LICENCE AGREEMENT

The Licence Agreement is an agreement between :

• Customer (licence user of D2000 Programs)
• Ipesoft company (provider and owner of the copyright laws of the D2000 Programs), in using licences of the D2000 Programs, Programs documentation and in using technical support services for the D2000 Programs.
• D2000 version out of DEMO mode (including FREE version) must contain a license key issued and registered by Ipesoft company. To create a license key please contact support@ipesoft.com.

Please read carefully the following terms of the Licence Agreement. By using of a Programs licence (Programs licence installation, copying and other use for data processing in application), the Customer is to be bound by the terms of the Licence Agreement. If You do not agree to any of the terms of the Licence Agreement, we ask you for immediate return of you licence inluding media and documentation.

1. General Terms

Terms are written with the initial upper-case letter and their meaning is as follows :

1.1. The Agreement is this Licence Agreement for using licences of the D2000 Programs.

1.2. Program is a software in the form of source code or Application program owned or distributed by the Ipesoft company. Program is protected by a hardware key.

1.3. Application program is a software owned or distributed by the Ipesoft company, including D2000 systems and any updated version, for which licence the Customer has the right on the basis of the Licence Agreement and Licence Certificate

1.3. Services are Support and Maintenance, installation services and other services provided by the Ipesoft company according to the Licence Agreement.

1.4. Updated version is the following version of the Program and Documentation, which are provided in general to the Customer's licence, the Support and Maintenance are provided to. Updating will not include other version or a new product, which requires a separate licence.

1.5. Documentation are reference, user manuals and other documents supplied by the Ipesoft company, which relate to the Programs, which are the subject of the licence.

1.6. Initiation date is the date, when the Program is delivered at the Customer's address.

1.7. Specified system is a hardware (specified by the manufacturer, model, serial number and operating system).

1.8. Specified place is a place, where the Specified system is situated according to the specification in the Order.

1.9. Order is a standard paper form of the Ipesoft company for orders of Programs licences, Updated versions, transfers, Documentation and Services.

1.10. Licence Certificate is a standard paper form issued by the Ipesoft company, that authorizes the Customer to use the licence of the D2000 Programs. Licence Certificate includes the licence number (S/N) and the range under the terms described in the Licence Agreement.

1.11. Price catalogue is a summary of prices, which are valid when the Order is accepted.

2. Licences

2.1. Provided rights
2.1.1. The Ipesoft company provides the Customer a non-exclusive licence within the range described in the Licence certificate for the following internal needs of the Customer

       a) implementation, execution, saving, transfer and performance of the Programs on the Specified system at the Specified place

       b) modification of the Programs or thier combination with other software products provided that the Programs and their parts, which could be a part of such derrived program products, remain the property or will be assigned to the Ipesoft company and they will follow the term used in the Licence Agreement.

       c) implementation, execution, saving, transfer and performance of the Programs on other hardware with the same operating system, while it is not possible to use the Programs on the Specified system. The Contractore will notify in a writing the Ipesoft Company of the alternate hardware.

2.1.2.     Providing that there is a restriction of the user count or other restriction described in the Licence Certificate, the licence for using the Program will be restricted by the corresponding way.

2.1.3.     The Customer has not the right to use the Program with another subject, to hire it, to give it for agency services or to use it for training third parties, if these activities are not reconditioned by another Agreement.

2.1.4.     The Customer must not cause or enable making a program on the basis of an analysis of the Program, disassembling the Program, compilation or adaptation, except for the case, if the Customer will not get the consent and information required to create programs able to cooperate with the Programs and which do not broke intangible rights within the reasonable time since the request in writing was presented.

2.1.5.     The customer has no right to use codes stored on data media other than the data media, for which the licence for using the Programs was issued.

2.1.6.     The Customer gets a non-exclusive licence for using the Documentation as a support for authorized use of the Programs.

2.1.7.     Following the Licence Agreement, the Customer only gets the right to use the Programs, Documentation and data media, by means of which the Programs or documentation provided according to the terms and conditions of the Licence Agreement, and doesn't get any property rights or any rights. All righst, legal claims and concerns to the Programs or Documentation, as well as to all modifications, improvements and derrived versions will always be the property of the Ipesoft company, or they will be assigned to the Ipesoft company. The Customer agrees to make out all documents required for assignment or admission of any intangible rights of modifications, improvements or derrived versions to the Ipesoft company.

2.1.8.     Another Programs (so-called embedded programs) can be embedded in the Application Programs or they can be distributed as a part of the Application programs. The Customer right to use a program embedded in an Application Program or distributed as its part is restricted to implement, execute, save, transfer or perm the Application Programs. The Customer has no right to use embedded Programs out of range of the Application programs.

2.2.        Assignment and transfer

2.2.1.     The rights provided the Customer by the Licence Agreement are destined exclusively for thge Customer and they can be neither assigned nor transferred to a third party without the previous approval of the Ipesoft company in writing.

2.2.2.     Programs can be transferred on another hardware with analogous configuration or the Specified system can be relocated to another place within the Customer's company on receipt of the provisional approval of the Ipesoft comapany. Transferring the Programs from the Specified system to another or increasing the number of Programs users on the Specified system in case of a licence specifying a certain number of users or tranferring to another operating system is subject to tranfer or upgrade charges according to the valid Price catalogue.

2.3.        Documentation

The Ipesoft company provides one copy of the Documentation for each licence. Copying the Documentation and another reference documents is not allowed without previous approval of the Ipesoft company in writing.

2.4.        Verification

Following a Ipesoft application form in writing, that will not be put more than once a year, the Customer provides the Ipesoft company a signed report which

a)        confirms that the Programs and Documentation are used in accordance with the terms of the Licence Agreement

b)        contains a list describing position, types and serial numbers of all the hardware components used for performance of the Programs

c)        defines the number of user of the Programs

d)        specifies the number of copies of each of the Programs.

On the basis of a notice, the Customer agreeds to provide the Ipesoft company access to the Customer's application server, where the D2000 Actis system licences operate in order to verify use of the Prgrams and Documentation. If such an ainspection detects an unauthorized use of copies of the Programs and Documentation by the Customer, the Ipesoft company reserves the rights to charge the Customer for the costs of the inspection.

2.5.        Unauthorized use

While the customer makes unauthorized holding or use of the Programs or Documentation and this can be understood as a breach of obligations on the Customer's side. Then regardless of other rights and judicial remedies, the Customer is obliged to to pay such an amounth, which should be paid to the Ipesoft company in case of providing an authorisation to use the Programs or Documentation in a given way. All such payments will be set according the Price catalogue of the Ipesoft company.

2.6.        Technical restrictions

The Customer takes into consideration and agrees that the Programs can include technical constraints, which restrict the use of the Programs in a wider scale than is defined by conditions of the Customer's licence.

3.         Order, delivery, lending

3.1.        Order

The Customer receives a licence of the Programs when a valid order is delivered. Each licence of the Programs and Documentation represents individual and independent licence.

3.2.        Delivery

For each of the licence Programs, delivery of which has been agreed under this Licence Agreement, the Ipesoft company shall deliver one copy of the Programs stored on the data media specified by the Order along with the hardware key and one copy of the Documentation to the address stated in the Order. The Customer shall acruires the righyt to use the Programs as soon as the licence payments scheduled in the Price catalogue are to be paid.

3.3.        Lending

The Ipesoft company can provide the Customer a licence of the Programs within a limited time period in order to test the fitness for the Customer's purposes. The Customer is obligated to follow the terms defined by the Licence Agreement, which are related to the use with and disposal of the Progrms. Number of the licences provided by this means is limited and they are granted by the Ipesoft company.

4.         Support and Maintenance

4.1.        Agreement

The Ipesoft company and the Customer can agreed on provoding a Support and Maintenance which shall be consistent with the terms of the Licence Agreement when they are to be provided the Customer. Each time period when the Support and Maintenance is provided, means to be an individual and independent duty.

4.2.        Support and Maintenance

For all licences with agreed Support and Maintenance, the Ipesoft company shall provide the following services within the time period of one year since the Initiation date :

a)        consulatncy for the use of the Programs by telephone

b)        makes and a reasonable effort to identify and rectify defects declared by the Customer for the version of the Programs on the assumption that the Programs have not changed and they have operated on the Specified System.

c)        the right to obtain a copy of the Updated versions and aditions of the Documentation of the Licence Programs if and when they shall be available. To prevent from doubts, none of the facts decribed herein doesn't undertake the Ipesoft company to create any specified  Updated versions.

4.3.        Support of previos versions

For the previous versions of the Programs, the Support and Maintenance shall be provided within the time period of six months since the Updated version is generally released.

4.4.        Support of Aplication programs

Support and Maintenance described in the article can be provided for the Application Programs on the assumption that the Customer have not modified the Application programs, until the Ipesoft company issues the approval in writing. If the Ipesoft company agrees to provide the Support and Maintenance for the Application programs, it will have no duty to provide the Support and Maintenance or to fix any defects and errors or to provide updates for any of the modifications of the Application programs. If the Customer requires these services for modified versions of the Application programs, the Ipesoft company can provide such services, which are subject to the standard payments valid in given time period.

5.         Warranties

5.1.        System functions

The Ipesoft company guarantees that the Program if is not to be modified in any way, shall be able to execute functions described in the documentation providing that the functions will be executed on the Specified System.

5.2.        Data media

The Ipesoft company guarantees that the tapes, diskettes, CD Roms and other media provided by the Ipesoft company shall not show defects caused by the production or material in the standard use within the time period of six months since the program licence starts.

5.3.        Services

The Ipesoft company guarantees that all services shall be performed in the professional quality corresponding to generally recognized standards and practices.

5.4.        Restrictions

5.4.1.     The Ipesoft company does not guarantees that the Program or Documentation shall meet the Customer's requirements, that the Program shall work under the conditions defined the Customer, that the Program shall work with no interruptions or malfunctions even if all the malfunctions are to be fixed.

5.4.2.     Warranties and conditions settled by the Licence Agreement are anabled by legal rules in some extent, and they substitute other warranties and conditions expressed or implied, including and with no restriction of any implied warranties and conditions of sale and the fitness for particular purpose.

6.         Rights of Intelectual property, warranty and compensation

6.1.        Warranties

On the basis of the terms and conditions listed below, the Ipesoft company guaranties that using the Program and Documentation in compliance with the terms of the Licence Agreement the Customer shall not violate the copyright and patent rights for design registration, which are enforceable by a third party.

6.2.        Liability

The Ipesoft company shall assert at its own charge any claim raised against the Customer, which presents that the Program or Documentation provided and used within the Licence Agreement violate any copyright law, patent or pattern, which are protected in a specific area and the Ipesoft company shall pay for all costs and claims quite recognized, on the assumption that the Customer shall inform the Ipesoft company in writing of such a claim within 30 days since the claim was decided and shall provide the Ipesoft company information, adequate help and exclusively delegation to assert and carry out the claim

6.3.        Conditions

The Ipesoft company is not responsible for raising any claim due to infraction of regulations, which is based on :        

a)  use of a replaced or modified version of the Program or Documentation in case if possible to prevent from infraction of regulations by using a current unchanged version of the Program or Documentation, which the Ipesoft provide or offered to provide to the Customer or

b)  combination, operation or use of any Program with the software, hardware or other materials, which was not provided by the Ipesoft company if using the Program and Documentation  without the mentioned software, hardware or other materials could prevent from such a infraction of regulations.

6.4.        Legal remedies

When raising or solving these claims or when the Ipesoft company, upon reasonable grounds, admits that using the Program or Documentation in fact caused infraction of regualtions, the Ipesoft company, at its own charge, is allowed to :

a)            modify the Program or Documentation so that they shall be in compliance with legal regulations; or

b)            take out a licence for the Customer to continue the use of the Program or Documentation; or

c)            cancel the licence of the Program or Documentation, which are in conflict with legal regulations and to repay in the amount of the price paid for the Programs and  Documentation.

6.5. The Ipesoft company is liable for infraction of other intellectual property laws.

7.         Validity and termination of licence

7.1.        Validity

Validity of each licence granted upon the Licence Agreement begins with the Initiation date and is valid without let-up (unless otherwise specified in the Order), unless the validity is terminated by the terms of the Licence Agreement.

7.2.        Termination of licence

The Ipesoft company has the right to terminate the validity of any licence of the Programs, if the Customer does not pay for all licence payments as included in the invoice for the licence of the Programs.

Each of both sides has the right to terminate the validity of any licence of the Programs or Services provided by the Contract, for reasons of a breach of licence terms or services by the other side on the assumption that the breach was not put in order within of receipt of the notice in writing that specifies the breach.

7.3.        Effect of termination

Termination of the valididty of this Licence Agreement or any licence granted by this Licence Agreement does not discharge of the obligation to pay all the payments arisen before termination of the validity of this Licence Agreement.

7.4.        Return of the Programs and Documentation when terminating the licence

If the validity of any licence granted by this Licence Agreement or a licence is terminated in accordance with the terms of this Licence Agreement, the Customer is obligated immediately to:

a)            finish the use of particular Program, Documentation

b)            confirm in writing to the Ipesoft company that the Programs and Documentation and all of their copies was destroyed or returned to the Ipesoft company.

Returning the Programs and Documentation is performed at Customer's expenses. The request concerns copies of the Programs and Documentation in all forms, their parts or the whole, on all computer media types and memories.

8.         General provisions

8.1.        This Licence Agreement is agreed between the Customer and the Ipesoft company.

8.2.        This Licence Agreement includes all conditions for the use licences of the Programs at Customer's side. A part of this Licence Agreement is a Licence Certificate.

8.3.        This Licence Agreement and facts arising from it shall comply the legal regulations of the Slovak Republic.