General Licence and Commercial Terms and Conditions (“EULA” - End User Licence Agreement) for Visual PHP™

1. Basic Provisions and Definitions of Terms

1.1. All rights within the intention of Act No. 121/2000 Coll., on copyright, rights related to copyright and amendments to some acts, (the Copyright Act) to the Visual PHP™ computer software, databases used therewith and other components attached (hereinafter referred to as the “Product”) are owned by E-VISION International, s.r.o., company registration No. 28270533, with the registered office at Příkop 843/4, Brno 1, postal code 602 00 (hereinafter referred to as the “Provider”). The Provider declares that it is entitled to grant licences to exercise the right to use the Product to third persons (hereinafter referred to as the “Licensee”) in the stated scope specified in these licence terms and conditions of the use of the Product.

1.2. The Licensee undertakes, when exercising the right to use the Product, to observe and protect the rights within the intention of Act No. 121/2002 Coll., on copyright, rights related to copyright and amendments to some acts, (the Copyright Act) as well as other intellectual property rights relating to the Product or related to the use thereof and to protect the Provider’s business secret (especially the ideas and principles on the basis of which individual parts of the Product work).

1.3. “Demo Version” means the Product that has limited functionality and must not be used for commercial purposes.

1.4. “Trial Version” means the Product that has time-limited functionality and must not be used for commercial purposes.

1.5. “Remuneration” is the price of the Product licence according to the Provider’s valid price list.

1.6. “Innovation” or “Upgrade” is a change to a new (higher) version of the same or similar or more extensive Product.

1.7. “Licence” means the transfer of limited property rights to use the Product to the Licensee.

1.8. “Server” is an automated program running on a computer permanently connected to a computer network that offers services to other computers.

2. Granting and Scope of the Licence 

2.1. On the basis of the conclusion of the agreement, the Provider provides the Licensee a hardware key for an indefinite term. This Licence entitles the Licensee to use the Product (in the current version and all older versions) by means of developer accounts (a Developer Licence) that the Licensee obtains together with this Licence. The Licensee is entitled to use the Product in the version that is available upon obtaining the License. Unless otherwise agreed, the term of License is calculated from the moment the Remuneration for the Licence is paid. The Licence provided is non-exclusive and non-transferable just as well as the hardware key is.

2.2. On the basis of the conclusion of the agreement, the Provider provides the Licensee the “Update Licence” for a fixed term (the period is specified in the Provider’s current price list). This licence entitles the Licensee to use newer higher version of the Product for the whole period stated. Upon the expiration of this term the Update Licence terminates and the Licensee loses the right to use newer versions of the Product than those made out during the validity period of the Update Licence. The first Update Licence is made out free of charge; for each additional Update Licence, the Remuneration is determined according to the Provider’s current price list. Unless otherwise agreed, the Licence Term is calculated from the moment when the Remuneration for the Licence is paid. The licence provided is non-exclusive and non-transferable.

2.3. By paying for or using the software, the Licensee confirms that the Licensee accepts the terms and conditions of the EULA. If the Licensee does not accept, the Licensee is obligated to refrain from any using, copying and installing of the Product.

2.4. The Licensee is entitled to provide any end product implemented under Visual PHP™ only if it owns a proper licence.

2.5. The Licensee must not modify or analyse the Product in any way, perform reverse engineering and tamper with it in other way or adapt it to any different use than that stated under the licence terms and conditions. The Licensee must not sell, lease, lend or copy either the Product or the hardware key or make them available to third persons in another way, even for partial use. The aforementioned activities may only be performed by Licensee with the prior written consent of the Provider. However, the Provider may refuse to give such consent without stating the reason.

2.6. This EULA applies to updates, accessories, add-in components or parts of the Internet services of a Product that the Provider may provide or make accessible to the Licensee after the date the first copy of a Product is obtained unless separate conditions are provided together with them. The Provider reserves the right to terminate Internet services that are provided or made accessible to the Licensee through using a Product.

2.7. If the Licensee wants to use a Product designated as an Innovation (Upgrade), the Licensee has to be the holder of a Licence for a Product designated by the Provider as a Product suitable for Innovation.

2.8. The Licensee must not reproduce the documentation supplied with the Product for the use thereof or mention the documentation or any parts thereof in the Licensee’s materials published publicly without the prior written consent of the Provider.

2.9. The Licensee is obligated to provide on the Provider’s request a list of Product users and a list of all computers on which a Product is installed or issue a declaration confirming that a Product is used in compliance with the provisions of the EULA terms and conditions.

2.10. The Licensee is obligated to inform the Provider without delay of any change of the contact and company details, including the e-mail address.

2.11. By breaching the aforementioned terms and conditions the Licensee shall lose the rights resulting from these licence terms and conditions. The Provider is entitled to impose a contractual penalty upon the Licensee for any unauthorized letting a third party use a Product; the contractual penalty shall amount to the remuneration for granting the Licence. The obligation to pay a contractual penalty shall be without prejudice to the obligation to compensate for damages caused by breaching the licence terms and conditions. A contractual penalty is payable within 10 days after a bill is delivered to the address of the Licensee’s registered office that is recorded in the Commercial Register on the date of billing or to the Licensee’s home address. The bill for a contractual penalty shall be sent by registered letter. The bill for a contractual penalty is deemed to be delivered on the third day after it has been provably sent.

3. Provisions Concerning the Guarantee and the Provider’s Liability

3.1. The Licensee acknowledges that the Software Application is an application continuously developed and improved by the Provider and is not a final software product in terms of the absence of all defects or inaccuracies. With regard to this the Provider grants the Licensee the right to use the Software Application in such state in which the Provider hands it over to the user, with any and all existing defects, if any, and without any guarantee as to its content, completeness, quality, accuracy, effectiveness, reliability, suitability for any intended purpose, usefulness or results and the user accepts this fact and shall use the Software Application at the user’s own risk.

3.2. The Product is designed and offered as a general purpose product and not for any particular purpose of any Licensee. The Licensee agrees that no product is error-free and the Provider strongly recommends to back up data regularly.

3.3. Any and all data contained in the Database is intended for information. The Provider declares that any and all information contained in the Database has been and is obtained with the Provider’s due diligence from sources deemed to be reliable and accurate; however, the Provider shall not be liable for its accuracy and for damage, if any, caused due to using it.

3.4. The Provider shall not be liable for any direct or indirect damages caused by improper installation, improper use, any accident or any abuse of a Product, including the damages and costs connected with any loss of profit, goodwill, data or computer programs. Under this provision, impropriety is to be understood any act or omission contrary to the licence terms and conditions, instructions, recommendations or user documentation of the Provider or of other manufacturers and distributors (e.g. of material data carriers).

3.5. The Provider is liable for that the material data carrier (if included) on which a Product is delivered will not show any material, manufacturing or content defects during standard use for a period of 90 days from the date of handing over thereof to the Licensee. The Licensee may send the defective material data carrier back to the Provider within this time-limit for free replacement.

3.6. The Provider is further liable for that the hardware key that is delivered with a Product will not show any material, manufacturing or content defects during standard use for a period of 2 years from the date of handing over thereof to the Licensee. The Licensee may send the hardware key back to the Provider within this time-limit for free replacement. After this warranty period, the new key will be delivered for a fee.

4. Confidential Information

4.1. When entering into a licence agreement, the Licensee may obtain access to information designated as confidential by the Provider. The Licensee shall ensure that this confidential information is jeopardized due to neither the Licensee’s employees nor third persons contracted by the Licensee. The same obligation shall be fulfilled by the Provider towards the Licensee if the Licensee designates any information made available as confidential.

4.2. The Provider reserves the right to use the Licensee’s contact data for sending information important for the full use of the Provider’s products and services. Every Licensee is entitled to reject receiving such information from the Provider by sending its rejection by e-mail to the address moc.php-lausiv@troppusi .

5. Final Provisions

5.1. These EULA terms and conditions are an integral part of the use of a Product.

5.2. The Licensee shall take such measures that neither the Licensee itself nor its employees nor third persons contracted by the Licensee (system users) is/are in breach of any of these EULA licence terms and conditions. In the event of any proved breach the Provider may terminate this EULA without limiting other rights and the Licensee thereby immediately loses its licence and all other support, including updates, if any.

5.3. If not in breach of any article of this agreement, the Licensee is entitled to other paid updates and support.

5.4. Visual PHP™ is protected by copyright and in the event of any breach or abuse the matter shall be settled in accordance with Copyright Act No. 121/2000 Coll.


© E-VISION International, s.r.o. 2009, all rights reserved.