TERMS AND CONDITIONS OF NON-EXCLUSIVE LICENCE OF NOOM SOFTWARE 2016
Licence issued by: Astro Baltics OÜ, registry code 10386779, address Raatuse 20, TARTU 51009, Estonia (hereinafter: AB).
If a natural person, company, organisation or institution (hereinafter referred to as the Customer) downloads, installs, copies, launches, opens or otherwise uses the NOOM business software of AB (hereinafter referred to as the Software), the Customer agrees to adhere to the following terms and conditions of the non-exclusive licence of the Software (hereinafter referred to as the Terms and Conditions):
1.1. AB grants the Customer a personal, non-sublicensable non-exclusive licence for purposeful (functional) use of the Software in the territory of Estonia under the terms and conditions and within the scope provided by these Terms and Conditions (hereinafter referred to as the Licence) and the Customer agrees to pay a fee (hereinafter referred to as the Licence Fee) for it.
1.2.The specification of the Software constituting the object of the Licence and the exact terms and conditions of the Licence (including the number of computers or devices, location, period of validity of the licence, payment terms, etc.) have been described on the invoice for the Licence Fee submitted by AB to the Customer (hereinafter referred to as the Invoice).
1.3. The Licence is valid and the Customer’s rights to use the Software as arising from the Licence are created as of the moment the Customer has paid the Invoice in full. Without payment for the Licence in full, the Customer has no right to use the Software unless otherwise agreed with AB in writing.
1.4. The Licence is only valid within the period indicated on the Invoice. Unless otherwise indicated on the Invoice, the Licence to be granted to the Customer is valid for one calendar month of issue of the Invoice.
1.5. The Licence is granted by AB for the Software version valid at the moment of issue of the Invoice. The Software is licensed on the principle of standard software and it is the Customer’s obligation to ensure that the special solutions of the Software are in compliance with the Customer’s requests.
2.1. The Customer may not:
2.1.1. disseminate the Software in any manner (including by way of giving as a gift, selling, renting, lending, etc.) or communicate it to the public (including by way of forwarding or making available to any third parties) unless such a right arises from the law of if AB has granted its prior written consent thereto;
2.1.2. reproduce, translate, adapt or otherwise transform the Software or reproduce the results obtained, except (i) to the extent determined in the guidance materials provided by AB; or (ii) in other cases with the prior written permission of AB;
2.1.3. decompile or disassemble the Software or otherwise attempt to restore its source code, except in the cases and under the terms and conditions directly permitted by law;
2.1.4. modify or break the licence key of the Software and other algorithms within the composition of the Software and protected by encryption;
2.1.5. issue sub-licences in respect of the Software or transfer the right to use the Software as arising from this licence agreement to any third party/parties.
3.1. All the economic rights to the Software are and will be held by AB. With this Licence, the Customer only obtains permission to use the Software in a usual manner.
3.2. The Customer may be granted permission for and access to making changes to the Software, but this does not constitute the transfer of intellectual property rights to the Customer in any manner or to any extent. The economic rights of an author to all the changes and additions made to the Software by the Customer are held by AB.
4.1. The Customer agrees to ensure that the Software is not used in a manner contrary to the legislation of the Republic of Estonia.
4.2. The Customer has the obligation to make back-up copies (‘archival copy’) of the Software, but back-up copies may only be used if this is necessary for using the Software or in order to restore the Software that has become lost, destroyed or unfit for use. The Customer is required to create conditions that prevent the use of back-up copies for other purposes.
4.3. The Customer has the obligation to ensure the conditions that preclude the use of the Software on a larger number of computers or devices than that permitted and which prevent any possible violations of the intellectual property of AB by the Customer’s employees and third parties.
4.4. The Customer has the obligation to order all the changes, adaptations and/or corrections of errors concerning the Software and necessary for purposeful use of the Software as permitted by these Terms and Conditions only from AB or a person authorised by the latter under the terms and conditions valid at the moment of placing the order.
4.5. If the Customer violates the restrictions or obligations set out in subdivisions 2 or 4, AB has the right to request a contractual penalty up to tenfold the amount of the licence fee. The foregoing does not prejudice the right of AB to take legal remedies, including to request compensation for damage or loss at a rate exceeding the contractual penalty.
5.1. The Customer is required to immediately notify AB of any error, damage and other unusual circumstances that have become evident in the operation of the Software and take measures for preventing and minimising any possible damages and losses arising therefrom.
5.2. AB agrees to eliminate errors that have become evident in the Software in accordance with the development plans and warranty terms and conditions of AB. Until the error has been eliminated, the Customer is counselled on how to avoid the error.
5.3. AB bears no liability for any direct or indirect damage caused by the use of the Software. The compensation obligation of AB is limited only to the correction of the error that has become evident in the Software. AB is not liable for errors caused by inadequate or incorrect operation, administration or maintenance of the Customer’s computers, devices or computer network.
6.1. The Customer and AB maintain the confidentiality of the information that they have learnt within the framework of fulfilling these Terms and Conditions in respect of the business activities of the other party and other such circumstances in the maintenance of confidentiality of which the other party has a reasonably foreseeable interest, except for information that is generally known or publicly available.
6.2. The Customer and AB do not disclose confidential information to any third parties without the written consent of the other party, except in the cases arising from law.
6.3. The Customer is aware that AB is engaged in the development of the Software, due to which the Software development ideas received while performing the obligations set out in these Terms and Conditions are free and not subject to confidential information.
7.1. AB has the right to unilateral and extraordinary terminate the Licence if:
a) the Customer fails to pay the Licence Fee by the due date and the delay has lasted for more than 30 (thirty) calendar days;
b) bankruptcy or liquidation proceedings are initiated against the Customer;
c) the Customer violates any of the obligations provided by subdivisions 2 or 4.
7.2. AB sends the Customer a written notice of extraordinary termination of the Licence. In such a case, the Licence ends after 20 (twenty) calendar days have passed from sending the written notice.
7.3. The end of the Licence does not release the parties from the fulfilment of such provisions of these Terms and Conditions and the obligations arising therefrom that are meant, taking into account the nature thereof, to continue after the end of the Licence, including the duty of confidentiality and the procedure for resolution of disputes. Upon unilateral termination of the Licence, AB does not refund the Customer the amounts paid in connection with using the Software.
8.1. The Customer certifies the existence and validity of the Licence on the basis of an invoice submitted by AB and paid by the Customer or a record of use of the valid Software Licence issued by AB.
8.2. The Parties make every effort to resolve disputes and disagreements related to these Terms and Conditions or fulfilment thereof by way of negotiations. Failing agreement, the dispute is referred to Tartu County Court for resolution.
9.1. These terms and conditions of the non-exclusive licence of the Software apply to the Software versions issued as of 1 June 2016.
9.2. Newer versions of the Software may be governed by new licence terms and conditions. The Customer agrees and declares that if they exercise the right to version updates, the licence terms and conditions valid at the time of the version update will supersede these Terms and Conditions.