This End User License Agreement ("EULA") is a legal agreement between you ("User" or "You") and Dyvixion ("Company"), governing your use of the Dyvixion software ("Software"). By installing, copying, or otherwise using the Software, you agree to be bound by the terms of this Agreement.
Particularly draw attention to: Automatic Renewal: If you're a subscription customer, your license will automatically renew on an annual basis (see clause 7). Limitation of Liability: Dyvixion limits its liability to users of its software products (see clauses 13 and 14). Data Collection and Use: Dyvixion may collect and use certain data as described in clause 17 EULA Acceptance: By downloading or using the software, you acknowledge that you have read, understood, and agreed to the terms of the EULA. Consumer Cancellation Rights: Consumers who purchase software directly from Dyvixion have the right to cancel the contract and receive a full refund before installing the software or logging into the software, as per clause 8. This does not affect consumer rights concerning defective products or services.
Dyvixion grants you a non-exclusive, non-transferable license to use the Software in accordance with the terms of this Agreement.
For each software product that you purchase from Dyvixion, the product will be licensed (and not sold) to you under the terms of the subscription license model. Exceptions include the Start Free License and the Starter License. The Starter License is restricted to a maximum of one per company. Should a company require additional licenses, it must obtain a Business License.
A license key is required to use the software. Exception is the free version when the days are counting down. Wheb the counting down is over a starter or business license is required. The licensee is authorized to use the software only in machine-readable, object code form .It is prohibited to rent, sell, sublicense, share, or transfer the software to third parties. Circumventing license keys or security mechanisms, or attempting to discover the software's source code, is not allowed. Activating functionalities not available in the purchased version of the software is forbidden. Modifications, translations, or derivative works based on the software are not permitted. The software may only be used for the licensee's own projects. Allowing third parties (other than authorized employees) access to the software or documentation is prohibited. The licensee must not engage in actions that could harm the intellectual property rights of the manufacturer or third parties.
Although the license agreement stipulates that Dyvixion has the rights of the software and the source code, their is one point to name here.
Source Code Use: If Dyvixion agrees to provide the source code to the licensee, the licensee may use the source code to improve the software for its own internal use. This use must comply with all other restrictions outlined in the agreement.
No Warranty or Support: Dyvixion offers no warranty or support for the source code, libraries, or any modifications made by the licensee. The licensee must indemnify Dyvixion from any liability if their modifications infringe on third-party intellectual property rights.
No rights are granted to the Licensee regarding the trademarks, patents, trade secrets, or other intellectual property rights of Dyvixion or any Third Party Licensor. The Licensee is only permitted to use these marks for promotional purposes with Dyvixion's prior written consent.
The rights granted to the Licensee under this EULA are conditional on the Licensee's timely payment of the license fee payable to Dyvixion or Dyvixion's reseller. Unless otherwise stated in clause 8.8, the license fee must be paid in full as a single payment.
The Licensee agrees to pay the following fees to Dyvixion: (a) the license fee as notified by Dyvixion (or its reseller) at the time of the initial purchase of the license; and (b) for any Subscription Auto-renewal Period for a Subscription License, the license fee as notified by Dyvixion (or its reseller) around the applicable Renewal Date, including any applicable taxes or duties.
In the case of Non-Commercial Dyvixion Free or Trial Licenses, the fact that no license fee may be payable shall not be construed as a waiver by Dyvixion of any right or remedy available to it regarding any breach by the Licensee of this EULA or the Agreement, or any other rights or remedies arising under applicable law, all of which are expressly reserved.
The subscription license is limited to an initial subscription period of twelve months, with automatic renewals (auto-renewal) unless terminated earlier.
The license begins as soon as Dyvixion accepts the order and issues a license key.
Unless the licensee opts out of auto-renewal, the license will automatically renew for another twelve months on each anniversary of the start date.
Dyvixion will send at least two reminder emails before the renewal date to inform the licensee of the upcoming renewal.
The subscription license can include access to certain maintenance and support services, contingent on timely payment of the license fees.
Licensees must email at least 7 days prior to the renewal date to opt out of automatic renewal.
Dyvixion reserves the right to increase the license fees, with a minimum notice of thirty days prior to the renewal date.
For licenses paid in installments, the fee is due at the start and each renewal date, payable in twelve monthly installments. If a payment cannot be processed, the license will terminate automatically, and the licensee will remain liable for the remaining balance.
The licensee can cancel a license within 14 days of the purchase date to receive a full refund. After cancellation, the software can no longer be used. The right to a refund is lost once the software has been installed. Refunds are not available after the 14-day period, including for subscription licenses. To cancel or request a refund, contact Dyvixion via info@dyvixion.com.
If the licensee has purchased maintenance and support services from Dyvixion for any product licensed under this EULA, or if the licensee is entitled to receive maintenance and support services for a subscription licence, then Dyvixion shall provide those services subject to the terms of its Maintenance and Support Agreement. Dyvixion may from time to time and at its sole discretion vary the terms and conditions of the Maintenance and Support Agreement.
The licensee agrees to cover and hold Dyvixion harmless from any claims related to local, state, or national taxes (excluding those on net income), duties, tariffs, or other charges arising from or connected to the transaction outlined in the agreement.
Dyvixion guarantees that for a duration of ninety (90) days following the Licensee's initial download of the Software (“Warranty Period”): (a) the Software will, when used correctly on the designated operating system, function in substantial alignment with the features outlined in the Documentation; and (b) the Documentation accurately represents the operation of the Software in all significant respects.
If the Licensee reports in writing to Dyvixion any defect or malfunction in the Software within the Warranty Period, which prevents it from performing as described in the Documentation, Dyvixion will, at its discretion, either repair or replace the Software, provided that the Licensee supplies all relevant information necessary to identify, reproduce, and fix the defect or malfunction. This warranty does not extend to any defects or malfunctions resulting from unauthorized use or modifications made to the Software by individuals other than Dyvixion. For Licensees who are consumers, this warranty complements any legal rights they may have concerning defective or inaccurately described Software or Documentation.
Dyvixion does not guarantee that the Software or Documentation will fulfill the Licensee’s specific requirements or that the Licensee's experience with the Software will be uninterrupted or free of errors.
The licensee agrees to indemnify and defend Foundry, the third-party licensors, and their respective affiliates, employees, and representatives against all claims and costs arising from or related to any modifications of the software or documentation made by the licensee or affiliated persons, if these modifications infringe on the intellectual property rights of third parties. This includes legal fees, judgments, and settlements.
This clause applies where the Licensee is a business user. The Licensee acknowledges that the Software has not been developed to meet its individual requirements, and it is therefore the Licensee's responsibility to ensure that the facilities and functions of the Software, as described in the Documentation, meet such requirements. The Software and Documentation are supplied solely for the Licensee's internal use for its business and not for resale or for providing the Software (whether directly or indirectly) to third parties.
Dyvixion shall not be liable to the Licensee, its affiliates, officers, directors, shareholders, employees, agents, or other representatives for any indirect or consequential loss or damage, including loss of profits, sales, business, or revenue, business interruption, loss of anticipated savings, loss or corruption of data or information, loss of business opportunity, goodwill, or reputation. Regarding any other losses, Dyvixion's maximum aggregate liability under or in connection with the Agreement, whether in contract, tort (including negligence), or otherwise, shall be limited to the greater of €3,000 (three thousand EU) or a sum equal to the License Fee.
Nothing in the Agreement shall limit or exclude Dyvixion's liability for death or personal injury resulting from negligence, fraud, or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by applicable law. This EULA outlines the full extent of our obligations and liabilities concerning the supply of the Software and Documentation. Except as expressly stated in this EULA, there are no conditions, warranties, representations, or other terms, express or implied, that are binding on Dyvixion. Any condition, warranty, representation, or other term concerning the supply of the Software and Documentation that might otherwise be implied into, or incorporated in, the Agreement, whether by statute, common law, or otherwise, is excluded to the fullest extent permitted by law.
This clause applies where the Licensee is a consumer. The Licensee acknowledges that the Software has not been developed to meet the Licensee’s individual requirements, and that it is therefore the Licensee’s responsibility to ensure that the facilities and functions of the Software, as described in the Documentation, meet such requirements. The Software and Documentation are only supplied for the Licensee’s domestic and private use. The Licensee agrees not to use the Software and Documentation for any commercial, business, or resale purposes, and Dyvixion has no liability to the Licensee for any loss of profit, loss of business, business interruption, or loss of business opportunity.
Dyvixion is only responsible for loss or damage suffered by the Licensee that is a foreseeable result of Dyvixion’s breach of the Agreement or its negligence. Dyvixion is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of a breach or if they were contemplated by the Licensee and Dyvixion at the time of forming the Agreement. Our maximum aggregate liability under or in connection with the Agreement, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the greater of €3,000 (three thousand EU) or a sum equal to the License Fee.
Nothing in the Agreement shall limit or exclude Dyvixion’s liability for death or personal injury resulting from our negligence, fraud, or fraudulent misrepresentation, or for any other liability that cannot be excluded or limited by applicable law.
This Agreement becomes effective upon the Licensee’s download of the Software and remains in effect until it is terminated or expires. If the Licensee breaches the Agreement, Divixion may terminate the License immediately by notifying the Licensee.
Upon termination or expiration of the Agreement, the License will immediately cease, and the Licensee must stop using the Software and Documentation.
Divixion reserves the right to suspend or terminate the License at its discretion by notifying the Licensee if the Licensee fails to pay any amount due to Divixion or its reseller, whether under this Agreement or any other software license, or if the Licensee violates any terms of the Agreement.
Divixion may also terminate this Agreement if the Licensee becomes bankrupt, insolvent, or reaches an arrangement with creditors. The Agreement will automatically terminate without further notice if the Licensee goes into liquidation.
The Licensee acknowledges that the Software (including any Source Code licensed to the Licensee) and Documentation are proprietary and confidential information of Dyvixion or, where applicable, third-party licensors. All such information, along with any related communications (collectively referred to as "Confidential Information"), constitutes an important trade secret of Dyvixion and/or third-party licensors.
If the Licensee is a business user, they may disclose Confidential Information only to employees who are working on an Authorized Project and have a legitimate need to know. The Licensee must also inform those employees that the Confidential Information is to be used solely as authorized under the Agreement. The Licensee may not share or make the Confidential Information available to other employees or third parties without the explicit written consent of Dyvixion.
The Licensee agrees to reasonably separate the Confidential Information from other confidential materials to avoid commingling. Additionally, the Licensee must implement adequate security measures, at least equal to those used to protect its own confidential information, to safeguard the Software, Documentation, and any other Confidential Information. Dyvixion may request certain security measures as part of the software's usage, which the Licensee agrees to follow.
This obligation does not apply to information that becomes public, was lawfully in the Licensee's possession before receiving it, or is independently developed by the Licensee without violating this clause. The Licensee recognizes that monetary damages may not be a sufficient remedy for unauthorized disclosure, and Dyvixion is entitled, without waiving other rights, to seek injunctive or equitable relief through a competent court.
The Software may include mechanisms to collect limited information from Licensee’s computer(s) and transmit it to Dyvixion, including the ability to locally cache such information on Licensee’s computer. This information (the “Information”) may include details about Licensee’s hardware, the operating system(s) in use, the location of Licensee’s computer(s), and the profile and extent of Licensee’s use of the different elements of the Software and other Dyvixion software.
Dyvixion may use the Information to:
- 1. Model usage profiles, hardware, and operating systems collectively across its customer base to focus development and support;
- 2. Provide targeted support to individual customers;
- 3. Ensure that Licensee's usage of the Software complies with the Agreement and does not exceed any user or usage limits;
- 4. Inform Licensee of service issues such as available upgrades and maintenance expiry dates.
If any Information is confidential to Licensee, it shall be treated as such by Dyvixion once Licensee notifies or identifies it as confidential when first providing the Information by writing.
Clause 5, and clauses 11 to 16 inclusive shall survive any termination or expiration of the Agreement.
If any software made available under the Agreement is subject to restrictions on export and/or re-export from the United States, the Licensee agrees to comply with applicable international, national, state, regional, or local laws and regulations, including but not limited to the U.S. Export Administration Act, the Export Administration Regulations, and other relevant U.S. laws. The Licensee must not act or fail to act in any way that would violate these laws, including the U.S. Foreign Corrupt Practices Act.
The Licensee agrees not to export or re-export, directly or indirectly, Dyvixion’s software, related products and services, or any technology that incorporates, contains, or is a direct product of Dyvixion’s software, products, and/or services:
- 1. In violation of U.S. export laws.
- 2. To any country for which an export license is required, without obtaining the necessary approvals.
- 3. To any country, or national or resident of a country, that is subject to trade embargoes imposed by the United States.
- 4. To any person or firm on any government agency’s list of blocked, denied, or barred persons or entities, including but not limited to the U.S. Department of Commerce’s Denied Persons List and Entities List, and the U.S. Treasury Department’s Specially Designated Nationals List.
- 5. For use in any nuclear, chemical, or biological weapons, or missile technology end-use, unless authorized by the U.S. Government through regulation or specific license.
Unless the Licensee is a consumer, the Agreement is the exclusive agreement between the parties and supersedes all prior oral or written arrangements. The Licensee acknowledges that they have not relied on any unrecorded representation or warranty when entering into the Agreement. Modifications to the Agreement can only be made in writing by Dyvixion.
The failure of either party to enforce rights does not waive those rights for future instances. The Agreement and any disputes will be governed by the law of The Netherlands, and the parties irrevocably submit to the non-exclusive jurisdiction of the Dutch courts, unless the Licensee is a consumer.
Dyvixion may refer to the Licensee as a client or user of the software and use its logos, but must cease such practices upon the Licensee's request.
The Licensee must provide Dyvixion with an email address for communication regarding the Agreement and notify any changes to that email. It is the Licensee's responsibility to keep this email up to date, as Dyvixion will use it for important notifications, including the automatic renewal of licenses.
Last updated 24 October 2024
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