End User License Agreement (EULA) for: Emsa TimeSynchronizer

IMPORTANT: This License Agreement is a legal agreement between you and Emsai Industrial Srl (formerly Emsa Systems), the copyright owner and Licensor of the software product identified above, further referred to as the "Software" within this document. The product includes computer software and might also include media, printed materials and associated electronic documentation. Read this document carefully before installing the software. It provides licensing information and also contains warranty information and liability disclaimer.

IMPORTANT: By installing, copying or otherwise using the Software you are confirming your full acceptance of this EULA and you agree to be bound by its terms. If you do not agree, we are unwilling to offer you a license. In this case, do NOT install, use or distribute the Software.


1. Definitions
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(a) "Licensor" means Emsai Industrial Srl and its partners
(b) "Software" means the Licensor's software program mentioned above, as well as any third party software programs supplied by the Licensor with the Software, and any other corresponding media, printed materials, and online or electronic documentation.
(c) "User" means You, the user of the Software
(d) "Registered User" means any user that has already purchased a paid license to use the Software from us
(e) "Demo Version" means a demonstrative version of the Software with limited functionality, that can be downloaded and used free of charge
(f) "Registered Version" means a full-featured version of the Software; the Software turns into the full-featured Registered version when the user enters inside the Software the License code that has been provided to them by the Licensor in return for their payment
(g) "Unregistered Version" means the limited functionality version of the Software that has not been registered yet.


2. License Grants
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(a) The Licensor grants to you, and you accept, a non-exclusive license to use the Software in machine-readable object-code form only, and the accompanying user documentation only as authorized in this EULA, provided that you comply with all terms, conditions and license restrictions comprised in this agreement.

(b) You are allowed to freely download, install and use the Demo, Trial or Unregistered version(s) of the Software on as many computers as you like. You may make archive copies of this program for the purpose of backing up your copy of the Software, and you may also pass a copy of the Demo/Unregistered version(s) by hand to anyone you know, provided that the copy of the Software includes all Licensor's copyright and other proprietary notices, is intact and unmodified, and only if you provide it free of charge.

c) In order to use the Registered version of the product, you need to purchase a license for the Registered product from the Licensor. Registered Users receive an License Code after their purchase is confirmed, which can be used to unlock the Software product into its full-featured Registered Version.


3. License Restrictions
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(a) This Software product comes with no guarantees whatsoever. Although we have gone to great lengths to ensure that the product is suitable for everyday use and in very good condition, still it comes without any guarantees, and all risk arising from using this Software remains with you, the User.

(b) You may not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reverse process, translate or otherwise reduce the Software to a human-perceivable form.

(c) You may not assign, sublicense, transfer, pledge, rent, lease, or share your rights under this EULA. You may not sell copies of the Software, unless you are authorized by us in writing as an Authorised Reseller of our Software.

(d) You agree that the Licensor may audit your use of the Software for compliance with these terms at any time. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this EULA, you shall reimburse the Licensor for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.

(e) Unless otherwise stated in this EULA, you may not modify the Software or create derivative works based upon the Software. You shall not use the Software as part of other applications you create and/or sell.

(f) In the event that you fail to comply with this EULA, the Licensor may terminate your license. In this event you must destroy all copies of the Software (with all other rights of both parties and all other provisions of this EULA surviving any such termination).


4. Copyright
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This Software is protected by copyright law and international copyright treaties. The Licensor owns the title, copyright, and all other intellectual property rights in the Software. The Software is licensed to you, not sold. Except as otherwise provided in this EULA, You (the User), or any other person or entity under your authority or control, may not transfer, rent, lease, lend, copy, modify, translate, sublicense, time-share, or electronically transmit or receive the Software, media, or documentation to another party.


5. Licensor's Rights
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You acknowledge and agree that the Software is a proprietary product of the Licensor, protected under copyright laws. You further acknowledge and agree that all right, title, and interest in and to the Software, including associated intellectual property rights, are and shall remain with the Licensor. The Licensor may terminate this License Agreement upon breach by you of any terms included in this EULA. Upon such termination by the Licensor, you agree to destroy the Software and all copies and portions of it that you have. The Licensor reserves all rights not expressly granted to you in this agreement.


6. Guarantee and Disclaimer
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(a) There is no guarantee for Software use.

(b) The Licensor takes no responsibility whatsoever, to any claim for or right to recover any damages, including but not limited to the following damages and losses:
Loss of profit, loss of data, any damage arising from using the software, including special, incidental, indirect or consequential damages, damages for loss of confidential information or ther information, damages for business interruption, virus infection and other software corruption, personal injury, loss of privacy, failure to meet any duty including of good faith or of reasonable care, for negligence, for ANY OTHER pecuniary or other loss whatsoever, arising out of or in any way related to the use of or inability to use the Product, the provision of or failure to provide Support Services, or otherwise under or in connection with any provision of this agreement, even in the event of the fault, negligence, strict liability, breach of contract or breach of warranty of the Licensor, its representatives and partners, or other similar claims, even if the Licensor has been specifically advised of the possibility of such damages.

(c) The Licensor specifically disclaims all other warranties, representations, or conditions, either expressed or implied, including but not limited to, any implied warranty or condition of merchantability or fitness for a particular purpose. All other implied terms are excluded.

(d) Specifically, the Licensor makes no representation or warranty that the software, media or documentation and any other files included with the Software are "error-free", "bug-free", "virus-free", operate without interruption, or meet any user's particular standards, requirements or needs. Under no event shall the Licensor or its representatives or partners be liable for any damages to you and any other person, regardless of the form of the claim.

(e) The Licensor a shall have no responsibility if the Software has been altered in any way, if the media has been damaged by misuse, accident, abuse, modification or misapplication or if the failure arises out of use of the Software with other than a recommended hardware or software configuration.

(f) The Software is not designed, intended or licensed for use in hazardous environments requiring fail-safe controls, including without limitation, the design, construction, maintenance or operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support or weapons systems or similar situations. The Licensor specifically disclaims any express or implied warranty of fitness for any kind of mission-critical purposes.


7. Third party products
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The Licensor is not responsible for, and does not make any representation, guarantee, or condition concerning product, media, software, or documentation not manufactured or supplied by the Licensor, such as third-parties' programs that are designed using Licensor's software or which include Licensor's programs or files, or linked to/from the Licensor's website.


8. Support services
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Software product support services are provided by to Registered Users via email. For Unregistered Users, the Licensor only provides limited technical support, in order to assist them with their evaluation of our Software product, without obligation.


9. Miscellaneous
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(a) This Agreement contains the sole and entire agreement between the parties with respect to the subject matter of this Agreement and supersedes any and all other prior written or oral agreements between them. No amendment, waiver, or modification of this Agreement or any provision of this Agreement shall be valid unless in writing and duly executed by the parties.


(b) This Agreement shall be binding upon and inure to the benefit of the parties and respective heirs, legal representatives, administrators, successors, and assigns.

(c) In the event of litigation between the parties to enforce the provisions of or with respect to this Agreement, the prevailing party shall be entitled to reimbursement for attorney's fees and costs at trial and on appeal.

(d) Captions contained in this Agreement are inserted only as a matter of convenience or for reference and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any provision of this Agreement.


(e) The parties have entered into this Agreement solely for their own benefit. They intend no third person or party to be able to rely upon nor enforce this Agreement nor any part of this Agreement. You shall not assign rights nor delegate duties under this Agreement without the prior written consent of the Licensor. Any purported assignment or delegation violating this provision shall be void.


10. Governing Law, Jurisdiction and Venue
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This Agreement and the interpretation of its terms shall be governed solely by the laws of Romania (EU). The parties consent to the exclusive jurisdiction of the courts in Bucharest, Romania and agree that exclusive venue shall lie in Bucharest, Romania. If any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction or as a result of future legislative action, such holding or action shall be strictly construed and shall not affect the validity or effect of any other provision of this Agreement.


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