OCTOPWN END USER LICENCE AGREEMENT

1. Cease any ongoing order processes immediately and refrain from registering/installing the Software.
2. If the Software however has already been installed, discontinue its use forthwith and delete his/her account and the downloaded content.

• Use/Download, the Software solely for lawful and internal business activities.
• Create backups strictly for operational continuity in case of offline version of the Software.
• Utilize updates and patches as provided by OCTOPWN GmbH.
• Use the Documentation in support of permitted uses and create necessary copies for legal usage.
• Analyze and publicly disclose the performance of the software, provided the results are shared with OCTOPWN GmbH under the same conditions.

• The reselling of OCTOPWN is conditional upon ensuring that purchasers agree to this Licence.
• The Licence terms are enforceable by OCTOPWN GmbH against the purchaser, and the reseller must cover all costs arising from compliance failures.

• Reverse engineering or derivative creation from the Software is forbidden unless such actions are explicitly allowed under copyright law.
• Any knowledge obtained from legally permitted reverse engineering must:
  • Serve only to enable interoperability with other software.
  • Not be disclosed or provided to third parties without prior written consent from OCTOPWN GmbH.
  • Not be used to create software substantially similar to the Software.

• Availability of Updates: The Licensor may, from time to time, offer updates or new versions of the Software to its customers. For the duration of the existing license, such updates or new versions may be provided to the Licensee at no additional charge.
• New License Agreement: To access such new versions, the Licensee must agree to any new terms and conditions set forth by the Licensor specific to the update or new version. If no specific new terms are provided, the existing terms of this EULA will continue to govern the use of the updated or new version of the Software.

• Notice and Cooperation: Upon receiving notice of a third-party claim alleging that the Software infringes or misappropriates intellectual property rights, the End User must promptly notify the Licensor in writing and provide all necessary cooperation, at the Licensor's expense, to defend such claims.
• Rights of Licensor: The Licensor retains the exclusive right to defend or settle the claim on behalf of the End User.
• Remedial Actions: If the Software is deemed to infringe or misappropriate third-party intellectual property rights, the Licensor may, at its discretion and at no cost to the End User:
  • Modify the Software to eliminate the infringement claim.
  • Obtain a license to allow the End User to continue using the Software.
  • Terminate the license and refund any prepaid fees for the remainder of the term, provided such termination is notified 30 days in advance.

• The infringement claim does not specifically relate to the Software.
• The claim arises from the use of the Software in combination with non-provided software, data, or processes.
• The claim pertains to Software provided for free, under a trial, or a community license.
• The claim results from misuse of the Software by the End User or a third party, or from a breach of this Agreement by the End User.

• Loss of turnover, sales, revenue, or profits;
• Loss of business, contracts, or opportunities;
• Business interruption;
• Loss of anticipated savings;
• Loss of or damage to data or software;
• Loss of reputation or goodwill;
• Any other indirect or consequential losses.

• The End User must delete or remove the Software from all computer devices in their possession including temporary storages (e.g. browser cache) including if the End User is running the Software on a third party system, because the End User must ensure that the Software is removed from that third party system in full compliance with the foregoing.
• The End User must destroy all copies of the Software in their possession, custody, or control.
• If the Software is destroyed, the burden of proving that this is true lies at the End User.

• The End User is obligated to pay all outstanding fees and any other amounts accrued under the Licence up to the date of termination, including those which may not yet be due.

• The Licensor retains the right to assign, transfer, charge, subcontract, or otherwise dispose of this Licence and any rights or obligations under it, at any time during the term of the Licence.
• This flexibility allows the Licensor to maintain operational efficiency and adapt to changing business needs or corporate structure without impacting the End User’s rights or the overall validity of the Licence.

• Electronic Notices: A notice sent by email is considered received and duly delivered 24 hours after the email is sent, unless the sender is notified that the email address is invalid or that the email was not delivered.
• Postal Notices: A notice sent by post is considered received and duly delivered three days after the date of posting, provided that the letter was properly addressed, stamped, and dispatched. Proof of such posting will be sufficient evidence of delivery.
• Notices on Licensor’s Website: Notices posted on the Licensor’s website are deemed received when they are published.

• For postal notices, evidence that the letter was correctly addressed, stamped, and posted will constitute proof of delivery.
• For email notices, evidence that the email was sent to the email address specified by the recipient will suffice as proof of delivery.

• 10.2.1. Industrial disputes such as strikes, lockouts, or other industrial actions.
• 10.2.2. Civil unrest, riot, invasion, terrorist attack or threat, war (declared or undeclared), or preparations for war.
• 10.2.3. Acts of God, including but not limited to fire, explosion, storm, flood, earthquake, subsidence, epidemic, or other natural disasters.
• 10.2.4. Inability to use trains, ships, aircraft, motor transport, or other means of public or private transport.
• 10.2.5. Inability to use public or private telecommunications networks.
• 10.2.6. Laws, regulations, governmental acts or restrictions.

• The Licensor's performance under this Licence is considered suspended for the duration of the force majeure event, and it is entitled to an extension of time for performance equal to the duration of the force majeure period.
• The Licensor will make all reasonable efforts to mitigate the effects of the force majeure event and to find a solution that allows it to fulfill its obligations under the Licence despite the force majeure event.

• 11.1 Non-Waiver of Rights: The failure or delay by the Licensor to enforce at any time any of the provisions of this Licence, or to require at any time performance by the End User of any of the provisions of this Licence, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of the Licensor to enforce each and every such provision thereafter. The express waiver by the Licensor of any provision, condition, or requirement of this Licence shall not constitute a waiver of any future obligation to comply with such provision, condition, or requirement.
• 11.2 Effect of Waiver: A waiver by the Licensor of any breach of any provision of the Licence shall not be taken or held to be a waiver of any subsequent breach of the provision or as nullifying the effectiveness of such provision, nor shall any delay or omission on the part of the Licensor to exercise or avail itself of any right, power, or privilege that it has, or may have hereunder, operate as a waiver of any right, power, or privilege by the Licensor.
• 11.3 Formal Requirements for Waiver: No waiver of any of the terms of this Licence shall be valid unless it is in writing and signed by an authorized representative of the Licensor. This written waiver shall specifically refer to the provisions being waived and shall not imply a waiver of any other terms or any future occasions.

• 12.1 Severability of Provisions: If any provision, or part of a provision, of this Licence is found to be invalid, unlawful, or unenforceable by a court or other competent authority, that provision or part-provision shall be deemed severable and will not affect the validity and enforceability of the remaining provisions of the Licence.
• 12.2 Continuation of Effect: The remaining provisions of the Licence shall continue to be valid and enforceable to the fullest extent permitted by law. In such cases, the parties agree to amend the affected provision to reflect the original intent of the clause as closely as possible in a lawful and enforceable manner.

• 13.1 Comprehensive Agreement: This License, along with any documents expressly incorporated by reference, constitutes the entire agreement between the parties regarding the licensing of the Software and Documentation. It supersedes all prior agreements, understandings, negotiations, and communications, both oral and written.
• 13.2 No Reliance on Unstated Representations: The parties acknowledge that in agreeing to this License, they have not relied on any representation, undertaking, or promise except as expressly stated within this License. This includes any statement or written representation made by either party or during any negotiations between the parties prior to the signing of this License.
• 13.3 Remedies for Misrepresentations: Neither party shall have any remedy in respect to any untrue statement made by the other, whether orally or in writing, prior to the date of this License (unless such untrue statement was made fraudulently). The sole remedy available to either party shall be for breach of contract as outlined in these Terms and Conditions.

• 14.1 Governing Law: This Licence, and any dispute, claim, or controversy arising out of or in connection with this Licence, whether in contract, tort or otherwise, will be governed by and construed in accordance with the laws of Switzerland.
• 14.2 Jurisdiction: The parties irrevocably agree that the courts of Switzerland shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Licence or its subject matter or formation (including non-contractual disputes or claims).