UAB “AB Exchange”
TERMS & CONDITIONS:
END-USER LICENSE AGREEMENT
If you have any questions about this End-User License Agreement, please feel free to contact us by email at [email protected] or chatbot https://t.me/alicebobhelp, operating within the Telegram messenger
This End-User License Agreement (hereafter referred to as “Agreement”) is concluded between you or the entity you represent (hereafter referred to as “You”, “Licensee”), as a user of our Websites (http://abex.pro and https://alice-bob.io/) (collectively, hereafter referred as “Websites”) or chatbot, operating within the Telegram messenger (https://t.me/alicebobbot) (hereafter referred as “Chatbot”), and UAB “AB Exchange” (hereafter referred to as “We”, “Licensor”, “Company”) to grant you the non-exclusive license to the Software (hereafter referred to as “Software”) and any other intellectual property items (collectively with Software, hereafter referred to as “IP”).
Software means the object code versions of the product, collectively with the updates, new releases or versions, and modifications or enhancements, owned and provided by Licensor to you.
By installing, downloading and/or using the IP, you are agreeing to be bound by the terms of this Agreement.
If you do not agree to the terms and conditions of this Agreement, the Licensee‘s use of IP is prohibited.
If you are entering into this Agreement on behalf of a company or other legal entity, you confirm that you have the authority to enter into legally binding agreements on behalf of such company or legal entity, under the relevant legislation or contract.
It is prohibited to access the Websites, Chatbot, or use the IP in any other way, if you do not agree with the terms and conditions of this Agreement and/or do not have the authority to enter into such agreement.
In case this Agreement is presented in different languages, the text in English shall prevail.
1. LICENSE AND OTHER RIGHTS
1.1. License. Subject to the terms and conditions of this Agreement, we grant Licensee a limited, non-exclusive, non-transferable, worldwide, royalty free license to use the Software and IP only and solely in conjunction with our Services. Licensor grants you the following rights provided that you comply with all terms and conditions of this Agreement: to download, install, use, access, display and run one copy of the Software and IP only as an end user of the Services.
1.2. No sublicensing. Any license rights granted hereunder are granted exclusively to you and may not be sublicensed, transferred or assigned. Any Licensee`s actions regarding the transfer and/or assignment)of the rights gained under this Agreement to third parties are equivalent to a violation of this Agreement, and any such legal action is null and void.
All title, ownership rights and intellectual property related to the IP (including, without limitation, all text, graphics, all messages or items of information, objects, the source code or algorithms, diagrams, concepts, videos, audio-visual effects, domain names and any other elements which are part of the Software and IP, individually or in combination) are owned by Licensor.
1.4. Limitation on rights. You have no right to reverse engineer, decompile, disassemble, otherwise attempt to discover the source code or algorithms of the Software, adapt, modify or alter otherwise the IP and any part thereof, disable any features of the Software, create derivative works based on the IP, make back-up copies, register as an object of intellectual property the IP or any part thereof or use the Software, the IP or any part thereof for commercial purposes, including without limitation deriving profit. Failure to comply with restrictions specified in this Agreement may lead to civil, administrative or criminal liability under applicable law. You agree, on behalf of yourself and your Affiliates, that you and your Affiliates will take no action that infringes Our intellectual property rights.
1.5. Software updates. Licensor may provide to you or make available to you updates, upgrades, supplements and add-on components (if any) of the Software, including bug fixes, service upgrades (partly or entire), products or devices, and updates, and enhancements to any Software previously installed (including entirely new versions), (collectively “Update”) after the date you obtain your initial copy of the Software in order to improve such Software or ultimately enhance your user experience. This Agreement applies to all and any component of the Update that Licensor may provide to you or make available to you after you obtain your initial copy of the Software, unless we provide other terms along with such Update.
To use the Software provided through Update, you must first be licensed for the Software identified by Licensor as eligible for the Update. The updated Software version may add new functions and, in some limited cases, may delete existing functions.
2.1. We reserve the right to change the method of access to Software and to the IP at any time to ensure the safety and security of its environment. In the event of degradation or instability of the Licensor’s systems or in an emergency, you acknowledge and agree that we may, in our sole and absolute discretion, temporarily suspend your access to the Software and IP in order to minimize threats to and protect the operational stability and security of Licensor system.
2.2. Temporal suspension of Your access to the Software and/or IP will be not equivalent to a violation of this License. The licensor is not responsible for actions aimed at protecting the IP from the actions of third parties.
3.1. Confidential Information means any non-public information disclosed by any party to another party that has been identified as confidential or which, by the nature of the information or the circumstances surrounding the disclosure, ought reasonably to be treated as confidential.
3.2. Each party shall treat Confidential Information as strictly confidential and use the same care a reasonable person would under similar circumstances. The parties agree not to use such Confidential Information except for the purposes set forth in the Agreement and shall disclose such Confidential Information only to those persons (a) whose duties justify their need to know such information and (b) who have been informed of their obligation to maintain the confidential status of such Confidential Information. The receiving party will promptly notify the disclosing party if the receiving party learns of any unauthorized possession, use or disclosure of the Confidential Information and will provide such cooperation as the disclosing party may reasonably request, at the disclosing party’s expense, in any litigation against any third parties to protect the disclosing party’s rights with respect to the Confidential Information.
3.3. Each party must hold the other party’s Confidential Information secure and in confidence, except to the extent that such Confidential Information: (a) is required to be disclosed according to the requirements of any law, judicial or legislative body or government agency; or (b) was approved for release in writing by the other party, but only to the extent of and subject to such conditions as may be imposed in such written authorization.
3.4. This Article 3 shall remain in force for five years after the termination of this Agreement unless prescribed otherwise by another Agreement or relevant legislation.
4. DATA PROTECTION
5. NO WARRANTY
5.1. The IP and all documentation are provided “as-is” and “as available” and without any warranty from us. To the full extent permitted by law, the foregoing warranties and remedies are exclusive and are in place of any and/or all other warranties, terms and conditions, or conditions either express or implied, and either in fact or by operation of law; including warranties, terms and conditions, or conditions of merchantability, fitness and use for a particular purpose, satisfactory quality, correspondence with description, and non-infringement, all of which are expressly disclaimed. No advice or information, either written or oral obtained by Licensee from Licensor or from the Software and the IP shall not create any warranty not expressly stated in this agreement and there is no other warranty provided. We do not warrant that the Software and the IP and documentation are suitable for the licensee’s use, that the Software and the IP or documentation are without defect or error-free, or that we will correct any defect or errors now or in the future or that operation will be uninterrupted.
6. LIMITATION OF LIABILITY
6.1. Except for Licensee’s indemnification obligations, under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either party to this agreement, or their affiliates, officers, directors, employees, agents, suppliers or licensors be liable to the other party or any third party for any lost profits, lost sales or business, lost data, business interruption, loss of goodwill, or for any type of indirect, incidental, special, exemplary, consequential or punitive loss or damages, or any other loss or damages incurred by such party or third party in connection with this agreement, the IP or the services, regardless of whether such party has been advised of the possibility of or could have foreseen such damages.
6.2. Notwithstanding anything to the contrary in this agreement, our aggregate liability to Licensee or any third party arising out of this agreement, shall in no event exceed one hundred Euros. Any claim arising out of or relating to this agreement must be brought within one year of the first event or occurrence giving rise to the claim.
6.3. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to the Licensee. In these jurisdictions, Our liability shall be limited to the lowest possible rate permitted by law.
7.1. The Licensee must indemnify, defend and hold harmless Licensor, its board members, officers, employees and agents from and against any and all claims (including third party claims), demands, actions, suits, expenses (including attorney’s fees) and damages (including indirect or consequential loss) resulting in any way in connection with this Agreement.
7.2. This Article 7 shall remain in force for five years after the termination of this Agreement.
8.1. This Agreement and the license granted herein commences upon the start of use of the IP by the Licensee.
8.2. We reserve the right to terminate this Agreement at any time and for any reason at Our sole and exclusive discretion. We will endeavour to provide advanced notice of any termination unless impracticable or unreasonable under the circumstances.
8.3. You may terminate this Agreement at any time upon written notice to us.
8.4. Upon termination of this Agreement, all licenses granted under this Agreement will immediately terminate unless such licenses are expressly designated to remain in force after such termination.
8.5. This Agreement shall terminate automatically if you fail to comply with any of the terms and conditions of this Agreement, you will be liable to Licensor and its suppliers for damages or losses caused by your non-compliance. The waiver by us of a specific breach or default shall not constitute the waiver of any subsequent breach or default.
9. GOVERNING LAW AND ARBITRATION
9.1. This Agreement and any dispute or claim arising out of, or in connection with, its subject matter or formation shall be governed by, and construed in accordance with the laws of the Republic of Lithuania.
9.2. Parties agree to arbitrate any dispute arising from this Agreement, except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. Parties agree to notify each other in writing of any dispute within thirty calendar days of when it arises. Notice to Licensor shall be sent to [email protected].
9.3. Any dispute, controversy, difference or claim arising out of or relating to the Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration. The arbitral tribunal shall take place in Vilnius, Lithuania, and consist of three arbiters determined by the parties. The arbitration proceedings shall be conducted in the English language.
9.4. Other than class procedures and remedies discussed above, the arbitral tribunal has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by this Agreement, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Whether the dispute is heard in arbitration or in court, Parties will not commence against the other a class action, class arbitration or representative action or proceeding.
10.1. Waiver. No failure by either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights and no waiver of a breach in a particular situation shall be held to be a waiver of any other or subsequent breach.
10.2. Severability. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent possible and the other provisions of this Agreement will remain in force.
10.3. Entire agreement. This Agreement represents the complete agreement concerning the IP and any preceding written or oral amendments are void. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.