The user (“you”, “Licensee” or “End User,” which may be an individual or an entity) and X-Formation (X-Formation Sp. z o.o.) covenant and agree as follows:
X-FORMATION IS PROVIDING THE LICENSED SOFTWARE FOR YOUR USE ON A NONEXCLUSIVE BASIS UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS SET FORTH BELOW. IF YOU ARE NOT WILLING TO ACCEPT THESE TERMS AND CONDITIONS, DO NOT USE THE LICENSED SOFTWARE.
1. Legal Agreement.
This End-User License Agreement (“Agreement”) is a binding legal agreement between you and X-Formation. By downloading and using the
Licensed Software, you indicate your acceptance of this Agreement. If you do not agree to all of the terms of this Agreement, promptly return the Licensed Software and all related materials to X-Formation at the address written below. If you are accessing the Licensed Software electronically, indicate your acceptance of these terms by selecting “Yes” in response to the statement “Accept the Terms and Conditions” during the download request and/or by unzipping and using the downloaded Licensed Software. If you do not agree to all of these terms, you are not permitted to download or use the Licensed Software.
2. Grant of License
Subject to the terms and conditions of this Agreement, X-Formation grants you (“Licensee”) a non-exclusive and non-transferable license as an End User, to install and use the X-Formation software and related user documentation (“Licensed Software”) for personal or internal business purposes. This license does not entitle Licensee to receive from X-Formation hard-copy documentation.
3. Fees
Download of the Licensed Software requires a valid maintenance contract with X-Formation with all appropriate fees pre-paid. The Licensee is licensed to download the Licensed Software to be installed in a single location on the hard disk or other storage device of up to the number of computers owned or leased by the End User for which the End User has paid a license fee (“Permitted Number of Computers”). If the Licensee wishes to receive the Licensed Software on media, there may be a small charge for the media and for shipping and handling. Licensee is responsible for any and all taxes.
4. Invoicing
4.1 All invoices issued by X-Formation are created in accordance with Polish tax regulations using the Polish National System of e-Invoices, Krajowy System e-Faktur (KSeF).
4.2 If you are a customer based in Poland, you can access KSeF to view your invoice.
4.3 If you are a customer outside of Poland, you do not have access to KSeF; therefore, we will send your invoices to you in a readable PDF format by email.
4.4 The PDF invoice contains all relevant details in a clear format suitable for accounting and record-keeping purposes.
4.5 The PDF invoice includes one or more QR codes as required by Polish law. These codes allow for verification of the invoice through publicly available Polish tax authority websites. You can verify an invoice by scanning the QR code or opening the included link.
4.6 The formal issuance of the invoice occurs in KSeF. The PDF invoice you receive is legally valid and suitable for accounting and compliance purposes.
4.7 You do not need to register with or access KSeF nor modify your accounting procedures to accommodate this invoicing process.
5. Support
5.1 Term of Support
Upon the purchase of the Licensed Software, the Licensee is entitled to receive Support for the Licensed Software (“Support”) for a specified period of time commencing on the day of entering into this Agreement (the “Effective Date”). Thereafter, the Licensee may renew Support for additional periods of time by paying the relevant support fee.
5.2 Scope of Support
- any released updates, upgrades, patches and bug fixes for the Licensed Software (“Updates”);
- web-based and phone support
6. No Modification of Licensed Software
Licensee shall not modify, reverse engineer, decompile, disassemble or translate the Licensed Software or related documentation, or apply any other procedure or technology to the Licensed Software so as to determine the source listings for the Licensed Software.
7. No Assignment, Transfer, Sublicense or Disclosure
Licensee shall not transfer, disclose, sublicense, disseminate, provide or otherwise make available all or any part of the Licensed Software except as authorized herein to a third party without the prior written consent of X-Formation. Licensee shall not disclose the results of any benchmark tests of the Licensed Software to any third party without X-Formation’s prior written approval. Neither party can assign this Agreement or any rights and obligations hereunder to a third party without the prior written consent of the other party.
8. Use of License Statistics
You may use License Statistics only for monitoring your own company’s data; you may not use License Statistics to monitor other companies’ data.
8.1 Log Importation
8.2 Collecting License Statistics Usage Information
Upon your consent, X-Formation may collect information on the usage of License Statistics, such as pages visited and most popular pages. We collect and analyze this information to better understand the usage of License Statistics, so that we can continue to develop a better product in accordance with the wishes of our customers. We do not share this information with third parties.
9. Use of LM-X License Manager
LM-X License Manager consists of several libraries and tools, some of which may be redistributed (“End-User Components”) to third parties authorized to use the Licensed Software by the Licensee (“Sublicensees”), while others may not be redistributed (“Vendor Components”).
9.1 End-User Components
The Licensee shall have the right to sublicense the End-User Components of LM-X License Manager (detailed in
https://docs.x-formation.com/display/LMX/LM-X+distribution+content) or any portion thereof for business purposes in order to be able to integrate LM-X License Manager into the Licensee’s products and sell such products to Sublicensees.
9.2 Vendor Components
The Vendor Components of LM-X License Manager (detailed in https://docs.x-formation.com/display/LMX/LM-X+distribution+content) can be
integrated into the Licensee’s products; however, the Licensee shall not have the right to redistribute the Vendor Components.
10. Disclaimer of Warranty
THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, X-FORMATION FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE
SOFTWARE REMAINS WITH RECIPIENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL X-FORMATION OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF X-FORMATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Safe Harbor
Certain information contained in the X-Formation website, blog, press releases, announcements, documents, and oral discussions may be
“forward-looking statements”. We have based these forward-looking statements on the assumptions, expectations and projections about future events that we hold at the time the statements are made. You are cautioned not to place undue reliance on these forward-looking statements, which reflect our opinions only as of the date they are made. We use words like “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions to identify forward-looking statements, although not all forward-looking statements contain these words. These forward-looking statements are necessarily estimates reflecting the best judgment of our management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Any unreleased products, services or features referenced in forward-looking statements are not currently available and X-Formation cannot give any assurance that they will be delivered on time or at all. When you purchase our products or services, you should make the purchase decisions based upon features that are currently available. X-Formation undertakes no obligation to revise or update forward-looking statements.
12. Evaluations
X-Formation agrees to deliver a demonstration copy of its software for the sole purpose of internal testing and evaluation. Licensee acknowledges that the evaluation serves the purpose of determining whether the software meets the requirements of the Licensee and/or its customers and that the software will not be used for commercial or production purposes during this time.
13. No Refunds
Free evaluation copies of X-Formation software are available to allow inspection of software features prior to purchase. For this reason, X-Formation does not issue refunds.
14. Ownership
Licensee agrees it has no rights with respect to the Licensed Software other than those rights granted by this Agreement. X-Formation has exclusive right, title and interest in and to the Licensed Software including, without limitation, all intellectual and proprietary rights appurtenant thereto, and, except for the limited license granted to you herein, nothing in this Agreement shall be construed to transfer, convey, impair or otherwise adversely affect X-Formation’s proprietary rights therein or any other X-Formation information or materials, tangible or intangible, in any form and in any medium. X-Formation represents that it is solely responsible for the Licensed Software supplied to the Licensee and that the Licensee has no obligations towards any other third party suppliers of the Licensed Software.
15. Termination
This Agreement may be terminated by either party hereto at any time and for any reason upon thirty (30) days written notice to the other party of such termination; however, the license will terminate automatically if you fail to comply with the limitations described herein or if you fail to pay any fees relating to the Licensed Software.
15.1 Termination of LM-X License Manager License
15.1.1 In case of termination of your subscription license, you will lose the right to receive Support for the Licensed Software and you will not be able to issue new licenses; however, the Licensed Software distributed to your Sublicensees will continue to operate normally.
15.1.2 In case of termination of your perpetual license, you will lose the right to receive Support for the Licensed Software; however, you will still be able to issue new licenses for your protected products.
15.2. Termination of License Statistics License
15.2.1 In case of termination of your subscription license, you will lose the right to receive Support for the Licensed Software and you will not be able to monitor your software.
15.2.2 In case of termination of your perpetual license, you will lose the right to receive Support for the Licensed Software. You will still be able to monitor your software, but with the following limitations:
- You must use the machine that the License Statistics license was locked to when your maintenance contract expired.
- You will be limited to monitoring the software version(s) that you were monitoring when your maintenance contract expired.
16. Export Regulations
Licensee acknowledges that the Licensed Software is subject to Polish export control laws and regulations. Licensee agrees that it will not export the Licensed Software to any country or end-user that is subject to Polish export restrictions, or imported into any country except as permitted by the laws and regulations of the applicable country.
17. No Modification or Waiver
an express waiver of the applicable terms of this Agreement, and is in writing and signed. Moreover, any waiver is only for the particular matter specified therein, and shall not affect or impair the right of X-Formation to require observance, performance or satisfaction either of that term or condition as it applies on a subsequent occasion or of any other term or condition.
18. Independent Contractor
Nothing herein shall be construed as creating a partnership, joint venture, an employment relationship or an agency relationship between the parties hereto, or as otherwise authorizing either party to act for the other. The parties hereto are independent contractors for all purposes.
19. Anti-Corruption Laws
19. Legal Disputes
In case of legal disputes, legal proceedings must be handled in the court of Krakow, Poland.
20. Contact
Should you have any questions concerning this Agreement, or if you desire to contact X-Formation for any reason, please email us at sales@x-formation.com or write to us at:
X-Formation Sp. z o.o.
Radzikowskiego 47A
31-315 Krakow
Poland