INSTANTPAY END USER LICENCE AGREEMENT (EULA)
Effective date: the date shown on the order/invoice or, if earlier, the date the Licensed Software is first installed or used.
Licensor: Grafeco Network (registered in Estonia, registration code 16255245)
Registered address: A. H. Tammsaare tee 47, Kristiine linnaosa, Tallinn, Harju maakond, 11316, Estonia.
Contact: grafeco.com · [email protected]
Product name: InstantPay – Direct Payment Buttons on Product & Cart page (the “Software”).
1. Licence grant
1.1 Subject to the Customer’s compliance with this Agreement and payment of all applicable fees, Grafeco Network hereby grants the Customer a non-exclusive, non-transferable, revocable licence to install and use a single copy of the Software on one single registered web domain (the “Licensed Domain”) for which the Software was purchased, subject to the terms below (“Single-Domain Licence”).
1.2 The Single-Domain Licence permits the Customer to use the Software on the Licensed Domain for the Customer’s internal business purposes only. All rights not expressly granted are reserved by Grafeco Network.
2. Licence restrictions
2.1 The Customer shall not:
a) use the Software on any domain other than the Licensed Domain unless an additional domain licence is purchased;
b) distribute, sell, sublicense, rent, lend, transfer or otherwise make the Software available to any third party without Grafeco Network’s prior written consent;
c) modify, adapt, translate, create derivative works of, decompile, reverse engineer, disassemble, or attempt to discover the source code of the Software except to the extent permitted by mandatory law;
d) remove, obscure or alter any copyright, trade mark, proprietary notices, serial numbers, licence keys, or other proprietary notices included in the Software;
e) circumvent or disable any technical protection, licence management, or activation mechanism used by Grafeco Network.
2.2 Any unauthorised distribution, resale or public posting of the Software shall be deemed a material breach of this Agreement and may give rise to injunctive relief and claims for damages.
3. Licence activation and verification
3.1 The Software requires licence activation via a licence key and/or online verification to operate on the Licensed Domain. The Customer agrees to provide the Licensed Domain and other reasonable information to Grafeco Network for activation purposes.
3.2 Grafeco Network may perform remote licence verification checks. The Customer agrees that Grafeco Network may collect and process minimal technical data necessary to verify the licence (for example, domain name and licence key) in accordance with Grafeco Network’s privacy policy.
3.3 Failure to activate or pass verification will permit Grafeco Network to suspend or deactivate the Software’s operation until valid licence credentials are provided.
4. Fees, refunds and transfers
4.1 The Customer shall pay all licence fees as agreed at the time of purchase. Licence fees are non-refundable except as required by law or by Grafeco Network’s published refund policy.
4.2 Licences are granted per domain and are not transferable to another party or domain without Grafeco Network’s prior written consent. Requests to transfer a licence may be subject to an administrative fee and verification.
5. Support and updates
5.1 Grafeco Network may, at its discretion, provide support, maintenance and updates for the Software as described in the Seller’s documentation or support policy. Availability, scope and duration of support shall be set out in the purchase terms.
5.2 Bug fixes and minor updates may be provided free of charge; major version upgrades may be offered under separate commercial terms.
6. Intellectual property
6.1 The Software and all intellectual property rights in and to the Software (including, without limitation, source code, object code, documentation, trademarks and trade dress) are and shall remain the exclusive property of Grafeco Network or its licensors. Nothing in this Agreement transfers any ownership rights to the Customer.
7. Warranties and disclaimers
7.1 Grafeco Network warrants that it has the right to grant the licence described in this Agreement.
7.2 Except as expressly set out in clause 7.1, the Software is provided “as is” and Grafeco Network expressly disclaims all other warranties, whether express or implied, including any warranties of merchantability, fitness for a particular purpose, accuracy or non-infringement to the maximum extent permitted by applicable law.
8. Limitation of liability
8.1 To the maximum extent permitted by applicable law, Grafeco Network’s total aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the total licence fees actually paid by the Customer for the Software giving rise to the claim during the twelve (12) months immediately preceding the claim.
8.2 In no event shall Grafeco Network be liable for any indirect, special, incidental, consequential, exemplary or punitive losses (including lost profits, loss of business, loss of revenue, loss of goodwill, loss of data), whether foreseeable or not.
9. Termination
9.1 Grafeco Network may terminate this Agreement immediately on written notice if the Customer breaches any provision of this Agreement and fails to remedy that breach within fourteen (14) days of receiving written notice.
9.2 On termination or expiry of the licence the Customer shall cease all use of the Software, remove it from the Licensed Domain, and destroy all copies of the Software in the Customer’s possession or control. Grafeco Network may remotely disable the Software where the licence requires online activation.
10. Remedies for breach
10.1 The Customer acknowledges that breach of clause 2 (Licence restrictions) would cause irreparable harm to Grafeco Network for which damages alone would be an inadequate remedy. In addition to any other remedies at law or in equity, Grafeco Network shall be entitled to seek injunctive relief.
11. Governing law and jurisdiction
11.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of Estonia. The parties submit to the exclusive jurisdiction of the courts of Tallinn, Estonia for the resolution of any dispute arising out of or in connection with this Agreement.
12. Miscellaneous
12.1 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remainder shall continue in full force and effect.
12.2 No failure or delay by Grafeco Network in exercising any right under this Agreement shall operate as a waiver of that right.
12.3 This Agreement constitutes the entire agreement between the parties in respect of the subject matter and supersedes all prior agreements, understandings and representations.
Contact details for licence enquiries:
Grafeco Network — [email protected] — grafeco.com