This License Agreement is a legal agreement between you (hereinafter “Customer” or “you”) and HYPERSISTENCE SRL (hereinafter “Supplier”).
The supplier grants you a limited, non-transferable, non-exclusive license to use or access Hypersistence Optimizer (hereinafter “Software”) solely for the purposes specified in this License Agreement.
THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
Applicability
This License Agreement governs your acquisition and use of Hypersistence Optimizer directly from the Supplier or indirectly through a Supplier authorized reseller or distributor (a “Reseller”).
Please read this License Agreement carefully before completing the installation process and using the Software.
If you register for a free trial of the Software, this License Agreement will also govern that trial.
By installing and/or using the Software, you are confirming your acceptance of the Software and agreeing to become bound by the terms of this License Agreement.
If you are entering into this License Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions. If you do not have such authority or if you do not agree with the terms and conditions of this License Agreement, do not install or use the Software, and you must not accept this License Agreement.
This License Agreement shall apply only to the Software supplied by Supplier herewith regardless of whether other software is referred to or described herein. The terms also apply to any Supplier updates, supplements, Internet-based services, and support services for the Software, unless other terms accompany those items on delivery. If so, those terms apply.
Grants of Rights
Customer will pay a license fee to use the Software. The license fee can be paid either annually or for multiple years at once.
Unless the Subscription has expired or this Agreement is terminated in accordance with the Termination section, and subject to the terms and conditions specified herein, Supplier grants Customer a non-exclusive, timely limited, and non-transferable license to use the Software on your devices in accordance with the terms of this License Agreement.
Unless the Subscription has expired or this Agreement is terminated in accordance with the Termination section, you can download and install this Software or new versions of the Software that are provided by the Supplier on Workstations (for example a PC, laptop, mobile or tablet) under your control. You are responsible for ensuring your device meets the minimum requirements of the Software.
You are not permitted to:
- Edit, alter, modify, adapt, create derivative works of, translate or otherwise change the whole or any part of the Software, nor decompile, disassemble or reverse engineer the Software or attempt to do any such things
- Reproduce, copy, rent, lease, distribute, resell or transfer the Software
- Allow any third party to use the Software on behalf of or for the benefit of any third party
- Use the Software in any way which breaches any applicable local, national or international law
- Use the Software for any purpose that the Supplier considers is a breach of this License Agreement
- Assign or transfer to any third party the benefit of the license or any rights under or in relation to it, or purport to do so
- Sub-licence any of your rights under the licence
- Translate, adapt, arrange and/or bring any other transformations to the Services nor to reproduce the outcome of these operations
Individual License
The Individual License allows the Software to be installed, accessed, and used only by the person who purchased the license or by a different person if the purchaser mentions the license owner when the license is purchased, either directly, by running the Software on a Developer Workstation, or indirectly, by installing, accessing, and extracting the performance improvement suggestions provided by the Software execution on any other Workstation.
There is no restriction on the number of Workstations the Software runs on in testing or production environments. The Individual License maximum number applies only to the number of Developers using the Software.
Group License
The Group License allows the Software to be installed, accessed, and used by multiple Developers on multiple Workstations, either directly, by running the Software on a Developer Workstation, or indirectly, by installing, accessing, and extracting the performance improvement suggestions provided by the Software execution on any other Workstation.
Every Group License defines the maximum number of Developers that can use the Software.
You are not allowed to have more Developers using the Software than the maximum number indicated by the Group License you had previously purchased. If you need to accommodate more Developers, you need to purchase a new Group License which grants you the right to use the Software by additional Developers.
If a Developer has multiple Workstations (e.g., desktop and notebook), the product can be used on multiple Workstations as long as the total number of Developers using the Software does not exceed the maximum number indicated by the Group License you had previously purchased.
There is no restriction on the number of Workstations the Software runs on in testing or production environments. The Group License maximum number applies only to the number of Developers using the Software.
Software time validity
The Full version of the Software is valid and can be used for 180 days after the particular product version was built. After this period expires, as long as you have a valid Subscription, you need to download and install a newer version of the Software.
The Trial version of the Software can be used for 30 days since it was first installed. After the 30-day period has expired, without the written consent of the Supplier, the Customer is not entitled to install or use a new Trial version of the Software nor on the same Workstation for the same Software version number nor on other Workstation.
Intellectual Property and Ownership
The original and any copies of the Software and Documentation accompanying or not the software or its documentation, in whole or in part, including translations, compilations, partial copies, modifications, enhancements, customizations, revisions, derivative works, updates, the Infrastructure, and the results of any Services, whether made pursuant to this Agreement or a separate statement of work are the property of the Supplier and are protected by the supplier’s national copyright law and international copyright, patent, trade secret and any other applicable laws and treaty provisions.
The License Agreement is not a sale and does not transfer to You any title or ownership interest in or to the Software or any patent, copyright, trade secret, trade name, trademark or other proprietary or intellectual property rights related to the Software. All the rights, title and interest in and to the Software are the exclusive property of the Supplier. You may not remove, alter, or obscure any proprietary notices contained on or within the Software nor can you reproduce such notices on any back-up copy of the Software and Documentation.
The content, specifications and design of the Software, including, but not limited to design, the way of execution, running or operation of the Software are the property of the Supplier.
Graphics, logos, service images may not be used without the prior written consent of the Supplier.
The Supplier reserves the right to grant licenses to use the Software to any third parties.
Confidentiality
You shall maintain strictly confidential the license codes, and you agree not to disclose this information to any third party.
You shall only use the Confidential Information as expressly permitted by this License Agreement, and in no other manner.
You shall be answerable for all use made of the products, including by any third party to whom you give any copy of the products or to whom you are giving the opportunity to use the product/software. You shall ensure that any third party that has access to the product complies with these license terms. You agree that any acts or omissions of any such third party with respect to our products shall be deemed to be acts and omissions of yours and that you shall have vicarious liability for them.
Termination
This License Agreement is effective from the date you first use the Software and shall continue until terminated. You may request to terminate your license at any time by forwarding the Supplier a prior written notification within 30 days before the end of your current Subscription or by just canceling the Subscription plan on the Teachable platform.
After the Subscription is canceled, your license is still going to be valid until the end of the Subscription plan you had purchased.
Unless you terminate the license, this License Agreement shall be valid for twelve (12) months upon delivery of the Software and shall be renewed for an additional twelve (12) months period if neither party terminates it.
This Agreement will also terminate immediately if you fail to comply with any term of this License Agreement.
Upon termination, the licenses granted by this License Agreement will immediately terminate, and you agree to stop all access and use of the Software. The provisions that by their nature continue and survive will survive any termination of this License Agreement.
In the event of any actual or threatened violation, you agree that the Supplier will be entitled, in addition to any other remedy available to it, to (i) terminate this License Agreement, retake possession of the Software, execute the License Key, and/or terminate the right of use and access to the Software, and/or (ii) obtain injunctive or other equitable relief from any court of competent jurisdiction to prevent any further violation.
Disclaimer
The parties agree that the Software’s failure to perform in accordance with the specifications shall not be considered a failure of the essential purpose of the remedies contained herein.
Limitation of Liability
The Supplier will not be held liable for any consequential, incidental, or special damages, including but not limited to any lost profits or revenue, loss of use, business interruption, loss of data, arising out of or relating to this License Agreement or the use or inability to use the software.
The Supplier’s total liability for all the claims arising from/or related to the software, and/or this License Agreement, regardless of the form of action (contract, tort, under statute or otherwise) can not exceed the total amount of the license fee paid for the current subscription during which the claim was made.
You agree that this amount is sufficient to satisfy the essential purpose of this agreement and this amount is a fair and reasonable estimate of any loss and damage likely to be suffered in the event of any wrongful act or omission by HYPERSISTENCE SRL or its suppliers, and that the price of the software reflects such this allocations of risk.
You agree that the foregoing limitations of liability and disclaimers form an essential element of this License Agreement without which the Supplier would not have licensed the product to you or provided you with access or with the right of use.
You may only use the Software in compliance with all applicable laws and regulations. Upon written notice to you, the Supplier may modify or suspend your use of or access to the Software as necessary to comply with any law, regulation, or court rule without being entitled to any kind of damages.
Fees and payments
You shall agree with all the applicable license fees in order to use the Software.
License Agreement Changes
The Supplier reserves the right to update, revise, supplement, and otherwise modify this Agreement from time to time. Any such changes to this Agreement will be effective immediately for new Customers and thirty (30) days after notification (including by posting a notice on the applicable Supplier website) for current Customers.
The Customer is advised to review this Agreement periodically for changes. If you do not wish to accept any change, please uninstall and discontinue using the Software. Your continued use of the Software following the thirty (30) day notice period constitutes your acceptance of those changes.
Use of Personal Data
You acknowledge and agree that the Supplier may collect and use technical and personal data and related information to facilitate providing and/or confirming authorized use of the Software and Maintenance in accordance with the Privacy Policy.
Applicable law and place of jurisdiction
This License Agreement and any dispute arising out of or in connection with this License Agreement shall be governed exclusively by and construed in accordance with the laws of Romania (excluding the United Nations Convention on Contracts for the International Sale of Goods).
The place of jurisdiction shall be exclusively Cluj-Napoca, Romania.
Last modified: October 17, 2022