This License Agreement (herein "AGREEMENT") is a legal agreement between you (herein "LICENSEE"), either an individual or a legal entity, and us, MG-SOFT d.o.o (herein "MG-SOFT") for the software as identified herein and associated media (herein "LICENSED SOFTWARE").
MG-SOFT is a registered trademark of MG-Soft d.o.o., Maribor, Slovenia (herein "TRADEMARK").
For purposes of this AGREEMENT, LICENSEE and MG-SOFT are severely referred to as "Party", and jointly referred to as "Parties".
LICENSED SOFTWARE is suitable only for use by software professionals and/or for use by persons under direct supervision of software professionals. Use of this software by non-professional public is prohibited. If you legally acquired software, and if you are not software professional and/or person under direct supervision of software professional contact MG-SOFT immediately. For purposes of this AGREEMENT term "OPENING OF PACKAGE" means any of the following: opening actual box containing medium or media containing the software, copying installation files from a server or other source or any other action the result of which is installation of a software owned and/or copyrighted by MG-SOFT on a COMPUTER, or creation of "license.key" whichever occurs later (herein "OPENING OF PACKAGE").
WARNING: THIS AGREEMENT RELATES TO EXACT TYPE OF LICENSED SOFTWARE YOU HAVE CHOSEN AT OR PRIOR TO THE TIME OF OPENING OF PACKAGE.
For purposes of this AGREEMENT term "copyright" refers to copyright in the countries which recognize the term as such, and material and moral author rights in the countries which recognize the term author and related rights as such (herein "COPYRIGHT")
For purposes of this AGREEMENT term "unauthorized distribution" (herein "UNAUTHORIZED DISTRIBUTION") pertains to any action having resulted in not previously permitted use of LICENSED SOFTWARE, and in particular: - to make permanent or temporary reproductions of a computer program by any means and in any form, in part or in whole. Insofar as loading, displaying, running, transmission or storage of the computer program necessitate its reproduction; - to make translations, adaptations, arrangements and any other alterations of a computer program and the reproduction of the results thereof; - to distribute the original of the computer program or copies thereof in any form, including its rental; on any computer and/or other machine possessing capability of running of LICENSED SOFTWARE.
By OPENING OF PACKAGE containing the LICENSED SOFTWARE, you agree to be bound by the terms of this AGREEMENT, notwithstanding any other terms set forth in any purchase order, order, invoice, or any other document (herein "LICENSE").
For purposes of this AGREEMENT, wording "legally acquiring" or similar refers to paying for LICENSE or other means by which such LICENSE is legally acquired.
This AGREEMENT constitutes entire agreement between you and MG-SOFT with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between you and MG-SOFT with respect to the subject matter hereof. This AGREEMENT may be amended, superseded, renewed or extended only by a written instrument signed by each of the Parties.
1. COPYRIGHT INFORMATION
The LICENSED SOFTWARE is owned and Copyright-ed by MG-SOFT. LICENSED SOFTWARE is protected by applicable copyright laws, author's and neighboring laws and international treaties.
You are eligible to install at most one copy of the LICENSED SOFTWARE per legally acquired LICENSE on at most one COMPUTER. For the purposes of this AGREEMENT a COMPUTER is a device that computes, especially a programmable electronic machine that performs high-speed mathematical or logical operations or that assembles, stores, correlates, or otherwise processes information, including one set of peripherals, especially a monitor, keyboard, and mouse. Therefore, you must treat the LICENSED SOFTWARE (including any accompanying documentation) like any other copyright material (i.e., a book or musical recording), except that you may make one copy of the LICENSED SOFTWARE solely for the backup or archival purposes and not for any other purposes such us distribution to any third party.
Any UNAUTHORIZED DISTRIBUTION of the LICENSED SOFTWARE, in whole or a part thereof, with or without license.key is strictly prohibited and will subject the distributing and/or infringing party to civil and/or criminal penalties. As a part of the terms of this AGREEMENT, you agree to promptly notify MG-SOFT of any violations of this paragraph or any other paragraph of this AGREEMENT, or any other infringement or breach of this AGREEMENT, by you or any third party.
Without obtaining appropriate authorization with MG-SOFT, the LICENSEE is not permitted to bundle the LICENSED SOFTWARE (whole or a part, with or without license.key file) with LICENSEE's products and ship them to LICENSEE's customers or end-users. Bundling of LICENSED SOFTWARE without prior written consent of MG-SOFT constitutes UNAUTHORIZED DISTRIBUTION.
This AGREEMENT shall NOT be construed as granting, either expressly or by implication, or otherwise, any rights related to any patents, model utility rights, design rights, trademarks, copyrights, trade secrets and other intellectual property rights, including and not limited to TRADEMARK.
2. TERM AND LICENSE TYPES
MG-SOFT only issues time limited LICENSE. As a rule, LICENSE is valid for ONE YEAR from OPENING OF PACKAGE. TWO and THREE YEARS are available at the time of purchase. Under specific term MG-SOFT may tolerate use of LICENSED SOFTWARE after termination of LICENSE. BEWARE: MG-SOFT MAY REVOKE PERMISSION TO USE OF LICENSED SOFTWARE AFTER TERMINATION OF LICENSE AT ANY TIME WITHOUT PRIOR NOTICE.
Each installed copy of MG-SOFT software product must be covered by an appropriate LICENSE.
MG-SOFT issues a unique license.key file for each granted LICENSE. Once the license.key is applied to the applicable software, the software product in the About window displays its unique serial number, LICENSE type (usually 'Single user license') and LICENSE status ('Active' or 'Renewable' or 'Not Renewable'). Each license.key entitles the user to install and use the LICENSED SOFTWARE per this AGREEMENT.
As a rule, MG-SOFT issues and distributes license.key in form of a file. However, MG-SOFT may at their own discretion decide to issue hard wired license.key instead of or in addition to license.key in form of a file. In such a case MG-SOFT will supply you with such hard wired license.key in form of flash drive or any other form MG-SOFT chooses at their own discretion.
BEWARE: LICENSE.KEY FILE CONTAINS INFORMATION ABOUT THE USER, PRODUCT FOR WHICH THE LICENSE IS ISSUED (INCLUDING THE EDITION OF THE SOFTWARE AND OS PLATFORM) AND THE TIME-FRAME WHEN THE LICENSE IS "ACTIVE". If you disagree with the content of LICENSE.KEY contact MG-SOFT immediately. MG-SOFT reserves the right to revoke LICENSE at any time if you fail to provide form of control of LICENSE instead of license.key containing said information.
LICENSE are issued for the selected time period (either for one year or two years or three years TIME-FRAME) and can be renewed. During the TIME-FRAME (the LICENSE is "Active") the user is eligible to download and/or install any and all software updates and/or new releases of the software that MG-SOFT provides within such TIME-FRAME from OPENING OF PACKAGE or RENEWAL.
(a) START OF LICENSE
This LICENSE is effective upon your OPENING OF PACKAGE which shall be deemed acceptance of this AGREEMENT, whether or not you actually install or operate the LICENSED SOFTWARE.
This LICENSE is valid for either one, two, or three years from OPENING OF PACKAGE depending on type of software supplied. In case of doubt, the LICENSE is valid one year from OPENING OF PACKAGE.
Each installed copy of MG-SOFT's software product must be covered by appropriate LICENSE.
MG-SOFT offers SINGLE USER LICENSE, DEVELOPER LICENSE, REDISTRIBUTABLE RUN-TIME LICENSE, and OEM LICENSE, latter not subject of this AGREEMENT. In addition, EVALUATION LICENSE is available for 30-day trials. You may only use EVALUATION LICENSE once per each type of LICENSE and per each software installed for purposes of evaluation unless specifically authorized otherwise in writing. All other uses of software covered by EVALUATION LICENSE is prohibited. Second term of EVALUATION LICENSE, whether or not enabled by COMPUTER or software, is considered UNAUTHORIZED DISTRIBUTION.
FOR INFORMATION ONLY: MG-SOFT does not offer so called "floating licenses" (wherein floating licensing also known as concurrent licensing or network licensing, is a software licensing approach in which a limited number of licenses for a software application are shared among a larger number of users over time), the reason being that many users install the software on their laptops and then use it somewhere in the field where it might be quite inconvenient for them if the software was trying to connect to some kind of licensing server in the home office in order to determine if it is eligible to start-up or not, depending on the current number of other users.
(b) TERMINATION OF LICENSE
LICENSE is terminated upon expiration of TIME-FRAME. You are authorized to continue to use LICENSED SOFTWARE after LICENSE termination until such time that MG-SOFT revokes such use at MG-SOFT discretion but you are not authorized to download and/or install any and all software updates and/or new releases of the software that MG-SOFT provides. MG- SOFT is not responsible for operation of LICENSED SOFTWARE after LICENSE has been terminated.
LICENSE may be terminated by MG-SOFT at any time for violation of this AGREEMENT.
(c) RENEWAL OF LICENSE
EVALUATION LICENSE cannot be renewed.
LICENSE except EVALUATION LICENSE is eligible LICENSE for purposes of this AGREEMENT (ELIGIBLE LICENSE). ELIGIBLE LICENSE can be renewed in accordance with this AGREEMENT. Upon termination of ELIGIBLE LICENSE you may RENEW ELIGIBLE LICENSE for additional TIME-FRAME, as a rule, for ONE YEAR, with TWO or THREE YEARS TIME-FRAMEs available at the time of purchasing. You are only eligible to RENEW ELIGIBLE LICENSE within not more than ONE YEAR after termination of ELIGIBLE LICENSE. New TIME-FRAME is computed from time of license RENEWAL.
BEWARE: LICENSE THAT HAS BEEN RENEWED IS NOT AN ADDITIONAL LICENSE, IT IS THE SAME LICENSE RENEWED FOR ADDITIONAL PERIOD SPECIFIED IN TIME- FRAME AT THE TIME OF PURCHASE OF RENEWAL.
(d) TYPE OF LICENSE
(d)(i) SINGLE USER LICENSE
For purposes of this AGREEMENT, single user is either an individual or a legal entity running LICENSED SOFTWARE on a single computer (herein SINGLE USER).
If, at the time of purchase, you selected SINGLE USER LICENSE, you have agreed to acquire SINGLE USER LICENSE (herein "SINGLE USER LICENSE") as LICENSE type. With the SINGLE USER LICENSE, you, the LICENSEE, may install at most one copy of the LICENSED SOFTWARE to at most one computer, and use it during TIME-FRAME.
During the TIME-FRAME of SINGLE USER LICENSE you are authorized to use LICENSED SOFTWARE as well as download and install all new versions and software updates upon release by MG-SOFT.
After application of license.key as provided to you under SINGLE USER LICENSE, the LICENSED SOFTWARE product displays 'SINGLE USER LICENSE' and its unique serial number in the About window. Each LICENSE entitles the user to install and use the LICENSED SOFTWARE on only one computer, i.e., each license.key file can be applied to at most one copy of the installed software. Use of license.key on more than one copy constitutes UNAUTHORIZED DISTRIBUTION.
Specifically, you are prohibited from bundling of any MG-SOFT's products and license.key under SINGLE USER LICENSE. Bundling of any MG-SOFT's products and license.key without prior specific written permission by MG-SOFT constitutes UNAUTHORIZED DISTRIBUTION.
(d)(ii) DEVELOPER LICENSE and REDISTRIBUTABLE RUN-TIME LICENSE
For purposes of this AGREEMENT, developer is either an individual or a legal entity developing products with help of LICENSED SOFTWARE on a single computer with an understanding that results of such development may be run on other computers, each of these computers in need of separate license (herein DEVELOPER).
If, at the time of purchase, you selected DEVELOPER LICENSE, you have agreed to acquire DEVELOPER LICENSE (herein "DEVELOPER LICENSE") as LICENSE type. With the DEVELOPER, the LICENSEE can install at most one copy of the LICENSED SOFTWARE to at most one computer, and may use, during TIME-FRAME, use of MG-SOFT software development kit.
For purposes of this AGREEMENT, each of computers running results of development by DEVELOPER may only run results of development by DEVELOPER if separate redistributable run-time LICENSE is provided by DEVELOPER, this redistributable run-time LICENSE terminating upon termination of DEVELOPER LICENSE, this redistributable run-time LICENSE not permitting download and installation of all new versions and software updates upon MG-SOFT release (herein REDISTRIBUTABLE RUN-TIME LICENSE).
In addition to one copy of LICENSED SOFTWARE to run as DEVELOPER you are also permitted to provide as many REDISTRIBUTABLE RUN-TIME LICENSE with results of development as you selected at the time of purchase. DEVELOPER LICENSE comprises a license for one DEVELOPER and a certain number of redistributable run-time licenses (exact number of run-time licenses depends on the licensed software development kit). This means that one DEVELOPER can install the licensed version of the development kit to his or her computer. The redistributable run-time licenses can be deployed in the development environment in order to test and debug the product through its development stages. After the product is developed, the redistributable run-time licenses can be deployed (bundled with your application) either within your company (i.e., if you were developing an in-house tool) and/or sold to your end-users (again, bundled with your application). You are eligible to redistribute in such manner only such number of MG-SOFT's run-time modules as you have received redistributable run-time licenses with the purchased software development kit. To deploy or redistribute additional copies of MG- SOFT's run-time modules please contact MG-SOFT Sales Team and order an adequate number of additional redistributable run-time licenses. YOU ARE NOT PERMITTED TO REDISTRIBUTE THE EVALUATION VERSION OF MG-SOFT'S RUN- TIME MODULES.
FOR INFORMATION ONLY: If you plan to deploy or resell large quantities of MG-SOFT's run-time modules bundled with your value-added application, you may wish to consider signing the OEM License Agreement, under which there are no restrictions on the number of the redistributed MG-SOFT's run-time modules bundled with your value-added application.
DEVELOPER LICENSE comprises privileges as set forth under SINGLE USER LICENSE. In addition to that, with each DEVELOPER LICENSE the LICENSEE receives a right to redistribute a certain number of MG-SOFT's redistributable binaries along with the developed application that relies to such MG-SOFT's binaries. Precise list of redistributable binaries covered by such license is supplied to LICENSEE at the time of purchase of such license.
(d)(iii) EVALUATION LICENSE
EVALUATION LICENSE is limited-time limited purpose permission to use LICENSED SOFTWARE in order to determine suitability of the evaluated software product, its available functions, performance capabilities and similar features (herein EVALUATION LICENSE).
If you choose EVALUATION LICENSE you are permitted to download and use LICENSED SOFTWARE for period not exceeding 30 DAYS. Upon termination of EVALUATION LICENSE you agree to either (1) purchase one of available LICENSE excluding EVALUATION LICENSE which is not for sale, or (2) or uninstall and/or destroy all copies of the LICENSED SOFTWARE.
You, the LICENSEE, are NOT PERMITTED to use the LICENSED SOFTWARE installed under EVALUATION LICENSE for any kind of commercial purposes such as testing of other software or equipment that you are developing, SNMP debugging, problem solving, stress testing, providing support, training or similar purposes.
BEWARE: YOU AGREE THAT UNDER TERMS OF EVALUATION LICENSE LICENSED SOFTWARE MAY AT ANY TIME , I.E. AT ITS STARTUP OR AT ANY POINT THEREAFTER, SEND A SNMP TRAP NOTIFICATION TO MG-SOFT SERVER INCLUDING INFORMATION ABOUT THE USER AND PRODUCT FOR WHICH THE LICENSE IS ISSUED (INCLUDING THE EDITION OF THE SOFTWARE AND OS PLATFORM).
If you would like to use a different edition of the LICENSED SOFTWARE you have an option to migrate your LICENSE to a LICENSE that will support the desired edition of the software product, for additional payment to be specified at the time of migration. (MIGRATED LICENSE).
TIME FRAME of MIGRATED LICENSE is ONE YEAR, however you have option to purchase TWO or THREE YEAR TIME-FRAME at the time of purchase. TIME- FRAME for MIGRATED LICENSE is computed from time of purchase of MIGRATED LICENSE.
BEWARE: MIGRATED LICENSE DOES NOT GIVE YOU AN ADDITIONAL LICENSE. RATHER, IT ONLY REPLACES YOUR CURRENT LICENSE WITH A NEW LICENSE. AFTER MIGRATING A LICENSE, YOUR OLD LICENSE IS REVOKED AND SHALL NOT BE USED ANYMORE.
4. LIMITATION OF LIABILITY
This is an AGREEMENT between software professionals or merchants. MG- SOFT offers no warranty for the fitness of the LICENSED SOFTWARE for any particular task, nor will MG-SOFT be liable for any loss of profits, loss of data, or any incidental or consequential damage caused by the use or misuse of the LICENSED SOFTWARE. MG-SOFT further disclaims all such consequential liability. If the software media is defective, it should be returned to MG-SOFT for repair or replacement within 10 days of receipt, postage prepaid, otherwise MG-SOFT offers no customer remedy with regard to the LICENSED SOFTWARE.
MG-SOFT OFFERS NO WARRANTY OF PERFORMANCE, EXPRESS OR IMPLIED, WITH REGARD TO THE LICENSED SOFTWARE. MG-SOFT FURTHER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE LICENSED SOFTWARE.
YOU MAY HAVE OTHER RIGHTS UNDER APPLICABLE LAWS OF YOUR COUNTRY OR STATE. WHERE SUCH MANDATORY RULES APPLY, THIS AGREEMENT IS DEEMED TO BE CONFORMED ONLY TO THE EXTENT OF SUCH MANDATORY RULES. ALL OTHER PROVISIONS OF THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT TO ACCOMPLISH THE PURPOSES SET FORTH HEREIN.
UNLESS SPECIFICALLY COVERED IN APPLICABLE LAW OR REGULATION, THE AMOUNT OF ANY REMUNERATION MAY NOT EXCEED THE PRICE YOU PAID WHILE LEGALLY ACQUIRING LICENSE.
5. UPDATES AND TECHNICAL SUPPORT
MG-SOFT will make Technical Support available to registered LICENSEES of the LICENSED SOFTWARE.
MG-SOFT may, from time to time, revise or update the LICENSED SOFTWARE. In doing so, MG-SOFT will make available such revisions or updates to you only by means of electronic delivery only within TIME-FRAME of your LICENSE. Any such revision or update shall equally be deemed subject to the terms of this LICENSE and shall not in any way be deemed an extension or modification of it, and shall not be deemed consent to any varying terms.
MG-SOFT is under no obligation to maintain older versions of LICENSED SOFTWARE once updated version of LICENSED SOFTWARE has been made available.
6. OTHER RESTRICTIONS
You, the LICENSEE may not remove any copyright marks, reverse engineer, decompile or disassemble the LICENSED SOFTWARE for any purpose whatsoever, nor may seek to imitate the "look and feel" of the LICENSED SOFTWARE, or incorporate any or all of its copyrighted elements into any product or presentation for any purpose whatsoever.
(a) Licensing Fees
MG-SOFT always quotes Licensing fees in their net values in EURO currency. On request, MG-SOFT can quote the value also in another currency displaying said currency. If currency is not displayed, quote is in EURO despite any other text to the contrary. The LICENSEE is responsible for all local tax fees and expenses, VAT, import fees, and all other charges involved in importing the licensed software.
(b) VAT and customers from EU
VAT registered customers residing in EU should provide their VAT ID number with the order. The provided VAT ID number must correspond with the BillTo address given on the order. Without providing a valid VAT ID number, MG-SOFT will add to the order total applicable VAT rate based on the location of the customer.
(c) Withholding taxes; Gross-up
All payments and amounts should be made in the full net amount without any deduction or set-off, free and clear of any deduction of any taxes, levies, imports, duties, charges, fees and withholdings of any nature, imposed by any governmental or other authority. If there is a mandatory withholding or deduction by operation of law (usually with respect to tax), the paying party shall gross-up the payment so that MG-SOFT will receive the full net total amount, as stated on the Invoice (or price quote / Pro Forma Invoice).
(d) Ordering Additional licenses
For some software products, but not all, MG-SOFT offers discounts if they are purchased in quantities of two or more licenses. Such discount is offered only when these licenses are purchased as a part of the same order. MG-SOFT does not offer discounts based on previous purchases.
(e) Delivery options
MG-SOFT delivers purchased LICENSE (packed in .zip or .tar.gz file) either (1) electronically at MG-SOFT discretion by e-mail or by providing a download URL, or by sending physical copy of a medium, or (2) physically at MG-SOFT discretion on USB Flash card sent through an express courier or other hard-wired option. MG-SOFT reserves the right to deliver LICENSE in both options (1), and (2) per this paragraph.
(f) Return Policy
In case of physical delivery (on USB Flash card), MG-SOFT accepts product returns and refund such orders only when the product is returned unopened (i.e. originally sealed). On the other hand, in case of electronic delivery, MG-SOFT does not accept product returns and does not refund such orders.
Except if otherwise specifically agreed to in writing by MG-SOFT, this License is personal between the LICENSEE and MG-SOFT. It is not transferable, and any attempt by you to rent, lease, sublicense, assign or transfer any of the rights, duties or obligations hereunder is void. Any party who obtains a copy of this License, whether or not authorized ("transferee") from a LICENSEE ("transferor") shall equally be bound by the terms of this License. MG-SOFT, however, waives no rights it may have against such transferor or transferee.
This AGREEMENT and any dispute, controversy and proceeding arising out of or relating to this AGREEMENT and the conduct of the parties hereto shall be governed by, and construed in accordance with the laws of the Republic of Slovenia to the exclusion of the rules of conflict of laws. By opening this package you consent to the jurisdiction of the courts of the Republic of Slovenia for final, binding resolution of any dispute arising from this AGREEMENT, or any action by you, in contract, or otherwise, in violation of the rights and obligations set forth herein. Any judgment of such court shall be entitled to be enforced in any court of appropriate jurisdiction. The Parties agree to use of Slovenian language during all proceedings before any court, relating to this AGREEMENT.
[Document Revision: 11/Feb/2021]