Terms and Conditions of licensing on www.vertexperformance.net online store
These Terms and Conditions of licensing on www.VertexPerformance.com online store (hereinafter referred to as the "Terms and conditions"), lays down the rules of licensing by VERTEX IMPROVED PERFORMANCE (hereinafter referred to as the "Licensor") head quartered in Valparaiso, Indiana, clients ordering digital content through www.vertexperformance.net (hereinafter referred to as the "Online Store").
Limits of Distribution Per Purchase
Can be installed on up to 5 computers within the purchasing location.
The following Terms shall have the following meanings:
- Domain - the element of the Internet address indicating the country and the type of organization;
- Digital content - applications, computer programs, so-called plugins and other digital goods – protected under Act on copyright and related rights of July 1, 2015 - available through the Online Store and specified at the time of the contract;
- Physical medium - movable storing digital content (eg. DVD, CD, memory stick, etc.);
- Source code - a computer program write - being part of Digital content - using a particular programming language, describing the operations that should be performed by computer basing on data collected or data received;
- Client - entrepreneur who registered in the Online Store to order Digital Content;
- Licensee – Client who has entered into License Agreement with the Licensor;
- License Agreement - an agreement concluded between the Licensee and the Licensor, the subject of which is the use of Digital content on the terms set out in the Terms and Conditions. Regardless of the license option specified in Section VII below, Licensor grants to Licensee non-exclusive, without rights to sublicense, and not limited geographically pecuniary license.
In exchange for the use of Digital Content in the period covered by the License Agreement, Licensee shall pay Licensor license fee indicated at the time of the order of Digital Content. This is the net remuneration to which the Licensor will add VAT at the applicable rate.
The License Agreement is concluded at the time of payment of the license fee by the Client. Licensee is not entitled to claim back license fee, in particular referring to the fault or defect of Digital Content, unless Licensee proves that Licensor intentionally concealed such information. Licensor - without additional compensation - is not obliged to remove defects or other defects of Digital Content.
Licensee - regardless of license option specified in Section VIII below - is entitled to:
- introduction of the Digital content for computer memory;
- create backup copy of Digital content
There are the following license options, differentiating the scope of Licensee’s rights (choice of options at the moment of ordering):
- Basic - "Domain" - required option specifying the essential terms of license, allowing the use of Digital content to Domain specified at the time of the conclusion of License Agreement (license is “assigned” to a specified Domain), for an indefinite period, without the right to obtain and use the Digital content updates;
- The options (no option is optional license in respect of the validity of the basic options):
- "Multidomain" – allows the Licensee to use Digital content to unlimited Domains;
- "Update 1 year" – the Licensee is entitled to get digital content updates during year from conclusion of the License Agreement;
- "Source code" - The Licensee obtains the right to make corrections, modifications or changes in the structure of Digital content (including the Source Code) and is entitled to use it for domains specified under “Domain” or “Multidomain” option)
- Client may select more than one license option (at the time of order).
Unless otherwise provided in the terms and conditions, without the express consent of the Licensor, Licensee may not:
- disseminate - in any form - Digital content or its copies in a manner beyond the scope of the license specified in this Terms and Conditions;
- reproduce Source code or translate its forms (including decompile Digital content) or make its modification, unless it is necessary to obtain the information necessary to achieve interoperability of Digital content with other Licensee’s computer programs and provided that:
- these activities will be made by Licensee himself or person acting on his behalf,
- these modifications will concern only such parts of Digital content which are necessary to achieve interoperability;
- information needed to achieve interoperability of Digital content with other computer programs shall not be used for any purpose other than to achieve interoperability and shall not be transferred or used for the development, production, formation and placement on the market Digital content with the substantially similar form of expression, or used for other activities violating copyrights.
The provisions of paragraph c above does not apply to "Source Code" license option.
Licensor shall not pass Digital content to Licensee on Durable medium but only through http://www.vertexperformance.net/customer/downloadableproducts. Digital content will be available (after logging) on the account from which Licensee ordered such Digital content.
Licensor shall be entitled - during the term of the License Agreement - to withdraw from License Agreement, in the event of a material breach of its provisions by the Licensee. Parties consider that a material breach of License Agreement is in particular:
- a violation of the copyrights of digital contents available to the Licensor;
- installation of Digital content in more domains than License Agreement allow;
- sharing of Digital content with third parties.
- In the event of withdrawal Licensee shall:
- uninstall Digital content from computers’ memory;
- destroy all copies of Digital content.
- control the use of Digital content by Licensee in terms of compliance with the provisions of the License Agreement;
- control if there was an attempt to remove or circumvent technical protection of Digital content. If such inspection reveals that the Licensee has a computer program whose only purpose is to remove such technical protection, the Licensor may demand Licensee to destruct such program.
For any disputes arising in the performance of the License Agreement, the Parties shall establish jurisdiction of the United States courts United States and United States law.