LICENCE AGREEMENT
1. GENERAL PROVISIONS
1.1. This Software Licence Agreement (“Licence Agreement”) is composed of General Conditions of the Licence Agreement ("General Conditions") and Special Conditions of the Licence Agreement ("Special Conditions") which are integral parts of the Licence Agreement.
1.2. The Licence Agreement regulates the rights and obligations between OÜ Aktsiamaailm, registry code 11613272, address Pärnu mnt 48-72 (“Licensor") who grants the rights to use intellectual property (“Licence”) to the Licensee which can be a private individual or a legal entity (“Licensee”).
1.3. By downloading, installing, copying, opening or otherwise using the Software, the Licensee agrees to be bound by the terms of the Licence Agreement.
2. SPECIAL CONDITIONS
2.1. The Object of the Agreement
2.1.1 The Licensor grants the Licensee a non-exclusive, non-transferable Licence to use (i) the software module, (ii) the configurative software module, (iii) a part of the configurative software module (“Object of the Agreement”).
2.1.2. The part of the configurative software module is composed of two components (i) the Name of the Service and (ii) the Territory in which the Service can be used in case country-based differentiation is required. The Licensee has the right to obtain the Licence to use one or more parts of the configurative software module. Thus, the Licensee has the right to use only the part of the software module for which the Licensor has granted the Licence. Granting the Licence for the use of part of the software module does not give the Licensee the right to use the software module in its entirety.
2.1.3. The Licensee has the right to use the Object of the Agreement for demo purposes (“Demo”). The Demo version activates the full package of the Object of the Agreement for 30 days. By using the Demo version, the Licensee agrees to give the Licensor the statistics related to using the Object of the Agreement. The Licensor has the right to forward the statistics to its business partners. The Objects of Agreement which do not support registration are not available for demo purposes.
2.1.4. In the end of the Demo period, the Licensor provides the Licensee a personalised offer to obtain the Licence. After the Demo period, the Licensee has the right to use the Object of the Agreement only to the extent granted by the Licence.
2.2.Payment
2.2.1 The Licensee is obligated to pay a fee for using the Object of the Agreement to the Licensor. The amount of the fee is the price of the Object of the Agreement as stated on the Licensor’s website e-abi.ee.
2.2.2 The Licensee shall pay the fee for the Licence using one of the payment methods available on the Licensor’s website e-abi.ee. The fee for the Licence is considered to be paid when it has reached the Licensor’s bank account.
2.3. The obligations of the Licensee
2.3.1. The Licensee is obligated to register each live domain where the Object of the Agreement is installed on the e-abi.ee website in case the Object of the Agreement supports registration. If the Object of the Agreement does not support registration, then the Licensee does not have an obligation to register.
2.3.2. The Licensee must not modify the original source code in a way which would enable using the Object of the Agreement without registering it on the e-abi.ee home page.
2.3.3. The Licensee has no right to sell/rent/lend or in any other way transfer or assign the right to use the Object of the Agreement or any right or obligation under this Licence Agreement to any third party.
2.4. Contractual penalty and fine for delays
2.4.1. In case the Licensee is in breach of any obligation set forth in Section 2.3 above, the Licensee is obliged to pay a contractual penalty to the Licensor in the amount of 10 times the price of the Object of this Contract set forth in Section 2.1.1. points (i) and (ii) (“Software full package”).The price of the Software full package is sent to the Licensee together with the order confirmation.
2.4.2. If the Licensee has obtained the option (iii) set forth in Section 2.1.1 of the Object of the Agreement, then the Licensee is still obligated to pay the full price of the contractual penalty set forth in Section 2.4.1 in case of a breach of contract.
2.4.3 The Licensee is obligated to pay the contractual penalty in 30 (thirty) days from receiving the contractual penalty claim from the Licensor.
2.4.4. In case the Licensee does not pay the contractual penalty on time, the Licensor has the right to claim a fine for the delay amounting to 18 % of the sum of the contractual penalty in a year.
3. GENERAL CONDITIONS
3. Licence usage confirmation
3.1 The Licensee confirms to have carefully read, understood and agreed to the terms of the Licence Agreement before downloading, installing, copying, opening or otherwise using the Object of the Agreement.
3.2. The Licensee confirms to understand that he has been granted a non-exclusive and non-transferable Licence.
3.3. The Licensee confirms that the Licensee is solely responsible for determining the appropriate use and distribution of the Object of Agreement and assumes all risks associated with exercising the rights granted under the Licence Agreement, including but not limited to the risks and costs of program errors; compliance with applicable laws; damage or loss of data, programs or equipment; suitability for hosting; unavailability or interruption of operations.
4. Commencement
4.1. This Licence Agreement comes into force from the moment the fee for the Licence has been received in the Licensor’s bank account.
5. Scope of the Licence
5.1. The Licensor hereby grants the Licensee a non-assignable, non-transferable and non-exclusive Licence.
5.2. The Licensee has no right to grant sub- Licences to any parties.
5.3 The Licence is granted for the version of the Object of the Agreement which is currently distributed at the time in which the Licence Agreement comes into force.
6. Using the Licence
6.1. The Licensee has the right to use the Licence on all the domains belonging to the Licensee.
6.2. Software developers who have entered into a contractual relationship with the Licensee have the right to use the Licence when the Object of the Licence Agreement is used in the interests of the Licensee and according to the Licence Agreement between the Licensee and the software developer.
6.3. If the Licence Agreement is concluded by a Software Developer, then he has the right to use the License on all his demo applications. In this case, the Licensee is obligated to mention in the assigned box that the Licence has been obtained by a Software Developer. If the application has been sold or Licence has been granted to third parties, the party who has acquired the application and/or the Licence is obligated to purchase a new Licence from the Licensor within 7 (seven) days.
6.4. In case the Licensee is in breach of any obligations set forth in Section 6.3 above, the Licensee is obliged to pay a contractual penalty to the Licensor in the amount of 10 (ten) times the price of the Object of this Contract in 30 days from receiving the Licensor’s contractual penalty claim. In case the Licensee does not pay the contractual penalty on time, the Licensor has the right to claim a fine for the delay amounting to 18 % of the total sum of the contractual penalty in a year.
7. Rights of the Licensee
The Licensee has the right to:
7.1. Access, display and integrate the Object of the Agreement with their own products and use the Object of this Agreement together with their integrated product.
7.2 Adapt (by perfecting, changing or reducing) the Object of the Agreement and integrate the adapted version of the Object of the Agreement with their own product or use the adapted Object of Agreement together with their own product.
7.3 Modify the source code of the Object of the Agreement for the sole purpose of improving functionality between the Object of the Agreement or the adapted version of the Object of the Agreement together and the integrated product.
8. Obligation to register the Object of the Agreement
8.1. If the Object of the Agreement supports registration, the Licensee must register every live domain on the e-abi.ee website.
8.2. The Object of the Agreement has to be registered before the Licensee starts using it.
8.3. The Licensee must not modify the original source code in a way which would enable using the Object of the Agreement without registering it on the e-abi.ee home page. If the source code of the Object of the Agreement is modified, the Object of the Agreement sends the Licensor a message about the modification and the Licensor has the right to fully investigate any possible breaches to the Licence Agreement. If the Licensor detects a breach of the Licence Agreement, a contractual penalty set forth in Section 8.4 is imposed.
8.4. In case the Licensee is in breach of any obligations set forth in Section 8.1 above, the Licensee is obliged to pay a contractual penalty to the Licensor in the amount of 10 (ten) times the price of the Object of this Contract in 30 days from receiving the Licensor’s contractual penalty claim. In case the Licensee does not pay the contractual penalty on time, the Licensor has the right to claim a fine for the delay amounting to 18 % of the total sum of the contractual penalty in a year.
9. Technical support
9.1. The Licensee is entitled to 1 (one) year of technical support from the Licensor for one installation of the Object of the Agreement starting from the date when the Agreement is concluded.
9.2. The technical support set forth under Section 9.1 above is granted only when all the other Licensee’s software components are by default the same as the software components of the Licensor. Licensor’s technical support does not include problems with the Object of the Agreement if these problems are caused by conflicts with other software components. In this case, the Licensor offers technical support to the Licensee based on the Licensor’s price list.
9.3 If the conflict between different software systems is detected in 30 days after concluding the Licence Agreement, the Licensee has the right to terminate the Licence Agreement and demand a refund for the Licence fee in case solving the problem is not economically viable for the Licensor.
9.4 After the period of technical support set forth in Section 9.1 has ended, the Licensee has the right to purchase technical support from the Licensor according to the Licensor’s price list, provided that the Object of the Agreement is still sold on the Licensor’s website.
9.5 The Licensor guarantees end-use function (warranty) for the Object of the Agreement for 6 months after concluding the Licence Agreement.
9.6 After the warranty period set forth in Section 9.5 has ended, the Licensee has the right to purchase new versions of the Object of the Agreement for 1/3 of the selling price of the renewed software provided that the Object of the Agreement is still sold on the Licensor’s website.
10. Termination of Agreement
10.1 The Licensor has the right to terminate the Agreement immediately if the Licensee is in breach of the Agreement and the Licensor has the right to claim contractual penalty from the Licensee. The Licensor has the right to claim damages caused by the breach of contract according to applicable laws and pursue all legal remedies.
11. Responsibility
11.1 The Licensor’s responsibility for any possible claims resulting from using the Object of the Agreement is limited to the full amount paid for the Object of the Agreement.
12. Governing Law and solving disputes
12.1 All the disputes arising from the Licence Agreement are solved through negotiations between the parties. In case the parties do not reach an agreement, the disputes are brought to Harju Maakohus.
12.2 The Licence Agreement and any disputes arising from the Licence Agreement shall be governed by the laws of Estonia.
