Terms & Conditions
Terms & Conditions
Version: April 26th, 2021
This Trial Software License Agreement (“Trial Agreement”) describes the rights granted by Glarevision S.A. (“Licensor” or “Glartek”), a company registered under the laws of Portugal, with the company number 514244127, with the business address Rua da Carvalha, 570, 2400-441 Leiria, Portugal to any person or entity (“Licensee”, “you” or “your”) using the Licensor Software (defined below) provided by Licensor as part of its software trial program. Both Licensor and Licensee are referred to hereinafter as a “Party” and collectively as the “Parties” to this Agreement.
By registering or logging with an account previously created by Glartek on the Licensor Software, Licensee agrees to be bound by all the terms and conditions stated herein.
Licensee represents and warrants that he or she is legally able to enter into binding agreements and is a duly authorized agent of such entity for the purpose of entering into this Agreement and binding such entity in accordance with its terms. He or she represents that the information submitted to Licensor, including all application data are true, accurate, and complete.
This Trial Agreement is entered into for the sole purpose of allowing Licensee to evaluate Licensor’s software products publicly known as GlarVision, GlarAssist and GlarConnect (the “Licensor Software”) and accompanying Documentation (collectively, the “Trial System”). Licensor shall deliver and make available to Licensee via the Internet or electronic means the Trial System. Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license for unlimited usage of the Trial System, including any modified or enhanced versions thereof provided to the Licensee by Licensor, at no cost, for a 30-day trial period beginning on the Effective Date of this Trial Agreement (the “Trial Period”). The Trial Period may be automatically extended by Licensor. All terms and conditions of this Trial Agreement shall continue during any such extension of the Trial Period.
During the Trial Period, Licensor shall provide Licensee reasonable Technical Support at no charge to Licensee. If Licensee discovers errors or bugs in the Licensor Software, Licensee shall contact Licensor within a reasonable period of time to report such problems. Licensor may, at its option and sole discretion, correct errors or bugs confirmed by Licensor to exist in the Licensor Software. Licensor shall provide Licensee with access to a customer technical support mail address and, on a reasonable basis, answer questions, fix issues, and provide guidance.
3. Limited Warranty
Licensor makes the following representations and warranties: (i) there are no liens or other encumbrances on the Licensor Software; (ii) the Licensor Software (in full or as to any component standing individually) do not infringe or violate any intellectual property right, proprietary right or contractual right of any third party, and use by Licensee as described in the Documentation shall not infringe or violate any such right (“Non-Infringement Warranty”); (iii) the Licensor Software do not contain any program routine, device, code or instructions (including any code or instructions provided by third parties) or other undisclosed feature, including a time bomb, virus, software lock, drop-dead device, malicious logic, worm, Trojan horse, bug, error, defect or trap door, that is capable of accessing, modifying, deleting, damaging, disabling, deactivating, interfering with, or otherwise harming the Licensor Software, any hardware, data or other electronically stored information, or computer programs or systems; (iv) the Documentation accurately reflects the operation, features and functioning of the Licensor Software, (v) the Licensor Software (a) do not contain any open source material including any libraries or software licensed under the GNU General Public License, the BSD license or any other similar “public,” “open source” or “free” software license agreement or arrangement obligating Licensee to disclose or make source or object code available to third parties (“Open Source”) and (b) will not require the use of any Open Source in order to function in its intended fashion; and (vi) Licensor hereby warrants that it has the right to grant the rights and licenses regarding the Licensor Software that arise or are implied hereunder.
Licensor makes no other warranties, express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose.
4. Authorized Access
Access to and use of password protected or secure areas of the Trial System is restricted to authorized users only. Licensee may not share password(s), account information, or access to the Trial System. Licensee is responsible for identifying and authenticating all users, for approving access by such users, for controlling against unauthorized access by users, and for maintaining the confidentiality of usernames, passwords and account information. Licensor is not liable for any harm caused by users, including individuals who were not authorized to have access to the Trial System but who were able to gain access because usernames, passwords or accounts were not terminated. Licensee agrees to make every reasonable effort to prevent unauthorized third parties from accessing the Trial System.
5. Use of the Trial System
Licensee agrees not to use or permit use of the services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations. Licensor reserves the right to remove or disable access to any material that violates the foregoing restrictions. Licensor shall have no liability to Licensee in the event that Licensor takes such action. Licensee agrees to defend and indemnify Licensor against any claim arising out of a violation of Licensee’s obligations under this section.
Licensor makes no assurances that any of Licensee’s content loaded into the Trial System will be secured or that such data will remain confidential.
- Licensor may use software tools to audit and otherwise request information from Licensee regarding the use of the Trial System. Licensee agrees to cooperate with Licensor’s audit and provide reasonable assistance and access to information.
- Licensee remains solely responsible for regulatory compliance in connection with your use of the Trial System.
6. Limitation of Liability
Licensor will not be liable for damages arising out of or in connection with this Trial Agreement, the performance of the trial system, or Licensor’s performance of services. Without regard to whether a claim is based on contract or tort, including negligence in no event shall Licensor or its suppliers be liable for any indirect, special, incidental or consequential damages, including, without limitation, damages resulting from loss of profits, data or business arising out of or in connection with this Trial Agreement, even if Licensor has been advised of the possibility of such damages.
7. Proprietary Rights
Licensee acknowledges that Licensor retains all right, title, and interest in the Trial System and in all copies thereof, and no title to the Trial System, or any intellectual property or other rights therein, are transferred to Licensee by virtue of this Trial Agreement other than as specified herein. Licensee shall not without the express prior written consent of Licensor duplicate, copy of reproduce the Trial System. In the event Licensor authorizes Licensee to make copies of the Trial System, Licensee shall reproduce Licensor’s copyright and other proprietary rights notices or legends on all copies thereof. Licensee agrees not to cause or permit the reverse engineering, reverse assembly, reverse compilation or create derivative works of the Licensor Software, or otherwise attempt to derive source code or defeat, avoid, by-pass, remove or deactivate any software protection mechanism from the Licensor Software.
From time to time during the Trial Period of this Trial Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”) information about its business affairs, products/services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in written, electronic or other form or media, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information shall not include information that, at the time of disclosure and as established by documentary evidence: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this clause by the Receiving Party or any of its representatives; (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (iii) was known by or in the possession of the Receiving Party or its representatives prior to being disclosed by or on behalf of the Disclosing Party; (iv) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information; or (v) is required to be disclosed pursuant to applicable federal, state or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction. The Receiving Party shall: (a) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Trial Agreement; and (c) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Trial Agreement. The Receiving Party shall be responsible for any breach of this clause caused by any of its representatives.
The Disclosing Party may seek equitable relief (including injunctive relief) against the Receiving Party and its representatives to prevent the breach or threatened breach of this clause and to secure its enforcement, in addition to all other remedies available at law.
Licensor agrees to defend Licensee from and against any claim or action based on any alleged infringement of any patent, copyright, trade secret or other proprietary right as a result of the use of the Trial System according to the terms and conditions of this Trial Agreement, but Licensor will not indemnify Licensee from any costs and/or damages awarded against Licensee in any such infringement claim or action or settlement thereof.
Notwithstanding the foregoing, Licensor shall have no liability to Licensee if the infringement results from:
a. Use of the Trial System in combination with software no provided by Licensor,
b. Modifications to the Trial System not made by Licensor, or
c. Use of other than a current release of the Trial System, if such infringement would have been avoided by use of current Licensor release.
The foregoing states the entire liability of Licensor with respect to infringement of any patents, copyrights, trade secrets or other proprietary rights by the Trial system or any part thereof.
This Trial Agreement may be terminated at any time by Licensor or Licensee, with or without cause, by giving written notice of termination to the other Party. Anything to the contrary herein notwithstanding, immediately upon such termination Licensee shall return to the Licensor the Trial system, including all related documentation and all copies thereof.
Licensee will be under no obligation to license or pay for the Licensor. Software and further, makes no such representation that it will be under any obligation whatsoever to enter into a future agreement with Licensor. If the Licensee, at its sole discretion, chooses to purchase the license to use the Licensor Software on an ongoing basis after the Trial Period, such purchase shall be under a separate agreement.
Neither party may assign its rights, duties, or obligation under this Trial Agreement without the prior written consent of the other party.
This Trial License Agreement and performance hereunder shall be governed by the laws of Portugal without regards to confits of laws. Licensee and Licensor hereby agree that the sole jurisdiction and venue for any litigation from or relating to this Trial Agreement shall be a court located in Lisbon, Portugal.
The Parties agree that this Trial Agreement represents the entire understanding with respect to the subject matter and legally supersedes all prior oral or written agreements, statements, representations, negotiations, or promises.
All provisions hereof relating to the proprietary rights, confidentiality and non-disclosure, indemnification and limitation of liability shall survive the completion or the earlier termination of this Trial Agreement.