obligations under this Agreement, and for the consequences of any such breach. Licensee understands that all updates and upgrades to the Software are subject to this Agreement.
2. LIMITATIONS ON USE: Licensee, including any third party acting on Licensee’s behalf, is restricted from any actions not explicitly granted by this Agreement, including, but not limited to, the following actions:
A. Licensee shall not undertake, cause, permit or authorize the translation, reverse engineering, de-compiling, disassembling or hacking of the Software or any part of it.
B. Licensee shall only install the Software on a single website domain and on a single physical location unless otherwise licensed.
C. Licensee shall not sell, assign, rent, lease, distribute, sublicense, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Software or any part of it.
D. Licensee shall not attempt to create any competing product for the Software.
E. Licensee shall not use the Software to knowingly engage in activities that are illegal under any law or government regulations or that would otherwise knowingly defame, harm, or cause legal damage to Licensor or any third parties.
F. Licensee shall not use the Software in any manner that could damage, disable, overburden, or impair the Software (or servers or networks connected to the Software).
G. Licensee shall not use the Software in any manner that could interfere with another party's use and enjoyment of the Software (or servers or networks connected to the Software).
3. LIMITATIONS ON TRANSFER: With the express written permission of Licensor, Licensee may permanently and irrevocably transfer all of the rights granted and duties assumed under this Agreement to another party (“Transferee”). Licensee cannot partially transfer any rights or duties and any attempt to do so will be null and void. Licensee shall not and cannot alter the terms of this Agreement nor make any representations to Transferee that Licensee can make such alterations. Transferee must fully agree to the terms of this Agreement for Licensor to approve the transfer. Upon completion of the transfer, Licensee shall remove the Software from its domains/computers and shall not attempt to continue use the Software or be subject to civil and criminal liability.
4. CHANGES TO SOFTWARE: Licensor, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Software. Licensee understands and agrees that Licensor has no obligation to make available to Licensee any subsequent versions of the Software, unless otherwise agreed. Licensee also agrees that Licensee may have to enter into a renewed version of this Agreement, in the event Licensee wants to install or use a new version of the Software. Furthermore, Licensee understands and agrees that Licensor is in no way liable for damages of any kind nor is Licensor obligated to assist Licensee in any way, should such changes cause loss of functionality, errors, or other such issues on Licensee’s computers/servers.
5. INTELLECTUAL PROPERTY RIGHTS: Licensee acknowledges that the Software is the sole and exclusive property of Licensor and contains Intellectual Property Rights and constitutes proprietary and confidential information as protected by applicable intellectual property and other laws. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all Softwares, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. Licensee shall not take any action that interferes with or diminishes Licensor’s Intellectual Property Rights.
6. GOVERNMENT USE RESTRICTIONS: This Software, related materials and documentation have been developed entirely with private funds. If the user of the Software is an agency, department, employee, or other entity of any government agency, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software, including technical data or manuals, is restricted by the terms, conditions and covenants contained in Agreement.
7. EXPORT RESTRICTIONS: The Software may be subject to export controls or restrictions by countries or territories. Licensee agrees to comply with all applicable export laws and regulations. These laws include restrictions on destinations, end users, and end use.
8. INDEMNITY: To the maximum extent permitted by law, Licensee agree to defend, indemnify and hold harmless Licensor, its affiliates and respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from Licensee’s downloading, installing, or use of the Software or Licensee’s violation of this Agreement.
9. DISCLAIMER OF WARRANTIES: THE SOFTWARE IS PROVIDED “AS IS”, WITH NO WARRANTIES WHATSOEVER; LICENSOR DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE OR A PARTICULAR PURPOSE. LICENSOR FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE WILL ALWAYS WORK PROPERLY ON LICENSEE’S COMPUTER/SERVER IN AN UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE MANNER. LICENSEE ASSUMES ALL RISKS ARISING OUT OF LICENSEE’S USE OF THE SOFTWARE, TO THE MAXIMUM EXTENT PERMITTED BY LAW. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSIONS AND LIMITATIONS AS SPECIFIED HERE AND TO THE LEAST EXTENT AS ALLOWED BY LAW, SUCH EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO LICENSEE.
10. LIMITATION OF LIABILITY: LICENSEE UNDERSTANDS AND AGREES THAT LICENSOR AND ITS AFFILIATES WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM LICENSEE USE OF THE SOFTWARE OR DERIVATIVE WORKS, AS SET FORTH BELOW. IN NO EVENT SHALL LICENSOR OR ITS AFFILIATES BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSE WORK OR DERIVATIVE WORKS, EVEN IF LICENSOR OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE’S ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SOFTWARE IS LIMITED TO ITS REMOVAL FROM LICENSEE’S COMPUTERS/SERVERS. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSIONS AND LIMITATIONS AS SPECIFIED HERE AND TO THE LEAST EXTENT AS ALLOWED BY LAW, SUCH EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO LICENSEE.
11. TERMINATION: This Agreement continues to apply until terminated by either Licensor or Licensee. Licensee may terminate this Agreement by the removal of the Software from Licensee’s computer/servers in its entirety. Licensee’s rights under this Agreement automatically and immediately terminate without notice from Licensor should Licensee fail to comply with any provision of this Agreement. Licensee’s continued use of the Software after termination of this Agreement is grounds for civil and criminal action.
12. GENERAL TERMS AND CONDITIONS: This Agreement constitutes the entire understanding between Licensee and Licensor relating to the Software and governs Licensee’s use of the Software, completely replacing any prior or contemporaneous agreements between Licensee and Licensor regarding the Software. The failure of Licensor to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision, which will still be available to Licensor. Should any provision of this Agreement be deemed invalid or unenforceable by a court of law, either in its entirety or in part, the remainder of this Agreement still remains in full force and effect. Licensor is allowed to at its sole discretion assign this Agreement or any rights hereunder to any affiliate of Licensor, without giving prior notice to Licensee; Licensee may not assign its rights and duties under this Agreement. This Agreement shall be governed by the laws of the Country of Portugal without regard to its conflict of laws provisions. Licensee consents to the exclusive jurisdiction of the courts located within the city of Lisbon in Portugal to resolve any legal matter arising from this Agreement. Notwithstanding this, Licensee agrees that Licensor will still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
BY USING THE SOFTWARE, LICENSEE EXPRESSLY UNDERSTANDS THAT LICENSEE HAS READ THIS AGREEMENT; UNDERSTANDS THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS CONTAINED WITHIN; AND EXPRESSLY CONSENTS TO BE BOUND BY IT.
Copyright © 2013 DRNOYAN & NALYAN, LDA - NIF 510512054, EU VAT PT510512054, Rua das Portas de Santo Antão 89, 1150-266, Lisbon, Portugal