elDoc End User License Agreement (EULA)
This Agreement is concluded between DMS Solutions (Hong Kong) Limited (hereafter – DMS Solutions) and the End User (hereafter – the Customer) as of the date (Effective Date) the Customer downloaded and/or accessed and/or deployed on its premises «elDoc» - Intelligent Integrated Automated Platform, enterprise level solution for intelligent document processing and end-to-end document workflow automation (hereafter – the Software).
- «Intellectual Property Rights» means patents, rights to inventions, copyright, related rights, rights to code of software, source code of software, drawings, flow charts, specifications, trademarks, trade names and domain names, rights in computer software, design rights, rights in databases, know-how and any other Intellectual property rights or rights of a similar nature (whether registered or not).
- «License Terms» means the specified period during which the Software could be used by the Customer. License Terms are stated in the invoice or any other document such as Software License Certificate issued by DMS Solutions in due course.
- «License Key» means an electronic activation key that authorizes the use of the Software. A license key generated by DMS Solutions that allows the Customer to use the Software subject to the terms and conditions of this EULA.
- «elDoc - Intelligent Integrated Automated Platform» means set of technologies, software components, programmatical algorithms, code, mathematical modelling methods and / or its improvements, enhancements that are combined into a single Software solution.
2. GENERAL TERMS:
- DMS Solutions grants to the Customer limited, non-exclusive, non-transferable license to use Software for business purposes during the license term.
- The Customer agrees that the Software is an exclusive proprietary property of DMS Solutions. No title to or ownership of the Software is transferred to the Customer.
- DMS Solutions reserves the right at any time to make any improvement, substitution or modification in the design, and /or configuration of the Software to improve the performance of the Software.
- The license granted hereunder to the Customer do not entitle the Customer to use the whole or any part of the Software or Intellectual Property Rights therein as reference or inspiration for developing or creating any other similar product based upon them.
3. INTELLECTUAL PROPERTY:
- The Customer acknowledges and agrees that title to all portions of the Software and all Intellectual Property Rights of the Software are and remain owned by DMS Solutions.
- All outputs created and / or processed through the Software are and remain owned by the Customer.
- The Customer shall not be entitled to copy, translate, reverse engineer, reverse assemble, modify, adapt, create derivative works, decompile, merge, separate, disassemble, determine the source code of or otherwise reduce to binary code or any other human-perceivable form, the whole or any part of the Software.
- The Customer shall not be entitled to sublease, lease, assign, sell, sub-license, rent, export, re-export, encumber, permit concurrent use of or otherwise transfer or grant other rights in the whole or any part of the Software.
- The Customer shall not be entitled to use or permit use of the whole or any part of the Software to provide a computer services business, business process outsourcing facility or any similar arrangement to any other third parties / individuals with an aim to generate profit directly from the usage of the Software.
- The Customer shall not be entitled to remove, alter, cover, or obfuscate any copyright notices or other proprietary rights notices placed or embedded on or in the Software or the Documentation.
- The Customer shall not be entitled to redistribute whole or any part of the at no charge to any third parties / individuals.
- The Customer shall not be entitled to use the Software as a reference to design or build a competitive product or service; copy any features, functions or Look and Feel; or to monitor performance or functionality with an aim to receive advantages to build / design competitive product or service and / or to use the information of its own business interests.
- The Customer is prohibited from, and shall prevent its employees, agents, contractors and subcontractors from, copying the Software, documentation or other components of Software or from disclosing, providing or copying or otherwise making known to any person or entity any information concerning the Software without written authorization from DMS Solutions.
- UNDER NO CIRCUMSTANCES SHALL DMS SOLUTIONS BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY THE CUSTOMER OR ANY THIRD PARTY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ACCESS TO, USE OF, OR INABAILITY TO USE THE SOFTWARE, EVEN IF DMS SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. UNDER NO CIRCUMSTANCES SHALL DMS SOLUTIONS BE LIABLE TO THE CUSTOMER FOR ANY AMOUNT.
- THE SOFTWARE IS PROVIDED TO THE CUSTOMER “AS IS” AND WITHOUT WARRANTY OR INDEMNITY (EXPRESS, IMPLIED OR STATUTORY) OF ANY KIND. DMS SOLUTIONS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET ALL NEEDS THE CUSTOMER MAY HAVE AND / OR THAT SOFTWARE OPERATE ERROR-FREE AND / OR IN AN UNINTERRUPTED MODE AND / OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED, THAT THE SOFTWARE WILL FUNCTION PROPERLY WHEN USED IN CONJUNCTION WITH ANY OTHER SOFTWARE OR HARDWARE. DMS SOLUTIONS DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULT THE CUSTOMER MAY OBTAIN BY USING THE SOFTWARE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE LIES WITH THE CUSTOMER. THE SOFTWARE MAY CONTAIN BUGS, ERRORS, INACCURACIES AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM OR OTHER FAILURES AND / OR DATA LOSS. TO THE GREATEST EXTENT ALLOWABLE UNDER APPLICABLE LAWS, NO WARRANTY SHALL APPLY TO THE SOFTWARE, AND FOR CLARITY CUSTOMER ACKNOWLEDGES THAT DMS SOLUTIONS DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO THE CUSTOMER OF ANY KIND INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
- DMS Solutions delivers to the Customer «AS IS» Software that will substantially conform to the applicable Documentation during the License Term, to the extent that the Software is used by the Customer in accordance with the Documentation.
- Under the Standard Software Support, the Customer is entitled to receive the following support services during the License Terms (elDoc Support Policy is located at the following web-address: https://documentation.eldoc.online/latest/en/support-policy
- Software Improvements what will include the provision for remote download by Customer of new releases of Software.
- Access to DMS Solutions Vendor Support (3rd line of support).
- The Customer authorizes DMS Solutions to publicly identify the Customer as a customer and include the Customer's name and logo on the DMS Solutions' website (if required).
8. PAYMENT TERMS:
- The Customer agrees to pay the fees specified in the License Order / Quotation / Invoice. All fees are invoiced annually and due within 30 calendar days from the invoice date unless otherwise specified in the License Order / Quotation / Invoice. All invoices will only be delivered electronically to the Customer.
- If Customer fails to pay full amount or any amount due as per the payment terms stated in the License Order / Quotation / Invoice DMS Solutions in its sole discretion is eligible to suspend or terminate or not to issue new license key.
- Customer is not entitled to request a refund and / or any fees paid here-under after the delivery of the License Key.
9. TERMS AND TERMINATION:
- This EULA commences on the Effective Date and valid until the expiration of the applicable License Term.
- In case the Customer has subscribed for the next (subsequent) period of Software License terms by settling the respective fee as per terms and conditions of this EULA, the terms of this EULA will be automatically renewed for next (subsequent) period.
- The Customer may terminate this EULA by destroying all copies of the Software. Such termination does not relieve the Customer of its obligation to pay the fee for the provided software or does not entitle the Customer to request a refund after the delivery of the License Key.
- Without prejudice to any other rights, DMS Solutions may terminate this EULA with the Customer if the Customer fails to comply with the terms and conditions of this EULA. In such an event, the Customer must destroy all copies of the Software, all its component parts and remove the software from the Customer’s computers.
- Either Customer or DMS Solutions may terminate this EULA upon written notice to the other if the other party is adjudicated as bankrupt or insolvent or if a petition in bankruptcy or winding up is filed by.
10. GOVERNING LAW AND JURISDICTION:
- This EULA with all additions to it will be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region. Any claim, dispute or controversy arising between the parties out of or in relation to this EULA, or breach thereof, which cannot be satisfactorily settled by the parties, shall be subject to the jurisdiction of the courts of Hong Kong.
- This EULA could be reviewed by DMS Solutions periodically with a purpose to include additional provisions which will be applicable to some countries or introduce changes / amendments to the existing provisions of this EULA without any prior notice.
Last revision date: 28.05.2020