License Agreement

This License Agreement (the “Agreement”) governs the use of the MyVMS software and is entered into between Devline d.o.o., Ljubljana, Slovenia (the “Licensor”) and the person or entity using the Software (the “User”).

Before installing, activating or using the Product, please read this Agreement carefully.

By installing, activating or using the Product, or by otherwise expressly accepting this Agreement, the User confirms that the User has read, understood and agreed to be bound by its terms.

If the User does not agree to this Agreement, the User must not install, activate or use the Product.

Nothing in this Agreement excludes or limits any rights that cannot lawfully be excluded or limited under applicable law.

1. Terms and Definitions

1.1.

For the purposes of this Agreement:

1. Agreement means this License Agreement, including any appendices, amendments or supplements applicable to the Product.
2. User means an individual or legal entity that installs, activates or uses the Product. Where an individual acts on behalf of a company, organization or other legal entity, that entity shall be considered the User for the purposes of this Agreement, provided that the individual has authority to accept this Agreement on its behalf.
3. Software means the software developed and/or distributed by the Licensor under the MyVMS name, including MyVMS video management and video surveillance software and its components.
4. Product means a copy of the Software supplied or otherwise made available to the User under this Agreement.
5. Computer means a physical personal computer, workstation, server or other computing device on which the Product is installed and capable of being used for its intended purpose.
6. Activation Code or Code means a unique license code supplied to the User and used to activate licensed functionality of the Product.

1.2.

Terms not expressly defined in this Agreement shall be interpreted according to the context of this Agreement and applicable law.

2. License

2.1. Subject to the User's compliance with this Agreement, the Licensor grants the User a limited, non-exclusive and non-transferable right to use the Product in accordance with this Agreement and the applicable licensing conditions.

2.2. The User accepts this Agreement by installing, activating or using the Product, or by expressly accepting the Agreement through the Product's installation or activation interface.

2.3. Subject to the applicable license, the User may:

1. Install the Product on a Computer.
2. Run and use the Product for its intended purpose.
3. Use functionality enabled by a valid Activation Code in accordance with Section 3 of this Agreement.

2.4. Certain functions of the Product may require activation using an Activation Code obtained from the Licensor, an authorized distributor, reseller, partner or another authorized source.

2.5. Unless otherwise expressly specified for a particular license, the right to use the Product is granted for an unlimited period, subject to the terms of this Agreement and the continued validity of the relevant intellectual property rights.

2.6. The permitted territory of use is worldwide unless otherwise expressly agreed.

2.7. All rights not expressly granted to the User under this Agreement are reserved by the Licensor.

3. Activation Code and Licensing Conditions

3.1. Single Computer

An Activation Code may be activated on only one Computer at any one time.

An Activation Code is not intended to enable simultaneous use of the licensed Product on multiple Computers.

3.2. Reinstallation and Reactivation on the Same Computer

The Product may be reinstalled and reactivated on the same Computer an unlimited number of times, provided that the Computer continues to be recognized as the same Computer for licensing purposes.

Reinstallation of the Product on the same Computer does not constitute an additional activation and does not reduce the number of additional activations available under Section 3.3.

The licensed number of channels and other functionality associated with the Activation Code remain unchanged.

3.3. Activation on Another Computer

The User may activate the Activation Code on another Computer if the Computer on which the license is currently activated is out of commission, replaced or requires an upgrade that results in the system being recognized as a different Computer for licensing purposes.

Activation on another Computer automatically terminates the User's right to use the same Activation Code on the previous Computer.

Technical support for use of that Activation Code on the previous Computer may be denied after the Activation Code has been transferred to another Computer.

In addition to the original activation, the Activation Code may be used for such additional activation on another Computer no more than two (2) times within five (5) years from the date of the first activation.

3.4. Security of the Activation Code

From the moment a physical license card is delivered or an electronic Activation Code is supplied to the User, the User is responsible for maintaining the confidentiality and security of the Activation Code.

The User is responsible for any unauthorized disclosure of the Activation Code resulting from the User's failure to keep it secure.

3.5. Lost Activation Codes

A lost license card or Activation Code cannot be replaced or recovered by the Licensor.

3.6. Additional Activations

After five (5) years from the date of the first activation, or after all additional activations permitted under Section 3.3 have been used, whichever occurs first, the User may purchase an additional activation.

The price of one additional activation is one third (1/3) of the price of the main license applicable to that Activation Code.

An additional activation permits the User to reactivate the existing license following replacement, upgrade or failure of the Computer.

Additional activations may be purchased an unlimited number of times.

Regardless of the number of additional activations purchased, an Activation Code may be used on only one Computer at any one time.

3.7. Virtual Machines

The Activation Code is designed primarily for activation on a physical Computer.

When the Product is activated in a virtual machine or another virtualized environment, changes to the virtual hardware configuration or hardware identification data may cause the licensing system to recognize the virtual machine as a different Computer and may result in the loss of the current activation.

By activating the Product in a virtual environment, the User acknowledges and accepts this risk.

4. Product Usage Restrictions

4.1. Except where expressly permitted by this Agreement, applicable documentation or mandatory applicable law, the User may not, directly or through a third party:

1. Copy, reproduce, distribute, sublicense, sell, lease, transfer or otherwise make the Product or an Activation Code available to third parties in violation of this Agreement.
2. Modify, reverse engineer, decompile, disassemble, decrypt or otherwise attempt to derive the source code, internal structure or algorithms of the Product, except to the extent that such restriction is prohibited by mandatory applicable law.
3. Circumvent, disable, interfere with or attempt to defeat any licensing, activation, security or technical protection mechanism used by the Product.
4. Extract or reuse databases, reference materials or other protected content included in the Product except as expressly permitted by the Licensor or applicable law.
5. Remove, conceal or modify copyright notices, trademarks, product identification information or other proprietary notices contained in the Product.

4.2. The Licensor may implement reasonable technical measures necessary to enforce the licensing conditions applicable to the Product.

5. Warranty and Liability

5.1. To the maximum extent permitted by applicable law, and except where expressly agreed otherwise, the Product is provided “as is” and “as available.”

5.2. To the maximum extent permitted by applicable law, the Licensor does not warrant that:

• the Product will satisfy every requirement of the User;
• the Product will operate without interruption or error;
• the Product will be compatible with every third-party product, device, operating system or environment;
• the Product will be completely free from bugs, defects or security vulnerabilities; or
• every defect or vulnerability will be corrected within a particular period.

Nothing in this Section excludes warranties, conformity requirements or other rights that cannot lawfully be excluded.

5.3. The Software may be updated and modified over time. Features, interfaces, technical requirements and functionality may change between versions.

The Licensor may introduce, modify or discontinue features where permitted by applicable law.

Where mandatory law requires notice, continued support, updates, remedies or other protections, those requirements shall prevail over any inconsistent provision of this Agreement.

5.4. To the maximum extent permitted by applicable law, the Licensor shall not be liable for indirect, incidental, special or consequential loss, including loss of profit, revenue, business opportunities, anticipated savings, business reputation or loss of use, arising from or relating to the Product or this Agreement.

This limitation does not apply where liability cannot lawfully be excluded or limited.

5.5. To the maximum extent permitted by applicable law, the Licensor's aggregate contractual liability arising from the Product shall not exceed the amount paid by the User for the license giving rise to the claim.

This limitation does not apply to liability that cannot lawfully be limited or excluded.

5.6. The User is responsible for complying with this Agreement and applicable law when using the Product.

The User is also responsible for the configuration, operation and security of the User's own systems, networks, devices and data except to the extent otherwise required by applicable law.

5.7. A material breach of the licensing restrictions contained in this Agreement may result in termination of the license and, where technically and legally appropriate, deactivation of the relevant Activation Code.

6. Technical Support and Updates

6.1. Technical support, maintenance and updates may be provided according to the support conditions, product lifecycle policies and commercial terms applicable to the Product.

6.2. Except where required by applicable law or expressly agreed with the User, the purchase of a perpetual license does not by itself constitute a contractual commitment by the Licensor to develop or release new functionality or new major versions of the Product indefinitely.

6.3. Where applicable law requires the Licensor to provide updates, including security updates, necessary to maintain conformity of the Product, the Licensor will provide such updates in accordance with those legal requirements.

Where the User fails to install an update within a reasonable time after being informed of its availability and of the consequences of not installing it, the Licensor shall not be responsible for a lack of conformity resulting solely from the failure to install that update, to the extent permitted by applicable law.

6.4. Unless accompanied by a different license agreement, this Agreement applies to updates and new versions of the Product supplied under the same license.

Where an update or new version is accompanied by a new license agreement, installation or use of that update or version shall be subject to the new agreement.

7. Third-Party Software

7.1. The Product may contain or use third-party software, libraries, components or other materials.

Such third-party components may be subject to separate license terms, including open-source licenses.

7.2. Where separate license terms apply to a third-party component, the User's rights and obligations regarding that component shall be governed by those separate terms to the extent required by the applicable third-party license.

Nothing in this Agreement is intended to restrict rights granted to the User under an applicable third-party or open-source license.

8. Termination

8.1. This Agreement and the license granted under it may be terminated if the User materially breaches this Agreement and, where the breach is capable of remedy, fails to remedy it within a reasonable period after notice.

8.2. The Licensor may terminate the license immediately where the User intentionally circumvents the Product's licensing or technical protection mechanisms, unlawfully distributes Activation Codes or copies of the Product, or otherwise commits a material infringement of the Licensor's intellectual property rights.

8.3. Upon termination of the license, the User must cease using the Product and, where applicable, remove copies of the Product that the User is no longer entitled to use.

8.4. Termination does not affect rights or obligations that accrued before termination or provisions which by their nature are intended to survive termination.

9. Governing Law and Disputes

9.1. This Agreement shall be governed by the laws of the Republic of Slovenia, without prejudice to any mandatory provisions of law that apply irrespective of the chosen governing law.

9.2. For Users acting in the course of a business, trade or profession, disputes arising out of or in connection with this Agreement shall be subject to the jurisdiction of the competent courts in Ljubljana, Slovenia, unless otherwise required by mandatory applicable law or agreed in writing between the parties.

9.3. If the User is a consumer, nothing in this Agreement deprives the User of any mandatory consumer protection rights or jurisdictional protections available under applicable law.

10. Changes to this Agreement

10.1. The Licensor may update this Agreement from time to time to reflect changes in the Product, licensing model, applicable law, security requirements or business operations.

10.2. Changes to this Agreement shall not retroactively remove rights already granted to the User where such removal is prohibited by applicable law.

Where applicable law requires notice of a change or the User's consent to a change, the Licensor will comply with those requirements.

10.3. A new version of this Agreement may apply to a new Product version, update, new license purchase or other future supply of the Product where the User is informed of and accepts the new terms as required by applicable law.

11. General Provisions

11.1. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in effect to the maximum extent permitted by law.

11.2. Failure by the Licensor to enforce a provision of this Agreement shall not constitute a waiver of that provision or of the Licensor's right to enforce it later.

11.3. This Agreement constitutes the license terms governing use of the Product unless different or additional terms have been expressly agreed between the User and the Licensor.

12. Licensor