End User License Agreement and Certificate of Limited Warranty of the Tell Watch, Tell Archi, Tell Industry Product (here in after referred to as ‘Software’).
This End User License Agreement (‘EULA’) is a contract between (a) you (either an individual or a legal entity) and (b) Sword Services SA (a company or legal entity)(‘Sword), and it governs your use of any software (i) installed or provided by Sword for your use. ‘Software’ means any computer software, and may include associated media, printed materials and any documentation available online or electronically.
The rights to this program are only offered to you subject to your acceptance of all the terms and conditions of this EULA. By installing, copying, downloading or using the Software, you agree to be bound by the terms of this EULA. If you fail to accept the terms of this contract, your sole remedy is to return all the unused product (hardware and Software) within 14 days of the date of purchase to obtain a refund for them, on the terms and conditions in force in the place of purchase.
- Grant of License. Sword grants you the following rights provided that you respect all the conditions and provisions of this EULA.
- Use. You may use the Software indefinitely. The Software may be installed on different devices. Unless otherwise stated in any additional license agreement, you are not allowed to separate the components of the Software for use on multiple devices. You are not authorized to distribute or copy the Software other than for backup.
- Copies. You may make copies of the Software for archiving or backup, provided they contain all the copyright notices and notices of original ownership of the Software, and are used solely for purposes of backup or archiving.
- Reservation of Rights. Sword retains all the rights that are not expressly granted to you in this EULA.
- Updates. To use Software identified as constituting an update, you must first have a license for the original Software which Sword is offering to upgrade. After the upgrade, you may use the original Software which constitutes the basis of your eligibility for the upgrade. Each upgraded license requires use of the original Software license. The acquisition of upgrades does not give you any right to use additional copies of the original Software, unless a license has also been granted for additional copies of the original Software.
- Additional Software. This EULA applies to updates or add-ons associated with the original Software supplied by Sword, provided that Sword does not apply other conditions at the time of the update or add-on. In the event of conflict, these other conditions prevail over this EULA.
- Transfer. Unless otherwise provided for in this EULA, you may not (and may not permit or encourage any third party to):
- Copy, duplicate or reproduce the Software in any manner whatsoever;
- Distribute, network, sub-license, rent, loan, assign, convey or transfer the Software (or any copy or part of the Software), or any interest therein, to any third party whatsoever;
- Remove, alter or obscure any product identification, trademark, brand name, confidentiality or ownership notice, or any other word or caption affixed to or placed within the Software;
- Use the Software as a part of shared administrative or commercial usage or in any other manner not expressly authorized by this agreement;
- Incorporate the Software (or any copy or part of the Software) in your own products; or
- Modify or disable the Software licensing mechanisms for any reason whatsoever.
- Intellectual Property Rights. All the intellectual property rights relating to this Software and to the user documentation are the property of Sword or its suppliers, and are protected by law, including but not limited to those relating to copyright, trade secret and patents, and any other law and provisions of applicable international treaties.
- Limits to Reverse-Engineering. You may not (and may not permit or encourage any third party whatsoever to):
- Reverse-engineer, disassemble or decompile the Software or any part thereof, or try to extract the source or modifiable code; or
- Alter, adapt, modify, translate or enhance the Software, or create a product derived from the Software. If the current law were possibly to authorize any such restricted actions, you agree to first request AiM to provide all the information necessary for interoperability without modifying or reverse engineering the Software. Notwithstanding anything to the contrary, you are only authorized to reverse-engineer the Software within the limits and for the purposes expressly authorized by the applicable law if, and only if, AiM does not agree to your request.
- Term. This EULA is effective until terminated or rejected. This EULA may also be terminated by virtue of other appropriate provisions or in the event of failure to respect one of these provisions.
- Consent to Use of Data. You grant Sword and its subsidiaries the right to collect and use the technical information that you provide as part of the technical support services associated with the Software. Sword undertakes not to use this information in a form that may personally identify you, unless such information is required to for the delivery of said services.
- Limits to Guarantees. Sword warrants that the Software will substantially conform with its specifications during a period of ninety (90) days from the date of purchase or lease by Sword, or from the date when Sword (or one of its authorized distributors) completes the installation, whichever event is later. Sword ensures that the delivered Software will substantially conform to its specifications throughout the warranty period.
- Limitation of Liability. Notwithstanding any damage that may be suffered, the total liability of Sword and its suppliers by virtue of any provision of this EULA, and your exclusive remedy for all the above, is limited to the amount paid separately for the Software. to the extent permitted by applicable law, Sword or its suppliers may not in any event be held liable for any damage, whether special, incidental or consequential damage, including but not limited to any damage from loss of profits or loss of confidential or other data, or for the cost of warranty, business stoppage, personal injury or invasion of privacy arising out of or related in any way whatsoever to the use of, or inability to use, the software, or arising out of any provision of this eula, even if Sword or its supplier has been advised of the possibility of such damage and if the remedy fails in its essential purpose. Since some countries or jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above may not apply to you.
- Applicable Law. This EULA is governed by the laws of Switzerland. The courts of Geneva have jurisdiction.
2. Terms of Service
The customer has purchased one (or more) license(s) of the products (hereinafter referred to as ‘Software’) and wishes to make use of the maintenance and support services in order to optimize its use of them.
- Purpose of the Contract. Sword Services SA (here in after ‘Sword’) undertakes to provide to the customer, who accepts, the service of maintenance and support for the Software, as provided for in this contract.
- Services Provided. Within the framework of this maintenance and support contract, Sword undertakes to:
- Maintain the three latest versions of the Software covered by this contract;
- Assist the customer in using said Software;
- Correct any malfunctioning of the maintained Software or, failing that, to provide workarounds;
- Assist the customer in restoring the Software and files to good working condition after an accident caused by a malfunction of the Software;
- Inform the customer of any changes made to the maintained Software and to give him all documentation on this subject;
- Make revisions to the Software (modifications, adaptation, development, etc.), which are required after a change in current regulations, provided that the system installed with the customer allows this.
- Performance of the Contract. Without excluding any others, the following items are not, in any event, covered by the Maintenance and Support services:
- Rebuilding files in the event of accidental destruction;
- Developing new programs;
- Adding to or changing existing programs not required by a change in current regulations;
- Training customer’s staff on the system;
- Operational working;
- Backups of files and operational data entries;
- Software other than those specified, which operates in linkage with them;
- Specified Software allegedly altered by service providers other than Sword;
- The system, accessories and supplies;
- Changes to be made to the Software for use on a system other than that provided for.
- Additional Services. Services not expressly included in the list of services provided, may be delivered by Sword as additional services and invoiced separately, after receipt of a request and after reaching prior agreement on the financial terms and conditions.
- Register of defects. Sword s’engage à tenir un registre de toutes les anomalies et incidents concernant les Logiciels; il devra indiquer dans ce registre tous les faits ayant entraîné ou susceptibles d’entraîner une anomalie dans le bon fonctionnement.
- Service organization. Sword will take action, either on its own initiative or at the request of the customer, on the occurrence of an event covered by maintenance. Support may be provided by telephone if the problem can be resolved by this means. If this method of support is not possible, AiM will take action within 48 hours by any electronic means which enables a remote connection. Sword also provides an email address (email@example.com) for the collection of requests and applications. Sword is committed to making available its new features development plan at least once a year. Sword is committed to making available, once a year, a new version of the Software incorporating bug fixes and new features. Sword makes a telephone service available during the following hours:
- From Monday to Friday,
- from 8 a.m. to 12 p.m. and from 2 p.m. to 5 p.m.,
- Excluding public holidays in the canton of Geneva.
- Obligations of the Customer. The customer must have the appropriate licenses for use of the Software. The customer agrees to comply with the terms for normal use of the Software, to strictly implement the instructions given by Sword, and to comply with all the provisions of this contract. The customer must give access to its premises for all persons authorized by Sword when on-site work is justified. The customer will notify Sword about any defects in the functioning of the Software and will inform it about any changes in the regulations that may make it necessary to revise the maintained Software.
- Term and Termination. This contract is entered into for a period of one year. Unless termination is confirmed by written notice from either party at least three months before the termination date, it will automatically be renewed for a further period of one year. A maintenance contract which has been terminated may be renewed and result in an upgrade of the Software. In such case, Sword will be entitled to require payment for the years of maintenance that have become due since termination.
- Pricing. The initial pricing may be changed with three months’ notice to take account of changes in prices.
- Amendments. This contract may only be amended with the written agreement of the two parties.
- Governing law and jurisdiction. This Agreement is subject to Swiss law. The courts of the Republic and Canton of Geneva shall have jurisdiction over any dispute arising in connection with this agreement. Appeals to the Federal Court are reserved.