General License Terms and Conditions

GENERAL LICENSE TERMS AND CONDITIONS (GLTC)

The Licensee represents hereby that before the purchase and/or starting to Use the Software, the Licensee read the General License Terms and Conditions (GLTC), available at the www.roger.pl website and does not have any objections thereto.

DEFINITIONS:

1. GLTC – General License Terms and Conditions for Licenses granted by the Licensor in accordance with Article 384 and subsequent articles of the Civil Code that, along with the License Agreement, regulate the overall rights and duties of the Licensor and the Licensee relating to the granted License.

2. Licensor – master limited partnership Roger Spółka z ograniczoną odpowiedzialnością spółka komandytowa with its registered office in Gościszewo, at: Gościszewo 59, 82-400 Sztum, Poland, registered in the National Court Register kept by the District Court for Gdańsk-Północ in Gdańsk, VII Commercial Division of the National Court Register, under the number KRS 0000639772, business statistical number (REGON): 170014326, Tax Identification Number (NIP): 5790006381.

3. Licensee – a legal person or an entity without legal personality as well as a natural person who is a sole trader, which installs, copies or uses the Software.

4. Software – the overall content of files (delivered electronically or on a data carrier), together with the License Agreement and License Key, including also any information or software to which the Licensor holds copyrights and/or of which the Licensor is the author and manufacturer, as well as relevant written materials or explanatory files.

5. Software Update – updates, modified or expanded versions, additions and their copies.

6. Main Version Number – a string of digits before the decimal point in the name of the Software version preceded by the letter ‘v’ (for example, 4 is the Main Version Number in PR Master v4.5.12.953).

7. Use – accessing, installing, downloading, copying and using the functionalities of the Software.

8. License Agreement – an agreement laying down detailed terms and conditions, on which the Licensor grants to the Licensee the License to Use the Software. The License Agreement together with the GLTC comprise an integral whole and govern the rights and duties of the Licensor and the Licensee.

9. License – an authorization granted by the Licensor to the Licensee to Use the Software on the basis of the License Agreement and the GLTC.

10. License Key – a unique code which is a string of alphanumeric characters, generated for a fee by the Licensor, dedicated to activate or identify the License.

11. Dongle – electronic device, required to Use the Software.

12. License Server – Software dedicated to Licenses management.

13. BETA Version – unfinished test version of the Software used by BETA Testers for the purpose of identifying errors associated with different environments and working conditions of the Software.

14. BETA Tester – Licensee who uses the BETA Version before the official marketing of the Software for the purpose of testing its quality, efficiency and stability.

15. Software Evaluation – Use of Software for testing purposes only i.e., verification of the Software functionality and suitability for Licensee in specific conditions and for specific purposes.

16. Normal Software Use – the way of using the Software, which enables obtaining full functionality of the Software in relation to one access control system.

ARTICLE 1. GENERAL PROVISIONS

§ 1. Acquisition of a License for the Software by the Licensee imposes upon the Licensee the obligation to comply with the terms and conditions of the License Agreement and the GLTC.

§ 2. The subject of the License Agreement and the GLTC is to grant a License for the Licensor’s Software, which constitutes a deliverable Work within the meaning of the Act of 4 February 1994 on Copyright and Neighboring Rights (2006, official journal “Dz.U.” No. 90, item 631, as further amended).

§ 3. The Software is being licensed, but not sold, and may be Used only based on this License Agreement and the GLTC, hence the Licensee does not acquire rights to the Software on the basis of a full or partial transfer of copyright.

§ 4. The License for the Use of the Software expressly disclaims the Licensor’s obligation to provide any services related thereto, including any technical support, unless the License Agreement appended to the Software provides otherwise.

§ 5. The granted License does not apply to or determine the terms and conditions of use of another Software which is compatible with the Software. Software, to which no rights were granted to the Licensor, should be used in accordance with its respective terms and conditions of license for these software.

§ 6. The Licensor shall strive to ensure that the Software is of highest quality.

§ 7. The Licensee acknowledges without reservations that the Software was developed with a view to satisfy the general needs of the market and that it need not meet all the detailed expectations and requirements of the Licensee.

§ 8. The Licensee shall be responsible for evaluation of the suitability of the Software in specific conditions and for specific purposes.

§ 9. For the purpose of installation of the Software in a new version or in a version containing patches, additions or upgrades, the Licensee must accept the then current content of the License Agreement and the GLTC.

§ 10. The GLTC are available in the registered address of the Licensor and via the www.roger.pl website. Upon request, the GLTC may also be sent to the Licensee, or another entity interested in acquiring the License for the Software.

§ 11. The typographic symbol “Roger” is a registered trademark of the Licensor. The Licensee is authorized to use the trademark described in the preceding sentence only for the purpose of using the Software in compliance with the License Agreement and the GLTC.

§ 12. The Licensee shall not have the right to modify, remove or cover trademarks placed on the Software.

ARTICLE 2. REPRESENTATIONS OF THE PARTIES

§ 1. The Licensor represents that the Software is protected by copyright and international agreements, as well as other intellectual property rights, and that the Licensor has the right to grant the License within the scope described in the License Agreement and the GLTC, and that the Use of the Software within the scope laid down in these documents shall not constitute a breach of Software creators’ copyright.

§ 2. The Licensee shall comply with laws and regulations binding on the territory of the Republic of Poland.

ARTICLE. 3. THE LICENSE

§ 1. The Licensor grants the License to the Licensee thus conferring the right to Use the Software in specific devices (such as computers) intended for installation of the Software, on fields of exploitation referred to in Article 4 § 1 of the GLTC.

§ 2. The License applies to such a number of workstations/devices as defined in the License Agreement.

§ 3. The Licensee may download the Software from the Licensor’s website www.roger.pl or receive it on a data carrier together with any hardware purchased from the Licensor.

§ 4. The License authorizes the Licensee to update the Software with Software Updates intended for Main Version Number of the Software, for which a License was granted to the Licensee throughout the term specified in the License Agreement. The License shall not include the right to free of charge updates of versions of the acquired Software other than those referred to in the preceding sentence.

§ 5. Upon expiry of the term of the License, the Licensee shall within 3 business days remove the Software conferred by the Licensor from the memory of devices and any data carriers.

ARTICLE. 4. FIELDS OF EXPLOITATION AND SCOPE OF THE LICENSE

§ 1. The License is granted for the following fields of exploitation only:

a. entering the Software or part of it into the memory of a computer or other device intended for the use of the Software in the Normal Software Use and in accordance with its architecture.

b. making a single backup copy of the Software with the proviso that this copy cannot be used simultaneously with the original Software.

§ 2. The Licensee, after obtaining the written consent of the Licensor, is entitled to permanent or temporary reproduction of the Software in whole or in part, which goes beyond the Normal Software Use.

§ 3. Holding a License shall not be tantamount to being granted the right to decompile or disassemble the Software or to perform any other action aimed at displaying those features of the Software which are not detectable during the regular Use of the Software. The Software may not be modified, leased or resold for profit. Algorithms related to the mechanism of generating licenses, information or License Key may not be published or distributed under any conditions and in no form whatsoever, unless upon a written consent of the Licensor.

ARTICLE. 5. OBLIGATIONS OF THE LICENSEE

§ 1. The Licensee shall Use the Software in compliance with legal regulations, good practice, the License Agreement and the GLTC.

§ 2. Without an explicit written consent of the Licensor, the Licensee shall not have the right to, in particular:

a. use the Software in order to create a competitive product.

b. share all or a part of the Software in any form with any third Persons. The above limitation also applies to an assignment, in-kind contribution, merger and division of the Licensee’s business.

c. publish or distribute the License Key.

d. use of an unauthorized License Key.

§ 3. The Licensee shall not take, either directly or indirectly, any action that infringes the Licensor’s copyright.

§ 4. The Licensee shall not make the Software available or Use it in any form for the benefit of third parties for the purpose of deriving any gains or benefits by the Licensee and/or by third parties.

§ 5. The Licensee shall apply due care to protect and safeguard the Software against unauthorized access to it by third parties.

§ 6. The Licensee shall notify the Licensor of any instances of access to or Use of the Software by any unauthorized third party, of which the Licensee becomes aware.

§ 7. The Licensee grants its consent for the check by the Licensor, or a person authorized by the Licensor of the compliance of Use of the Software by the Licensee with the terms and conditions of the granted License. The Licensor may also request access to the location of the Software.

ARTICLE. 6. MODIFICATIONS OF THE SOFTWARE

§ 1. In case of detecting a cyclic error in the operation of Software, the Licensor shall endeavor to eliminate the irregularities, with no guarantees that such an error will be removed.

§ 2. Modifications to the original Software or to the Software database by the Licensee constitute a breach of the license agreement by the Licensee.

§ 3. The Licensor refuses technical support in the event of any modifications to the original Software or the Software database.

§ 4. The Licensor reserves the right to make claims against the Licensee in the event that the Licensee makes modifications to the original Software or in the Software database and requests the Licensor to recognize and / or remove problems in the operation of the Software resulting from the introduced modifications.

§ 5. The Licensor reserves the right to modify products and replace them with other products in the event of a presumption or issuance of a judgment to the effect that the Licensor's products infringe proprietary rights of third parties.

ARTICLE. 7. CONTRACTUAL PENALTIES

§ 1. In the event of infringement by the Licensee of obligations arising under Article 1 subsection 11 and subsection 12, Article 3 subsection 5, Article 4 subsection 1 and subsection 3 and Article 5 subsection 2, Article 6 subsection 2 and subsection 3 of the GLTC, the Licensee shall pay to the Licensor a contractual penalty of EUR 2 000 according to the average rate of exchange in the fx rates table published by the National Bank of Poland (NBP) as of the date of the demand for payment of the contractual penalty to the Licensor.

§ 2. The parties represent hereby that they are professional market operators and that in their assessment the contractual penalty in the value determined in Article 7 § 1 is not excessive.

§ 3. The Licensor may claim damages in excess of the contractual penalties stipulated herein from the Licensee.

ARTICLE. 8. DISCLAIMER OF LIABILITY

§ 1. Any liability of the Licensor shall be excluded to the maximum extent admitted under the applicable law.

§ 2. The tort and contractual liability of the Licensor shall be excluded, subject to any mandatory regulations of the Civil Code.

§ 3. The liability of the Licensor for any damage the Licensor may cause intentionally shall be limited to the sum of EUR 500 and shall not encompass the right to claim the reimbursement of any lost benefits or any indirect damage.

§ 4. The Licensor shall not be liable in particular for any losses caused by any defective or damaged Software resulting from Use or inability to Use the Software, for damage caused by improper or unprofessional operation, improper assembly or start-up by the Licensee or by any third parties, for normal wear and tear, improper or negligent Use, as well as in particular for any consequences of unprofessional modifications introduced without the consent of the Licensor or any repair work carried out by the Licensee or any third parties.

§ 5. The Licensor shall not be liable for any functional defects of products resulting from inappropriate selection of hardware or Software or improper design of the system, or installation by the Licensee, who is obliged, before the purchase, to familiarize itself with and verify whether the functionality of products offered by the Licensor fulfill the Licensee’s needs.

§ 6. The Licensor shall not be liable for any breach of copyrights and other regulations as a result of the Use by the Licensee of the Software contrary to the License Agreement and the GLTC.

§ 7. The Licensor shall not be liable for any third party claims due to the Use of the Software by the Licensee or due to the Use of the Software by any unauthorized third parties, to the detriment of the Licensee.

§ 8. The Licensor shall not be liable in any way for the liabilities of the Licensee for third party liabilities.

§ 9. If a claim is instituted by a third party against the Licensor before a court of law for damage incurred by that party in connection with the Software, then the Licensee agrees to join the litigation with the Licensor, if it is admissible under legal regulations, and support the Licensor in the course of such litigation and to pay all costs associated thereto, including damages, court fees and legal attorney’s fees, etc.

§ 10. The Licensor shall not be liable for failure on the part of the Licensee to comply with the obligation to obtain any consents required under the law.

§ 11. In the event of using a BETA Version of the Software by a BETA Tester, the Licensor shall not be responsible for the stability, quality and functioning of the Software. The BETA Version shall be made available for Software Evaluation only, and its Use by the BETA Tester shall be at the financial and hardware risk of the BETA Tester.

ARTICLE. 9. TERMINATION OF THE AGREEMENT AND EXPIRY OF THE LICENSE

§ 1. The Licensor may terminate the License Agreement for a cause of its creative interests upon a 7-day written notice of termination. In such case, the License shall expire on the last day of the notice of termination period.

§ 2. The parties may terminate the License Agreement at any time upon a mutual agreement of the Parties, on the day jointly scheduled by the Parties. In such an event, the License shall expire on the date agreed by the Parties.

§ 3. The License shall expire automatically, without the need to file any additional notices by the Licensor, in the event of a breach of any provision of the License Agreement or the GLTC by the Licensee, particularly in the case of infringement of the Licensor’s copyright.

§ 4. In the event of expiry of the License, the Licensee shall immediately cease to Use the Software and delete the Software and all its copies from the memory of devices and any data carriers.

§ 5. The Licensor shall block the License Key and, notwithstanding the above, the Licensor may claim its rights related to infringement of copyright.

ARTICLE. 10. FORCE MAJEURE

The Licensor shall not be liable for default or improper performance of the obligations hereunder, if the default or improper performance of obligations results from the circumstances over which Licensor has had no control, despite acting with due diligence (Force Majeure). The circumstances mentioned in the preceding sentence shall include, in particular, natural phenomena, disorders of community life including strikes and riots, actions of authorities, undelivered supplies from the Licensor’s suppliers and other, unforeseeable, unavoidable and major events. The occurrence of such events waive the Licensor’s obligation to fulfill its obligations laid down in contracts for the duration of the interruptive event and within the scope of its impact. The Licensor shall inform the Licensee of such circumstances as soon as possible and shall spare no effort to fulfill its obligations acting in good faith, inasmuch the prevailing circumstances allow.

ARTICLE. 11. SEVERABILITY

§ 1. The Parties agree that amendments of the GLTC made by the Licensor do not require an amending annex to the License Agreement or a notice to Licensee, and that they produce legal effects as from the date of their publication on the website.

§ 2. Amendments and additions to the License Agreement other than those resulting from installation of a new version of the Software, patches, additions or the Software Updates, must be made in writing under the sanction of invalidity. The foregoing shall have no impact upon provisions regarding amendments to the GLTC.

§ 3. The Licensee shall notify the Licensor in writing (via email) of each and every change in the address of its registered office and/or its email address. In the absence of any information concerning a change of address, correspondence delivered to the previously provided address shall be deemed to have been successfully received and producing all the legal effects as stipulated therein.

§ 4. The Parties shall keep confidential the terms and conditions of the License Agreement, in particular, trade secret extends to cover any and all information communicated to the other Party at the time of granting the License.

§ 5. The Licensee agrees to provide its personal data to the Licensor and grants consent for the processing thereof by the Licensor.

§ 6. In case of conflicting discrepancy between the License Agreement and the GLTC, the provisions of the License Agreement shall prevail. Regulations of the Polish law, in particular the Civil Code and the Act on Copyright and Neighboring Rights, shall apply to the remaining matters not regulated herein.

§ 7. Any potential disputes arising in connection with this License Agreement shall be resolved by negotiations, and in the case of failure to reach a conciliatory agreement within a time limit of 30 days, all such disputes shall be resolved before a Polish court of law having jurisdiction over the location of the Licensor’s registered address and the subject matter of the dispute.

§ 8. These GLTC were executed in two counterparts in the Polish and English language. In case of any discrepancies between the Polish language version and the English language version, the Polish language version shall prevail.