AgileXRM End User License Agreement (EULA)
PLEASE READ THIS AGREEMENT CAREFULLY.
THIS END USER LICENSE AGREEMENT ("AGREEMENT") IS BETWEEN AGILE DIALOGS, S.L. (THE "SUPPLIER") AND THE PERSON WHO SUBSCRIBES TO THE SOLUTION(S) PROVIDED WHICH ACCOMPANIES THIS AGREEMENT (THE "CUSTOMER"). THIS AGREEMENT GIVES THE CUSTOMER THE RIGHT TO ACCESS AND USE THE SOLUTION(S) THAT ARE SUBSCRIBED TO FROM THE SUPPLIER. THE SUPPLIER IS WILLING TO GRANT A USER THE RIGHT TO ACCESS AND USE THE SUPPLIER’S SOLUTION(S) ONLY IF THE CUSTOMER ACCEPTS ALL OF THE TERMS OF THIS AGREEMENT, AND PAYS OR HAS PAID THE SUPPLIER, THE FULL SUBSCRIPTION PRICE FOR USE OF THE LICENSE TO WHICH THE CUSTOMER HAS SUBSCRIBED.
BY CONTINUING TO ACCESS THE SUPPLIER’S SERVICE, THE CUSTOMER ACKNOWLEDGES THAT THE CUSTOMER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT. IF THE CUSTOMER DOES NOT AGREE TO ALL OF THE TERMS IN THIS AGREEMENT, THE CUSTOMER SHOULD NOT ACCESS OR OTHERWISE UTILIZE THE SUPPLIER’S SOUTION(S) BECAUSE NO LICENSE SHALL HAVE BEEN GRANTED THERETO.
1. LICENSE. In consideration of the payment of the subscription price for the right to use the Supplier's solutions, and the Customer's adherence to all provisions of this Agreement, the Supplier grants the Customer a personal, non-exclusive, non-transferable license to access and use the Supplier's solutions.
2. RESTRICTIONS. Customer may not copy, modify, or transfer the solution to others, in whole or in part, except as expressly provided in this Agreement. The Customer may not reverse engineer, disassemble, decompile, or otherwise attempt to derive its source code or the source code through which the solution is accessed, or authorize any third-party to do any of the foregoing. The license granted hereunder is personal to the Customer, and any attempt by the Customer to transfer any of the rights, duties or obligations hereunder shall terminate this Agreement and be void. The Customer may not rent, lease, loan, resell, or distribute the solution or any part thereof in any way including, but not limited to, making the solution available to others via shared access to a single computer, a computer network, or by sharing access information, which includes the Customer’s Username and Password.
AgileXRM uses the AgilePoint® NX™ BPMS Engine as an integral component. Customer may only use the NX™ functionality applicable to the AgileXRM Product. Specifically, customer may not use the following NX™ functionalities: App Builder, Work Center, Data Entities, eForms, Page Builder, Analytics or Form-based Apps. To use any of these functionalities, a corresponding additional AgilePoint license would need to be acquired.
3. OWNERSHIP. The Supplier’s solutions are the property of the Supplier, if any, and subject to applicable patent, copyright, trade secrets, trademarks and other proprietary rights. The solutions are licensed, not sold, to the Customer for use only under the terms of this Agreement, and the Supplier reserves all rights not expressly granted to the Customer.
4. TERM. Customer must subscribe to service each month/year -according to the Subscription terms agreed-. Renewal of monthly/annual subscription will be automatic until Customer communicates in writing the desire to terminate the subscription. Charge is paid at the beginning of each month/year and will be paid by credit card or bank transfer only. This Agreement and license granted herein will terminate at the end of the last day of the month/year subscribed and for which payment has been received in full, or in case of Customer’s failure to meet payment 2 months from due date.
5. TERMINATION. This Agreement will terminate immediately if the Customer breaches any term of this Agreement. Further, in the event of a termination or expiration of any agreement between the Supplier, the Customer’s right to access and use the solutions may also terminate or expire without prior notice to Customer. A Customer may terminate this Agreement at any time by notifying the Supplier in writing prior to the 1st of the month/ or 60 days in advance before annual term expires. Upon receipt of notice of termination from the Customer, the license and the Customer’s access to the solutions(s) shall expire on the last day of that period.
6. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SUPPLIER’S SOLUTION(S) ARE PROVIDED "AS IS" AND THE SUPPLIER MAKES NO REPRESENTATIONS OR WARRANTIES. THE SUPPLIER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, FOR THE SOLUTION(S) AND ANY OTHER MATERIAL PROVIDED TO THE USER BY THE SUPPLIER, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. THE SUPPLIER DOES NOT WARRANT THAT THE SOLUTION(S) ARE ERROR-FREE, THAT THEIR OPERATION WILL BE UNINTERRUPTED, OR THAT SOLUTION(S) WILL MEET ANY PARTICULAR USER REQUIREMENTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SUPPLIER MAKES NO WARRANTY AND PROVIDES NO ASSURANCE THAT THE SOLUTION(S) WILL MEET CERTIFICATION REQUIREMENTS OF ANY REGULATORY AUTHORITY OR OTHER ASSOCIATION LICENSING AGENCY, WITHIN OR OUTSIDE OF SPAIN.
7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT WILL THE SUPPLIER BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, OR DAMAGES FOR LOSS OF PROFITS, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE; AND (B) IN NO EVENT WILL OUR TOTAL LIABILITY TO THE CUSTOMER FOR ALL LOSS, CLAIMS AND DAMAGES EXCEED THE AMOUNT OF THE TOTAL SUBSCRIPTION FEES PAID DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE. ALL LIMITATIONS AND EXCLUSIONS OF LIABILITY IN THIS AGREEMENT WILL APPLY EVEN IF THE ABOVE STATED REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE AND REGARDLESS OF THE FORM OR SOURCE OF CLAIM OR LOSS, WHETHER THE CLAIM OR LOSS WAS FORESEEABLE, AND WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE CLAIM OR LOSS.
8. GOVERNING LAW, JURISDICTION AND VENUE. This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of Spain. Any legal suit, action or proceeding arising out of, or relating to this Agreement, shall be commenced in a court in Madrid, and each party hereto irrevocably submits to the personal and exclusive jurisdiction and venue of any such court in any such suit, action or proceeding and waives any right which it may have to transfer or change the venue of any such suit, action or proceeding.
9. WAIVER. No failure to enforce any term of this Agreement shall constitute a waiver of such term in the future unless such waiver so provides by its terms.
10. SEVERABILITY. If any part of this Agreement is for any reason found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected and same shall remain in effect.
Last updated: 15th June 2022