End User License Agreement

FOR ALL EMISIA PRODUCT(S)

IMPORTANT – READ CAREFULLY: This License Agreement is a legal agreement between you (either an individual, a public entity, or a private company) and EMISIA S.A. for all EMISIA products which covers your use of our software product(s) that accompany this EULA and related software components, which may include associated media, printed materials, and “online” or electronic documentation. All such software and materials are referred to herein as the “Software Product”, or the “Product”, or the “Software”.

You confirm that you accept and agree to be legally bound by all terms and conditions of this Agreement by downloading and/or installing and/or using the “Product”. If you do not accept these terms, do not download, install or use the “Product”.

If you are representing a business and/or entity, you acknowledge that you have the legal authority to bind the business and/or entity you are representing to all the terms and conditions of this AGREEMENT. If you disagree with the terms of this agreement, then you are not entitled in installing, copying, or using EMISIA product(s). No refund is available in such a case.

DEFINITIONS

When we use the phrase “the Product” or “the Software” in this EULA, we mean all the things that together come from or are created by using the computer program or data. Specifically, the software code and related screens, logical operation and organization of the program and data, the Help and Tutorial illustrations and textual content, multimedia on screen or printed examples and printed manuals, screen layouts and designs, unique nomenclature, etc.

When we use the term “the Data”  we mean any piece of information that is revealed by, reported by, extracted or exported from, learned or discerned from, the operation of the Software, whether text, in a database format, vector and “boundary” data and other thematic output, and any other conveyance of fact that is contained within. The data that is associated with, and may be contained within the Product comes from a variety of sources public and private, and EMISIA spends considerable effort selecting, testing, enhancing, enriching, processing and preparing the data for use. Some Data, in whole or part, can be separately licensed to you, as an independent Product, according to the Terms of this Agreement as will be set out below.

The Data, either as part of the Software or as an independent Product, is not public domain. It is the result of extensive and creative selection, correction, enrichment, verification, and other creative and analytical forms of enhancement by many professionals associated with EMISIA and contains proprietary elements.

When you extract data from any EMISIA product, you do not own it, and it is not your property nor is it public domain. It remains the copyrighted property of EMISIA S.A. and you have a license to use it only as per the terms and conditions of this EULA. The Data (see above) you modify, print, reproduce, or export, are copyrighted by EMISIA S.A.

Any reports, graphs or other visual elements are not clip art, and they are not in the public domain, and they are not your property.

The EMISIA Software product and any Data or other output may only be used pursuant to the terms of this Agreement.

Some EMISIA products (Copert Street Level, Sibyl) are licensed on an annual subscription basis, not sold.. Other EMISIA Products such as Copert and Copert Australia are licensed, not sold and general license terms are applicable.

GRANT OF LICENSE

EMISIA grants you the following rights provided that you comply with all terms and conditions of this License:

SUBSCRIPTION

In consideration of you paying the Subscription Fee, we grant you a non-exclusive, non-transferable right to access and use the Subscription Software during the Subscription Period in accordance with this Agreement.

The Subscription is personal to you. You may not rent, lease, sub-license, sell, pledge, assign the benefit or delegate the burden of this Agreement or hold this Agreement on trust for any other person.

GENERAL LICENSE

In consideration of you paying the Applicable Fees, we grant you a non-exclusive, non-transferable right to access and use the current Product version perpetually.

Except as stated in this Agreement, you have no right to use, incorporate into other products, copy, publish, display, modify or translate the Product under a Subscription or a General License basis, or any modification, adaptation or copy of the Product or any part thereof.

You shall not use the Product to manufacture or distribute a product that is substantially similar to or competitive with our software.

NAMED USERS

You are responsible for providing accurate, current and complete information when activating your subscription, and for maintaining the confidentiality of your logon ID and password (License Key). If you become aware of any unauthorized use of your subscription or account information, you will notify us immediately. The Software may be accessed and used by up to the maximum number of specific, individual users from within your organization for which you have paid fees (“Named Users”).  You have the right to install and use one copy of the Product on a single personal computer owned or controlled by you.   Each Named User will be assigned a unique identifier (License Key) for access to the Software. A Named User’s ID and password may be shared with up to three (3) other individuals; within the entity. However subject to the restriction on sharing or pooling a Named User’s access between multiple individuals set out below, you may replace a Named User with another individual a) provided the number of Named Users does not exceed the number 3 and b) acknowledging the fact that the multiple users may not use the Product at the same time on different computers. If you exceed or wish to increase the number of Named Users using the Software, additional fees will apply.

30 DAY TRIAL USE LICENSE

If any EMISIA product(s) you have obtained is marked as a “TRIAL” or “EVALUATION,” you may install one copy for evaluation purposes only, for a period of 30 calendar days from the date of installation (“EVALUATION PERIOD”).You may not use it for any purpose other than that, and you may not transfer it to any third party for any reason. Upon expiration of the EVALUATION PERIOD, any EMISIA product(s) must be uninstalled and all copies destroyed.

You MAY NOT REDISTRIBUTE files created by EMISIA product(s) if using an evaluation or trial version. We grant you the right to use the Software, either on a Subscription or on General License basis for the Evaluation Period. The length of the Evaluation Period is confirmed on the relevant product page for the Software on our website.

During the Evaluation Period, you hereby agree that the Software is provided AS IS with no representation, guarantee or warranty of any kind as to its functionality, quality, performance, suitability or fitness for purpose. All other terms, conditions, representations and warranties expressed or implied whether by statute or otherwise are hereby expressly excluded.

We shall not be liable for any claim, damages or other liability arising from or in connection with your use of the Software during the Evaluation Period.

Before or upon expiry of the Evaluation Period:

(a) if, in your sole opinion, the Subscription Software has met your requirements, and you wish to continue to use the Subscription Software beyond the end of the Evaluation Period, you can decide whether to obtain the equivalent full paid up Fee version. Once the appropriate License Key has been obtained, this Agreement shall continue in force.

(b) if you decide that the Software does not meet your requirements, or otherwise do not wish to enter into a paid up full version, then you shall destroy the Software received from us or made in connection with it and all documentation relating thereto. Any rights of yours to use the Software shall cease. The Software contains an automatic disabling mechanism that prevents its use beyond the permitted trial, evaluation or demonstration period.

RESERVATION OF RIGHTS AND OWNERSHIP

EMISIA reserves all rights not expressly granted to you in this License. All EMISIA S.A. products are protected by copyright laws. EMISIA  S.A. owns the title, copyright, and other intellectual property rights of EMISIA S.A. product(s). This License does not grant you any rights to trademarks or copyrights of EMISIA S.A.

The result of using the Product is often an electronic body of facts, also called “the Data” or the “EMISIA Data”. It remains EMISIA Data whether it is in the form of MICROSOFT EXCEL file, MICROSOFT ACCESS file, ASCII text, a dBaseR file, a paper table or print out, a thematic report or chart, or some other tangible conveyance of facts or information. It remains EMISIA Data whether it is used by itself, or as incorporated into another body of information such as a report or data set. It remains EMISIA Data if it is imported into another software program, such as an analysis program (MATALAB, SASR, MICROSOFT EXCEL, etc.) or otherwise, manipulated, and then used as a report, data set, or other expression of data or information in any manifestation.

Anything that is contained within the Product, whether or not you used the Software to access or extract this material, or used some other method to obtain it, in electronic, paper or other form, or otherwise as a result of accessing, selecting, organizing and displaying the Data, all of this is called “the Data” or “Output”, and is licensed, copyrighted property of EMISIA S.A. and your use of it in any fashion is subject to the terms and conditions of this End User License Agreement.

Without limiting the generality of the foregoing, you acknowledge that the Software contains trade secrets and subject to applicable laws, you agree that you will not: (a) copy the Software or reprint or reproduce any content thereof, except as permitted under this Agreement or for your own internal business purposes; (b) modify, adapt or translate the Software, except as permitted under this Agreement; (c) de-compile, reverse engineer or disassemble the Software or otherwise attempt to reduce the Software from object code to source code or reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Software by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions); (d) use the Software to develop any works which are functionally compatible or competitive to the Software or create any works which are derived from the Software (using the Software to produce reports or other tasks permitted by the Software are not deemed to be works derived from the Software); (e) lease, rent, loan, sell, sub-license or distribute the Software outside your organization or to a third party (including, using the Software on a time-sharing basis, for service bureau purposes, or for the provision of a fee generating service directly or indirectly to third parties) without the prior written consent of EMISIA S.A. (f) utilize any equipment, device, software, or other means designed to circumvent or remove any security mechanisms or form of copy or usage protection used by EMISIA S.A. in connection with the Software; (g) combine the Software with any other software (including open source software), where the combined software is subject to the GNU General Public License or any other license that requires the combined program or the Software and its source code to be made freely available; (h) publicly disseminate or disclose performance information or analysis on the Software, including any results of benchmark tests run on the Software; or (i) use the Software in any manner that violates any applicable law or regulation.

You hereby agree to refrain from any action which would diminish our Intellectual Property Rights in or relating to Products which would call those rights into question.

PROPRIETARY NOTICES

You may not delete or alter any disclaimers, warnings, logos or other proprietary notices accompanying the Software or any permitted copy.

FEES

You will pay the applicable fees for the 12 month subscription as demonstrated on our website, or other applicable fees as well as any applicable taxes, customs, duties or other governmental fees relating to the Software. After the fees are paid and there is sufficient proof of that payment, the License Key will be issued.

TERM

If you choose a subscription based Product, your subscription to the Software is on a 12 month basis starting from the date  the License Key is issued to you, regardless of the actual time of installation. You will be eligible to receive all major and minor updates for the EMISIA product(s) during this 12 month period. Upon expiration of a subscription and for a period of 6 months after the expiration of a subscription, you can optionally renew the EMISIA product(s) subscription for an additional 12 month period (and each subsequent year thereafter) in order to continue receiving major and minor updates from EMISIA. After the abovementioned 6 month period a new license must be purchased.

Pricing for the 12 month EMISIA product(s) subscription and any subsequent renewal information are listed on emisia.com and subject to change with or without notice.

The Software contains a disabling mechanism that permits EMISIA S.A. to prevent you from accessing the Software on the expiration or termination of your subscription.

If you choose a General License based Product you are granted a perpetual License to download, install and use the Product version available on our website at the time your License Key is issued. Pricing details are listed on our website.

DOWNLOAD OF EMISIA PRODUCT(S)

EMISIA product(s) will be made available for download from emisia.com exclusively.

TERMINATION

Without prejudice to any other rights, EMISIA may terminate this License if you fail to comply with its terms and conditions. Upon breach of this Agreement, specifically the intellectual property rights clauses and the permitted use of the Licensed products, you must cease the unauthorized use of the Product. EMISIA reserves all rights arising out of this Agreement, to pursue its fair compensation, monetary or other.

In case of a Subscription License, after the term of the annual Subscription is over, you have the right to renew your Subscription and benefit from our discount policy found on our website.

WARRANTY

You acknowledge that the Product is of such a complexity that there may be inherent defects and that therefore we can give no warranty that the Product is free from error or defect or that operation shall be uninterrupted.

Our Product has been developed as a standard product for use by a wide variety of users and so we are unable to warrant that it will meet any particular user needs. You shall take full responsibility for ensuring that the Product is suitable for your intended purposes and to facilitate investigation into such suitability, we offer a free Evaluation Period.

We provide support to users of our Product via our web site, by email and by phone. The support is provided subject to the terms of this Agreement. You accept that, although we will use reasonable endeavours to solve problems identified by you, the nature of software is such that no guarantee can be provided that any particular problem will be solved.

LIMITATION AND EXCLUSION OF LIABILITY

We shall not be liable to you for any of the following types of loss or damage arising under or in relation to this Agreement: (a) any loss of profits, business, contracts, anticipated savings, goodwill, or revenue; or (b) any loss, or corruption, of software or data; or (c) any loss of use of hardware, software or data.

WAIVER AND SEVERABILITY

No waiver of any right under this Agreement is effective unless in writing and signed by a duly authorized representative of the party to be bound.

No waiver of any past or present right arising from any breach or failure to perform will be deemed to be a waiver of any future right arising under this Agreement.

If any section of this Agreement is unenforceable, that section will be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its unenforceability and the other sections of this Agreement will remain in full force.

DISCLAIMER

THE SOFTWARE IS PROVIDED “AS-IS” AND IS NOT WARRANTED TO BE ERROR-FREE, AND YOU ACCEPT THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE, RELIABILITY, ACCURACY AND RESULTS OF USE OF THE SOFTWARE. EXCEPT AS OTHERWISE RESTRICTED BY LAW, EMISIA S.A. DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, ITS FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DURABILITY, NON-INFRINGEMENT, OR SATISFACTORY OR MERCHANTABLE QUALITY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN, WILL INCREASE THE SCOPE OF THE EXPRESS WARRANTIES, OR CREATE ANY NEW REPRESENTATIONS, WARRANTIES OR CONDITIONS. EMISIA S.A. WILL NOT BE LIABLE FOR DAMAGES ARISING FROM THIRD PARTY SOFTWARE THAT OPERATES SEPARATELY BUT IN CONJUNCTION WITH THE SOFTWARE, AS THIRD PARTY SOFTWARE IS LICENSED TO YOU UNDER SEPARATE AGREEMENTS.

COMPLETE AGREEMENT

This Agreement comprises the complete and exclusive statement between the parties with respect to your subscription to the Software and supersedes any prior discussions or agreements, oral or written, between the parties with respect to this transaction.

Governing law and settlement of disputes

This Agreement will be governed by and construed in accordance with the Laws of Greece.

The courts of Greece shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). Without prejudice to any other rights or remedies that we may have, you acknowledge and agree that damages alone would not be an adequate remedy for any breach of this Agreement by you. Accordingly, we shall be entitled to seek an injunction or other equitable relief for any threatened or actual breach.