FOR THE OCULEUS®-PROTECT SOFTWARE
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO INSTALL OR USE THE SOFTWARE.
The OCULEUS®-PROTECT Software(“the Software”), font ware, typefaces and/or data, including any accompanying explanatory written materials (the “Software”) should only be installed or used by the Licensee (“you”) on the condition you agree with OCULEUS GmbH (“OCULEUS”) to the terms and conditions set forth in this Agreement. By installing or using the Software, you are representing to agree all the terms and conditions set forth in this Agreement. The Software usually is provided on the internet. You should read this Agreement carefully before installing or using the Software. If you do not agree with the terms and conditions of this Agreement, you are not permitted to install or use the Software.
Right of Use License. OCULEUS grants you a single, non-exclusive, non-transferable, non-sub licensable, limited license to use the Software and the Documentation for which applicable fees have been paid for the duration described in the License Certificate, for your internal business purposes at the indicated capacity and features and within the scope of the applicable license types described below and at locations where the Software is installed. “Documentation” means OCULEUS information and manuals containing operating instructions and performance specifications that OCULEUS generally makes available to users of its products and delivers with the Software. Documentation does not include marketing materials.
Contract Period. This contract is concluded for a minimum period of twelve (12) months and shall be automatically continued for successive one (1) year terms thereafter (each a continuation period) until and unless either party provides the other party with thirty (30) days prior written notice to the end of the initial or further period of continuation. The termination shall be in written form and must be submitted by email to (firstname.lastname@example.org).
Payments. There is a monthly fee for using the OCULEUS®-PROTECT. The fees shall be paid in advance upon separate invoice on monthly or yearly basis by the third (3rd) business day at the latest. Payments are only accepted via PayPal. Failure to pay the fee by this date may result in limitation of the service and/or suspension of access of/to the solution.
Other Rights and Limitations. You agree not to modify, adapt or translate the Software. You also agree not to attempt to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software. You may not share, rent, lease, encumber, sublicense or lend the Software. You may, however, transfer all your rights to use the Software to another person or legal entity provided that you transfer this Agreement, the Software and or license to such person or entity
All Rights Reserved. Except for the limited license rights expressly granted in this Agreement – on condition that you have completed all payments for such rights, OCULEUS reserves all rights in and to the Software and Documentation and any modifications thereto.
Backup Copies – Overuse. You are permitted to make copies of the Documentation, provided all properties rights notices, names and logos of OCULEUS are duplicated on each copy. If the scope of your use of the Software exceeds the scope of the originally agreed use of the Software (hereinafter referred to as “Overuse”- i.e. running the Software on more licenses and/or beyond the agreed duration), and if such use has not been expressly agreed between the parties, you shall be in breach of this contract and you shall be obliged to pay 150% of the originally agreed price for the second and for each additional instance. In addition, you shall notify OCULEUS of such overuse without delay.
Support. OCULEUS is neither obliged to provide Support and maintenance nor training for the Software under this agreement.
Termination. Without prejudice to any other rights and remedies in contract and for infringement OCULEUS has the right to terminate with immediate effect the Software licenses granted in this agreement, if you breach the license limitations or restrictions in this agreement. In this case OCULEUS will send you a detailed written request via email to cure the breach in 7 business days. Upon termination or expiration of the license for any reason, you shall immediately stop using the Software; you shall permanently destroy any related materials in your possession or control. The provisions concerning confidentiality, indemnity, license restrictions, export control, and all limitations of liability and disclaimers and restrictions of warranty (as well as any other terms which, by their nature, are intended to survive termination) will survive any termination or expiration of this agreement.
Export Restriction. You agree not to transfer, export or re-export the Software and any data or information which you obtained from OCULEUS or use the Software without a proper license under German law, restrictions and regulations, or the laws of the jurisdiction in which the Software is obtained.
Warranty. OCULEUS warrants that the Software and any other deliverables, if supplied are free of any material defect or defect in title. OCULEUS uses its best endeavours to develop and to initially provide generic Fraud-Detection-Patterns for the rented software but does neither warrant that the software will always run uninterrupted nor error free under all conditions, nor fully reduces and/or prevents from fraudulent traffic. The parties recognise that these generic Fraud-Detection-Patterns only indicate typical fraudulent anomalies in the analysed traffic. Therefore you are fully responsible for the individual setup and creation of useful and/or optimal fitting Fraud-Detection-Patterns, the further valuation, verification or investigation of the indicated results, and for the corresponding valuation of results out of incoming data (Exchange of anonymous numbers in connection with patterns).
Where, during the term hereunder,
10.1 If any program or any other deliverable supplied is found to have any defect, error or other problem (hereinafter referred to as “Deficiency”), you shall notify OCULEUS accordingly and in so doing shall describe the deficiency in a manner that allows for identification of such deficiency. OCULEUS shall eliminate any deficiency that prevents or impairs use of the software and meets any of the following criteria:
10.2 the Software fails to provide a functionality that is specified in Product Description;
10.3 the Software provides erroneous results;
10.4 the Software ceases functioning (crashes) in an uncontrolled manner;
10.5 the Software behaves in any fashion that is inconsistent with the software’s contractual functions or any other relevant contractual terms and conditions.
10.6 OCULEUS will provide at it´s own discretion a new version of the software that is devoid of any deficiency. If OCULEUS is unable to eliminate a deficiency or provide a new, deficiency-free version of the Software OCULEUS shall provide a work-around solution to you.
10.7 If any OCULEUS remedy for any deficiency fails because the deficiency was not eliminated in spite of efforts to eliminate such deficiency, because practicable workaround solutions were not provided, because the remedy was not provided in due time or within a reasonable period, or because Oculeus refused to remedy the problem because of commercialy not reasonable costs or without providing justifiable grounds for such refusal, OCULEUS will be entitled, to cancel the agreement with a refund of an amount of the license fees already paid for such a non-compliant Software.
10.8 If any deficiency is not eliminated within 14 days, (or if advised by OCULEUS within this time period that additional time will be required, and that time is agreed as acceptable for you) you will be entitled to set a deadline for such elimination. If such deadline expires without any remedy having been effected, you shall likewise be entitled, at your discretion, to cancel the agreement with a refund of an amount of the license fees already paid for such a non-compliant Software.
10.9 Any remedy or new software provided by OCULEUS shall not alter, impair or otherwise prevent the use of any existing customer data of any kind.
10.10 OCULEUS shall modify any previously supplied documentation insofar as such modification is necessitated by any remedy or new software provided.
10.11 The warranty hereunder shall expire 12 months after delivery
LIMITATION OF LIABILITY. You acknowledge and agree that the use of the Software is at your sole risk. OCULEUS shall NOT BE LIABLE FOR:
11.1 any incidental, special, statutory indirect or consequential damages or for
11.2 any loss of profits revenue, or data toll fraud, or cost of cover and
11.3 direct or indirect damages arising out of the use of the software or under these software license terms in excess of the fees paid for the Software or Support Service giving rise to the claim under applicable law.
That does not apply in cases of personal injury claims, wilful misconduct and End User´s violation of OCULEUS´s intellectual property rights, including through a breach of this agreement and to the extent permitted under applicable law.
Protection and Security. You agree to use your best efforts and take all reasonable steps to safeguard the Software to ensure that no unauthorized person has access to it and that no unauthorized copy, publication, disclosure or distribution of any of the Software is made. You acknowledge that the Software contains valuable, confidential information and trade secrets, that unauthorized use and copying are harmful to OCULEUS, and that you have a confidentiality obligation as to such valuable information and trade secrets.
Compliance. At OCULEUS´s request and upon reasonable prior written notice, OCULEUS will have the right to inspect End Users´s compliance with this Agreement.
Data Security. The Software may have the ability to store data and/or information. The stored information besides your registrations details include technical call information as called number, duration of the call and IP-addresses to apply the fraud evaluation mechanism on your network. The information is being collected by forwarding each call to the SIP address, which we are providing you in the subscription process. Call Details will be deleted after 6 months.
Contact Details as Business Address, Sir-Name, Last name, Phone Number and Payment Details will be deleted after termination of subscription.
OCULEUS may alter the items of such data and/or information without your prior approval. OCULEUS does not collect any personally identifiable information without your permission. OCULEUS may, however, use non-personally identifiable information for statistical purposes to improve the level of service we provide to our users.
Programming Limitations. You acknowledges that certain Software may contain
15.1 programming that restricts, limits and/or disables access to certain features, functionality or capacity of such Software subject to the End User making payment for licenses to such features, functionality or capacity or
15.2 programming that periodically deletes or archives data generated by use of the Software and stored on applicable storage device if not backed up on an alternative storage medium after certain period of time.
15.3 third-party software available under open source or free software licenses. This Agreement does not affect any rights or obligations under this Open Source or Free Software License. Notwithstanding conflicting information in such licenses, the warranty limitations and disclaimer set out in this Agreement also apply to third-party software
Governing Law. The parties recognize that the OCULEUS uses its best endeavors to ensure that the software complies with the relevant licenses, clearances or consents from any regulatory or governmental body which are required by the German laws. With regard to the complexity of national, federal and international regulations having effect on national and international regulation both parties accept a possible occurrence of legal uncertainty. Both parties are also aware that federal, national and international law with the effect to national law could be contrary. Therefore you shall be obliged to remedy possible operational collisions of the software with national regulations. In accordance with you OCULEUS may verify and change the software with software free of relevant operational collisions. This Agreement will be governed by German Laws, excluding the United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980. In the event that any provision of this Agreement is found to be invalid, illegal or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. Waiver of any breach of this Agreement shall not be considered a waiver of any subsequent breach of the same or any other provision of this Agreement.
Place of Jurisdiction. Place of jurisdiction is Frankfurt am Main/Germany.