between MTS, spol. s r.o., registered office Krivá 53, Krivá, postcode: 027 55, Slovak Republic, Company ID No.: 36 001 368, registered in the Business Register of the Žilina District Court, Section: Sro, Insert No. 3318/L (hereinafter referred to as the “Licensor”) and its Licensees.
Version effective from 31st March, 2020
1.1 The Licensor holds all intellectual property rights to INXTON Software, which comprise of:
a set of software tools and libraries that constitute the comprehensive framework (this may vary from time to time), the actual functionalities of which are listed at www.inxton.com/pricing;
any new releases or updates thereof; and
any complete or partial copies of any of the foregoing, also including the media on which the Licensee received such copies, if applicable
(collectively referred to as “INXTON Software”).
1.2 The Licensor enters into this Agreement with any person wishing to use INXTON Software in the course of pursuing their activities specified herein (hereinafter referred to as the “Licensee”). No other person than the Licensees who have entered into this Agreement may use INXTON Software. No other use of INXTON Software than those specified herein shall be permitted.
1.3 The subject-matter hereof shall be the granting of a license to use the INXTON Software to the Licensee. This Agreement shall be concluded by the Licensee by means of installing the INXTON Software on the Licensee’s device (hereinafter referred to as the “Device”) and its first use by the Licensee. Such installation and the first use shall constitute the Licensee’s consent with the terms of this Agreement.
1.4 INXTON Software is licensed on a per Instance basis. “Instance” shall mean any individual functional unit of INXTON Software used for programming or the running of other programs on any software or hardware system (hereinafter referred to as the “Instance”).
1.5 Reassigning the license to another Device shall be subject to the Licensor’s consent and may be subject to fees.
General Terms Applicable to all Licenses
2.1 The Licensee may, under the terms of this Agreement, use INXTON Software. The Licensor may grant licenses to use INXTON Software to any third party at its discretion.
2.2 Unless agreed otherwise, the Licensee may not grant a sublicence or transfer the license or any of the individual rights arising from the same to any third parties. The Licensee shall not make INXTON Software or any parts thereof available to any third party. This prohibition shall apply in particular to the third persons to whom the title to the Device may pass in the future. Unless agreed otherwise, the Licensee shall not make copies of INXTON Software and shall not transfer the same onto media other than the one on which INXTON Software has been supplied by the Licensor. The Licensee shall not publicly distribute INXTON Software or copies thereof. The Licensee shall not reverse engineer, decompile, or disassemble INXTON Software.
2.3 Interventions into, or changes to, INXTON Software by the Licensee shall be prohibited.
2.4 The Licensee shall ensure that every person to whom INXTON Software was made available in the course of its authorized use by the Licensee shall conduct itself in the manner consistent with the provisions of this Agreement.
2.5 The Licensee shall also, without undue delay; inform the Licensor about every unauthorized use of INXTON Software, breach of this Agreement, or any other event that may lead to compromising the safety and confidentiality of INXTON Software.
2.6 Any violation of any of the provisions hereof by the Licensee shall entitle the Licensor to terminate this Agreement unilaterally and with immediate effect.
2.7 The license for using INXTON Software is geographically restricted. INXTON Software may only be used in Instances located in the following geographical locations:
- the EU, the UK, Switzerland, Norway, Iceland, the Ukraine, Belarus, Russia
- the USA, Canada, Mexico, Costa-Rica, Panama, Colombia, Ecuador, Chile, Peru, Argentina, Uruguay, Brazil
- Morocco, Egypt, South Africa
- Israel, Turkey, China, India, Japan, South Korea, Singapore, Taiwan, Thailand, the Philippines, Malaysia, Indonesia
- Australia, New Zealand
Types of License
3.1 INXTON Software comes with two types of licenses:
- Developer License
- Paid License
3.2 The Developer License is provided to developers who wish to use INXTON Software for testing or development in order to decide whether INXTON Software suits their needs, and whether or not they wish to upgrade to a Paid License. This license is provided free of charge for an unlimited period. INXTON Software provided under the Developer License might have certain limitations in contrast to the Paid License. The Licensee may use an unlimited number of Instances of INXTON Software with the Developer License.
3.3 For the purpose of this Agreement, “development” shall mean any placement of INXTON Software for the purpose of the first installation and further changes using INXTON Software in a third-party system or systems, which consist either of software or hardware (the “Target System”). Except for a limited period of testing, for the purposes of permanent use, the developer shall be obliged to secure a Paid License for each and every Instance of INXTON Software deployed on the Target System. To avoid any doubts, the Developer License must never be used for the purpose of full deployment (i.e. for full commercial use) of any program(s) developed using INXTON Software on any Target System. The Developer License may be used exclusively for the purpose of developing trial programs that can be tested but not commercially exploited or deployed.
3.4 The Paid License is a license that must be purchased by/for users whose Target System runs an Instance of INXTON Software for any duration other than the limited testing period, as defined in Sections 3.2 and 3.3 hereof. The Paid License is provided for a fee and for the term/s specified in the price list available at www.inxton.com/pricing. For the Licensees with a Paid License, the right to use every single Instance of INXTON Software shall be limited to the Target System and Devices, the fingerprint of which is bundled with the Paid License. The Licensee may install only one Instance of INXTON Software per Paid License. To avoid any doubts, for Target Systems consisting of more Devices requiring more Instances of INXTON Software, every single installation/Instance of INXTON Software requires a separate Paid License.
3.5 When a Paid License is purchased, it is bundled with a fingerprint of a particular Device submitted by the developer/future owner of the Paid License, i.e. it is only this particular unique Device with the unique hardware and/or software configuration and serial number, where a program developed using INXTON Software may be deployed. Activation associates the use of INXTON Software with a fingerprint of the specific Device and Target System for each and every Paid License. During activation, INXTON Software automatically compares the submitted fingerprint of the Device and the Target System with the fingerprint submitted to the Licensor when purchasing the Paid License. Unless properly activated, INXTON Software used on the basis of a Paid License will not operate properly.
3.6 The Licensor’s license and service fees are specified in the Licensor’s pricelist.
INXTON Software Versions
4.1 INXTON Software comes in two main versions:
- Preview Version
- Production Ready Version
4.3 INXTON Software as such or part(s) thereof may be licensed as Production Ready Version. The Production Ready Version is designed for developing programs designated for testing full-scale commercial deployment and application (the Paid License) in Target Systems.
5.1 Hardware or software that the Licensee uses to pool connections, reroute information, or reduce the number of Devices or users that directly access or use INXTON Software (also referred to as “multiplexing” or “pooling”) shall not reduce the number of required licenses.
5.2 While INXTON Software is running, the Licensee may use its libraries. The Licensee may only:
- use embedded content as permitted by the embedding restrictions in the libraries; and
- temporarily download them onto a licensed device.
5.3 The Licensee may have access to libraries, templates, sample projects, media images, animations, sounds, music, video clips, templates, and other forms of content (the “media elements”) provided with INXTON Software or as part of a service associated with INXTON Software. The Licensee may copy and use the media elements in projects and documents. The Licensee must not (i) sell, license or distribute copies of the media elements themselves, or as a product, if the primary value of the product is the media elements; (ii) grant rights to further license or distribute the media elements; (iii) license or distribute for commercial purposes the media elements that include the representation of identifiable individuals, governments, logos, trademarks, or emblems, or use these types of images in ways that could imply an endorsement or association with the Licensee’s product, entity, or activity; or (iv) create obscene or scandalous works using the media elements.
5.4 Instead of using INXTON Software directly on the Device, the Licensee may install and use INXTON Software within only one virtual (or otherwise emulated) hardware system on the Device.
5.5 The single primary user of the Device may access and use INXTON Software installed on the Device remotely from any other device. The Licensee may allow other persons to access INXTON Software to provide the prior with support services, and no additional licenses shall be required in this case. No other person may use the software under the same license at the same time for any other purpose.
5.6 INXTON Software may contain development tools. The Licensee may use any development tools included in the software only to design, develop, test, use, and demonstrate the programs with INXTON Software.
5.8 The INXTON Software features described below connect the Licensor or service provider to Systems over the Internet. In certain cases, the Licensee will not receive a separate notice when they connect. In certain cases, the Licensee may switch off these features or not use them. For more information about these features, visit: www.inxton.com/privacy-policy. By using these features, the Licensee agrees with the transmission of such information. The Licensor does not use the information to identify or contact the Licensee:
- System Information. The following features use Internet protocols, which collect the appropriate system information, such as the Licensee’s Internet protocol address, the type of operating system, the browser being used, the name and version of the INXTON Software the Licensee is using, and the language code of the device where the Licensee has installed INXTON Software. INXTON Software uses such information to make the Internet-based services available to the Licensee.
- Web Content Features. Features in INXTON Software may retrieve related content from the Licensor and provide it to the Licensee. Examples of these features are library templates, online training, online assistance, and help. The Licensee may choose not to use these web content features.
- Digital Certificates. INXTON Software uses digital certificates. These digital certificates confirm the identity of Internet users sending X.509 standard encrypted information. They can also be used to digitally sign files and macros to verify the integrity and origin of the file content. INXTON Software retrieves certificates and updates certificate revocation lists using the Internet, when available.
5.9 INXTON Software may periodically check with the Licensor for updates and supplements to INXTON Software. If found, such updates and supplements might be automatically downloaded and installed on the Licensee’s Device.
5.11 Misuse of Internet-based Services. The Licensee may not by any means use these services in any way that could harm them or impair anyone else’s use of them. The Licensee may not use these services to try to gain unauthorized access to any service, data, account, or network.
6.1 INXTON Software is subject to the export laws and regulations of the European Union. The Licensee must comply with all domestic and international export laws and regulations that apply to INXTON Software. These laws include restrictions on the destinations of the end users and end use.
6.2 INXTON Software must not be used directly or indirectly for any military-related applications.
6.3 Any use of INXTON Software where harm to health, injury, or loss of human life, may occur directly or indirectly (e.g. ATC, Nuclear Plants, etc.) shall be strictly prohibited.
Warranty, Liability, and Remedies
7.1 The Licensor guarantees INXTON Software to, for the period of 12 months from entering into this agreement, operate substantially as described in the INXTON Software documentation. Any violation of any of the provisions hereof by the Licensee shall render warranty and all guarantees of the Licensor in respect to INXTON Software void. Notwithstanding the above, the warranty does not cover anything that results from customizations, alternations, or interventions into INXTON Software. Nor does the warranty cover anything that results from improper use of INXTON Software or circumstances beyond the reasonable control of the Licensor.
7.2 The Licensor shall, at its discretion, decide on remedying the defects of INXTON Software by either:
- replacing or fixing INXTON Software or a part thereof at no charge; or
- accepting the return of INXTON Software for a refund.
7.3 The Licensor assumes no liability for merchantability, direct or indirect property damage resulting from failure of INXTON Software, nor for any loss of income, satisfaction, or damages (arising from the loss of the same or due to the defects of the same) exceeding the sum paid by the Licensee for obtaining this license. The Licensor assumes no liability for direct or indirect property damage caused by programs developed through the use of INXTON Software, nor for any loss of income, satisfaction, or damages (arising from the loss of the same) caused by programs developed using INXTON Software.
8.1 Notices or reports that are required, or may be submitted pursuant hereto, shall be in writing, and shall be deemed duly submitted when delivered to the respective e-mail address of the Licensor (firstname.lastname@example.org) and of the Licensee. The parties hereby explicitly agree that after the expiry of 15 days (unless a shorter period is agreed) after the delivery of the respective notification; this shall be deemed as duly delivered and binding for the parties. The Licensee hereby explicitly declares that the e-mail address provided to the Licensor is valid and that, in the event of a change thereof, the Licensee shall immediately notify the Licensor of such change.
8.2 The Licensor shall be entitled to change or amend the text of the terms of this Agreement from time to time. In this case, the most recent version shall prevail and any existing license agreement shall be governed by the version most recently notified to the Licensee.
8.3 This Agreement shall be regulated by the laws of the Slovak Republic, with the exception of the conflict of law rules. The courts of the Slovak Republic shall have the jurisdiction over any disputes arising from this Agreement.
8.4 Unless stated otherwise herein, this Agreement may only be changed, amended, or terminated by means of numbered written amendments.