END-USER LICENCE AGREEMENT FOR Be.Smart PUBLISHER4VLT

Please read the following License Agreement carefully before continuing. If You do not accept the terms of this Agreement, You are not permitted to use the Product. Please click the "Cancel" button and do not download, access or use the Product.
This End-User License Agreement (“EULA”) governs your use of the software application and its associated upgrades, patches and updates as selected during the order process (“Software Product”) as well as of all associated data and documentation, regardless if contained in the Software Product or made available separately or together with the Software Product. 
You agree to this EULA on behalf of the company or other legal entity for which you are acting or, if there is no company or other legal entity, on behalf of yourself as an individual (in either case, “You”).  If you act on behalf of a company or other legal entity when accepting this EULA, you also hereby declare to be authorized to perform such legal actions on behalf of the company or legal entity. The EULA is entered into between You and Arkance Development s.r.o., registered in the Commercial Register maintained by the Municipal Court in Prague under file number C357549, email: orders.cz@arkance-development.com (hereinafter the ”Provider”). 

1.	Acceptance of the EULA 
1.1.	The Provider is willing to license the Software Product to You, including all data and documentation contained in or provided with the Software Product to You only upon the condition that You accept all of the terms and conditions contained in this EULA. 
1.2.	By accepting this EULA by clicking on the "Accept" button during registration of Your account, installation, copying or other access or use of the Software Product or by its acceptance in any other manner, You confirm that You accept all terms and conditions of this EULA and agree to be bound by them. 
1.3.	You acknowledge that the Software Product is protected by an activation lock and, with exception of the free trial license type, cannot be used except in conjunction with a valid activation code issued by or on behalf of the Provider. You undertake that under no circumstance You may deactivate the security codes of the activation code.
	
2.	Duration
2.1.	The term of this EULA commences on the day of Your acceptance of this EULA and terminates with the lapse of the license period (as delimited in the annex No. 1 hereto). The term of the EULA may be renewed upon Your request.

3.	Termination 
3.1.	By the Provider
3.1.1.	If You have not entered into this EULA as a consumer (i.e. as a natural person acting outside his trade, business or profession), the Provider may withdraw from this EULA and/or suspend the license to use of the Software Product upon notice if You breach this EULA, or the Provider has a reason to believe that You use the Software Product in breach of law. In case of withdrawal from this EULA or license cancellation/suspension under this paragraph, you are not entitled to any refund. 
3.1.2.	If You have entered into this EULA as a consumer, the Provider may withdraw from this EULA and/or cancel/suspend the license to use of the Software Product upon notice if You breach this EULA in a material manner, or the Provider has a reason to believe that You use the Software Product in breach of law. In case of withdrawal from this EULA or license cancellation/suspension under this paragraph, you are entitled to a refund proportional to the remaining time of the license term.   
3.1.3.	In case of withdrawal from this EULA or license cancellation/suspension under subsection 3.1.1 or 3.1.2,  Your rights and licenses granted hereunder, including Your right to possess and use the Software Product for any purpose, will end immediately upon delivery of a notice of withdrawal/cancellation/suspension to You. The Provider has the right, but is not obliged, to notify You of intended withdrawal and to request You to remedy the breach within a proportionate grace period set by the Provider in order to preserve Your license.
3.1.4.	The Provider has the right to suspend or cancel specific services or Software Product access if respective payment is not received before its due date, or if the license term has expired. 
3.2.	By You
3.2.1.	You are free to cease using the Software Product at any time; however, the Provider will not refund payments made for commenced license periods. 

4.	License 
4.1.	The Software Product, including but not limited to logos, graphics, trademarks, service marks, technology, whether patentable or unpatentable, copyrights, trade secrets, know-how, accompanying documentation, text, software etc., is Provider’s intellectual property which is owned by, or validly licensed to, the Provider. You shall have no rights, title or interest in or to the Software Product other than the right to use it in accordance with the terms of this EULA.
4.2.	The Software Product is not sold and any rights to the Software Product are not assigned onto You. By entering into this EULA, You get a non-exclusive license, for the duration of the license term as set in the annex No. 1 hereto, to install and use the Software Product and its accompanying documentation solely (i) in accordance with the accompanying user documentation for the Software Product made available to You, if any, and (ii) within the scope of the license type, as described in detail in the annex No. 1 to this EULA, including the permitted number of users, territory and other attributes specified for the license type You have selected when purchasing the license. If Your license purchase order does not specify one or more of those attributes, the license will be (a) a free trial version as specified in the annex No. 1 hereto; (b) for You as an individual or, if You are a company or other legal entity, for one named employee.
4.3.	You may not transfer the license or grant any sublicense to the license with the exception of granting of a sublicense to a company affiliated to You. For the purpose of this section, a company shall be treated as affiliated to You only if it is controlled by You, controlling You or under common control with You; and for such purpose control shall mean the direct or indirect ownership of more than fifty percent (50%) of the voting interest in such company (“Affiliate”). 
4.4.	Any and all rights to the Software Products and/or its components not explicitly granted to You through this EULA remain with the Provider. This includes copyright, patent, registered and unregistered design, know-how, trademarks, Software Product names, company names, other marks/signs, slogans, domains (names), (rights to) software, programming codes, databases, access data/activation codes/passwords or other industrial or intellectual property, irrespective of the fact whether the objects are registered or not.
4.5.	If You are a legal entity, the license described in this EULA may be exercised by: 
4.5.1.	Your employees or employees of Your Affiliates, who use the license within scope of their employment only;
4.5.2.	Your or Your Affiliate’s contractors who use the license on a device owned by You or Your Affiliate and use the license exclusively to provide services to You or Your Affiliate. 
4.6.	You must acquaint your employees or other persons which may use the Software Product or copies thereof in compliance with the section 4.5 above with all terms and conditions of this EULA as well as ensure strict compliance with this EULA.
4.7.	With the exception of the license type “Free trial”, the license to the Software Product is granted for a license fee. The amount of license fee and its payment terms are specified on the license purchase order or in license offer You have accepted.      
4.8.	Unless explicitly allowed by this EULA, the license does not grant You a right to sublicense, rent, lease, loan, post, upload, publish (including publishing on the Internet), transmit, or otherwise distribute the activation code, the Software Product or any part of it. You may not make the activation code, the Software Product or any part of it available in any form whatsoever to a third party, except as expressly provided in this EULA. The component parts of the Software Product may not be separated or used on more than one computer. You shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or data of the Software Product except to the extent You may be expressly permitted to decompile under applicable law and if the same effect cannot be reached by different means. You shall not modify, adapt, translate the Software Product, the source code or make any other derivative works of it. You may make a single copy of the software of the Software Product for backup and archival purposes only provided that any copy must contain all proprietary notices included in the original. 

5.	Warranties 
5.1.	PROVIDER PROVIDES THE SOFTWARE PRODUCT AS IS AND WITH ALL FAULTS. The Provider does not make AND HEREBY DISCLAIMs ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE PRODUCT. 
5.2.	If You have entered into this EULA as a consumer (i.e. as a natural person acting outside his trade, business or profession), the regulation of the previous section 5.1 does not apply in scope in which it would limit or exclude Your statutory rights from defects of the Software Product or to damages.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
5.3.	You acknowledge that You have been sufficiently acquainted with the Software Product and its specification prior to the execution of this EULA and are fully aware of functionalities of the Software Product. You are solely responsible for determining whether the Software Product is fit for Yours intended use of the Software Product. 
5.4.	You are aware that the Software Product may contain defects, its content may be inaccurate, and its operation not always smooth. You shall use Your best efforts to prevent any damage to You or Your data, systems, documents etc. caused due to defects of the Software Product (in particular (i) back-up Your data before their upload into the Software Product, (ii) frequently save any results generated through the Software Product, (iii) use the Software Product in strict compliance with user documentation, guide and trainings, (iv) use of the Software Product in configuration recommended by the Provider). 
5.5.	You assume sole responsibility for results obtained from Your use of the Software Product, for conclusions drawn from such use or for managerial decisions made based on the results.

6.	Your data and results. 
6.1.	If You create a work protected by the intellectual property rights using the Software Product strictly in line with the EULA (such as plans, drawings, etc.), and such work does not represent a derivative copyrighted work (i.e. it is not pre-programmed or otherwise pre-determined by the Software Product and can be separated from the Software Product), You shall acquire all intellectual property rights to it in compliance with the applicable law. 
6.2.	The Provider shall not handle any matters related to the Your copyrighted work or assume any liability for infringements of third parties’ copyright You may commit when using the Software Product. You hereby agree to indemnify and hold the Provider harmless against any and all losses, liabilities, expenses (including reasonable attorneys’ fees) suffered or incurred by the Provider by reason of any claim, suit or proceeding  arising out of or relating to (i) Your content; (ii) Your (including Your authorized users’) use of the Software Product, including any results produced by such use; and (iii) Your (including Your authorized users’) breach of this EULA. 
6.3.	You are advised to protect the access data/ activation codes/ passwords provided to You by the Provider as well as data entered during use of the Software Product. You shall be responsible for any unauthorized use of the Software Product. 
6.4.	You shall immediately report to the Provider the loss of access data/ activation codes/ passwords or the suspicion of their theft or misuse. In such a case, you are obliged to take appropriate action (e.g. request blocking the access data or password reset). You are responsible for any damage caused by a breach of this obligation.
6.5.	You are advised to make backup copies of data entered into the Software Product as well as of any results created using the Software Product. The Provider is not legally obliged to save and provide You the data after the license term lapses and does not assume liability if the data is for any reason lost or altered. 
6.6.	If the Software Product features allow You to share information or any data with third parties, the decision to share belongs solely to You, and You assume responsibility for legality and the effects such sharing might have.

7.	Liability
7.1.	To the full extent allowed by the governing law, the Provider shall not bear any liability, whether based in contract or tort (including negligence), to You or third parties for incidental, consequential, indirect, punitive, or other damages of any kind, including loss of profits, revenue or savings, or loss of time, opportunity, or data, arising out of or in connection with use of the Software Product, even if You have notified the Provider these could occur. In no event and regardless of the ground of the claim, will the Provider’s aggregate liability for damages to You or any other person ever exceed the amount of 5,000.00 € (in words: five thousand Euro). The regulation of this section 7.1 does not apply if You have entered into this EULA as a consumer (i.e. as a natural person acting outside his trade, business or profession), in which case Provider’s liability towards You shall be in statutory scope.  
7.2.	The Provider does not guarantee or is liable for the availability of the Software Product or for its performance, reliability or responsiveness or any other performance or time parameters. 

8.	Personal data. 
8.1.	Each Party remains responsible for compliance with the statutory and regulatory rules on the protection of personal data applicable to it. This may include also, but not only, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (“GDPR”) and the relevant national laws applicable to each of the Parties. 
8.2.	Regulation of this article shall not be interpreted as Provider’s undertaking to submit itself to the GDPR regulation in circumstances which do not fall within its scope as delimited by the GDPR.	
8.3.	If You enter into this EULA as a legal entity and provide the Provider with personal data related to any individual persons such as Your authorized users or contact persons, You undertake to inform these persons about how their personal data is processed by the Provider in scope described in this EULA.
8.4.	The Provider, as the controller in sense of the GDPR, collects the following personal information: 
8.4.1.	if You register as an individual person, the Provider collects from You or from its authorized distributors: 
⦁	Your identification data (e.g. first name, surname, date of birth, address of permanent residence)
1	Your contact data (e.g. email address, phone number)
2	Your Login credentials and related information such as security questions/answers or tokens
3	products or services You may be interested in
4	Your billing information (e.g. Your credit card or bank details) 
5	Software Product access data (e.g. IP address of the device on which you operate the Software Product, exact time of Software Product usage, details of your browser and operating system, number of devices on which the Software Product is accessed)
8.4.2.	if You register as a legal entity, You provide the Provider, either directly or through its authorized distributor, with personal data relating to the contact person chosen by You and to Your authorized users, namely: 
⦁	their identification data (e.g. their name, surname)
1	information about their employment or similar relationship
2	their contact data (e.g. their email address and phone number)
3	their Login credentials and related information such as security questions/answers or tokens 
further, the Provider collects Software Product access data (e.g. IP address of the device on which you operate the Software Product, exact time of Software Product usage, details of your browser and operating system) directly from your authorized users. 
8.5.	The data is processed for the duration of the contractual relationship between You and the Provider and for a subsequent period of 10 years. 
8.6.	Such data is processed either based on a contract, i.e. this EULA, or protection of Provider’s legitimate interests such as enforcing Software Product usage restrictions and ensuring security, stability and functionality of the Software Product and its access.
8.7.	The Provider may share the data with its distributor who mediated Your purchase of the Software Product license on its behalf. Possible recipients of data also include public administration authorities, courts, legal representatives, companies providing advisory services to the Provider. Provided the data is collected within European Union, it is not transferred to a third country and vice versa. 
8.8.	Provided GDPR applies to the personal data processing, each data subject, which may be either You as an individual person or Your authorized user or contact person, have the right to information, to rectification or erasure of personal data, rectification of processing, to object to the processing, to data portability as well as to complain to a data protection supervisory authority about processing of its personal data by the Provider. 
8.9.	Provided GDPR applies to the personal data processing and the legal basis for processing of personal data is Provider’s legitimate interest, the data subject can raise an objection to the processing of its data. This is the case if the processing is not required (in particular to) fulfil this EULA. When exercising the right of objection, the Provider requests that the data subject outlines the reasons why the Provider should not process the data subject’s personal data in the manner the Provider has described. If the data subject presents to the Provider its reasons, the Provider shall check the circumstances and either stop and/or adjust the processing of the data, or present compelling counterarguments for continuing with the data processing.
8.10.	The Provider has appointed Nicolas Shah as its data protection officer. You may contact him in matters related to personal data processing via the following email address dpo@monnoyeur.com. 
  
9.	Refences. 
9.1.	If You are a legal entity, the Provider may publish Your name as a reference customer on its company website and in other marketing materials.   

10.	Code of Conduct. 
10.1.	When using the Software Product, You agree to abide to the terms of the EULA and the requirements of the applicable law. In any case, You are not permitted to (a) use the Software Product in breach of the EULA; (b) use the Software Product for illegal activities; (c) infringe upon intellectual property rights of the Provider or third parties; (d) act in breach of Provider’s Privacy Policy;(d) submit fake data/contacts, create fake accounts, or use deceptive or false source-identifying information. 

11.	Amendments. 
11.1.	This EULA may be amended at any time during its term upon the mutual agreement of You and the Provider. The Provider however reserves the right to change, modify, add or remove any part of the EULA to a reasonable extent, in particular the conditions of personal data protection, license provisions, liability and guarantees provisions, description of license types, etc. The Provider will notify You of any change in time and make the new version of the EULA available to You by sending it to the email address You have used to register Your account with the Provider or You have identified as Your contact email address. Should You disagree with the change, You are entitled to terminate this EULA by written notice with 7 days’ notice period; in such a case, the Provider shall refund You, proportional to the remaining time of license term. If You do not notify the Provider within 7 days after receiving notice of the change, the Provider may rely on Your consent with the notified change to the EULA.

12.	Governing law, disputes and jurisdiction 
12.1.	This EULA, including any rights, obligations and claims of the parties shall be governed by and construed in accordance with the law of the Czech Republic, without reference to the principles of conflict of laws. 
12.2.	Any dispute, claim or controversy arising out of or relating to this EULA, including the breach, performance, termination, enforcement, interpretation or validity of this EULA (and whether under contract, tort, including and strict liability, competition law or otherwise), and including the determination of the scope or applicability of the dispute resolution provisions of this EULA (hereinafter “dispute”), will be finally determined by the courts of the Czech Republic with territorial jurisdiction determined by the registered seat of the Provider.
12.3.	You shall first attempt to resolve any dispute you may have with the Provider amicably by contacting the Provider on the following email: […]. Should it turn out impossible to find an amicable resolution within 30 (thirty) calendar days from the date when the Provider confirmed receipt of Your complaint or when the Provider sent complaint to You, the dispute shall be solved through formal procedure as described above. 
12.4.	If You have entered into this EULA as a consumer (i.e. as a natural person acting outside his trade, business or profession), regulation of the section 12.2 and 12.3 does not apply. The Provider may bring a claim with respect to the EULA against You only in the courts of the country where You reside, and You have the right to bring a claim with respect to the EULA against the Provider either in the courts of the Czech Republic or in the courts of the country where You reside. In any case, You and the Provider have the right to bring a counterclaim in the court in which, in accordance with this provision, the original claim is pending. Further You may pursue alternative dispute resolution of any claim You may have against the Provider. 

13.	Miscellaneous. 
13.1.	If one or more provisions of this EULA are held to be invalid or unenforceable or declared as such pursuant to statutory or regulatory provisions or a final court decision, they shall take full effect if they have been superseded by similar valid or enforceable provisions. The other provisions shall remain in force. 
13.2.	Acceptance by a Party of a breach does not confer any vested right on the other Party.
13.3.	No express or implied waiver constitutes consent or waiver of any past or future breach.
13.4.	In case of difficulty of interpretation or in case of contradiction between a title and a section, the title is considered null and void.
13.5.	The Parties confirm that it is their wish that this EULA has been written in the English language. Therefore, the English language version of this EULA will be the version used when interpreting or construing this EULA, and any notices or other communications in connection with this EULA will be provided in the English language.
13.6.	Annex No. 1 – License types constitutes an integral part of this EULA.

Annex No. 1 - License types

The features of the Software Product available to You and the terms of use of the Software Product depend on the licence type You have chosen. The extent of user rights is further detailed in the EULA.

1.	Definitions
For the purpose of this annex, the following terms shall have the following meaning:
1.1.	Update - a package containing a patch, workaround, improvement, correction or modification of the Software Product Upgrade which may be from time to time released by the Provider. Updates are labelled by a decimal number (e.g. 21.1, 21.2);
1.2.	Upgrade – new version of the Software Product with significant changes or improvements over the Current version which may be from time to time released by the Provider. Upgrades are labelled by a whole number (e.g. 21.0, 22.0) ;
1.3.	Current version – the latest version (Upgrade) of the Software Product together with all Updates released by the Provider to this Upgrade to the date of the download;
1.4.	Per user license – license type which requires a separate license for each individual using the Software Product;
1.5.	Per site license – license type which requires a separate license for each server on which the Software Product is run. This type of license includes per job server or per server license. 

2.	License types
Different Software Product license types contain different sets of features and confer upon You different rights to the Software Product. Depending on Your choice, You will have access and rights corresponding to one of the following license options:

License type: Free trial  
License period: 14 days from the date You have activated this type of license
Versions of the Software Product: 1 version: Current version
Updates, Upgrades: Yes, all Updates and Upgrades released by the Licensor during the license period
Number of users per license:
•	License offered as Per user license: 1 user
•	License offered as Per site license: Unlimited number of users
Territory: Worldwide
Purchase restrictions: You can obtain this type of license only once
Usage restrictions: Non-commercial evaluation and use of the Software Product only

License type: Annual Subscription
License period:12 months 
Versions of the Software Product: Up to 3 versions: 
•	Current version,
•	Upgrade preceding the Current version with all Updates released to it to the date of the download, 
•	Upgrade following the Current version, if released during the license period
Updates, Upgrades: Yes, all Updates and Upgrades released by the Licensor during the license period 
Number of users per license:
•	License offered as Per user license: 1 user
•	License offered as Per site license: Unlimited number of users
Territory: Worldwide
Purchase restrictions: None

3.	Notes
3.1.	Updates, Upgrades
3.1.1.	All Updates and Upgrades released after the beginning of the license term are only made available for download by the Provider. This applies regardless of their importance. All Updates and Upgrades therefore need to be downloaded and installed by You manually. 
3.1.2.	The Provider reserves the right to update or not to update the Software Product at its sole discretion. You agree and acknowledge that an Update or Upgrade may result in a change of the functionality of the Software Product.

3.2.	Per user, Per site license
3.2.1.	Per user license may not be used concurrently on different devices. The license may be operated on up to 3 devices. The license may not be transferred, assigned or otherwise made available to other individual during the term of the license.
3.2.2.	Per site license may be concurrently used on one server. The license may not be used concurrently on different devices.