SOFTWARE LICENSE AGREEMENT

BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, OR USING SOFTWARE YOU AGREE TO THE TERMS OF THIS AGREEMENT. READ THEM CAREFULLY BEFORE USING THE SOFTWARE AND CLICK ON ’AGREE” TO PROCEED.

"TopoLynx" is TopoLnyx Software Ltd. (H-9730 Kőszeg, Bertalan Erzsébet u. 10/2., Hungary).

"Software" is the following, including the original and all whole or partial copies: 1) machine-readable instructions (software) and data, 2) components, 3) audio-visual content (such as images, text, recordings, or pictures), 4) related licensed materials, and 5) license use documents or keys, and documentation.

A "Proof of Entitlement" ("PoE") is evidence of Your authorization to use a Software at a specified level. That level may be measured, for example, by the users. The PoE is also evidence of Your eligibility for future upgrade prices, if any, and potential special or promotional opportunities. If TopoLynx does not provide You with a PoE, then TopoLynx may accept the original paid invoice or other sales record from the party (either TopoLynx or its reseller) from whom You acquired the Software, provided that it specifies the name of the Software and the usage level acquired.

"You" and "Your" refer either to an individual person or to a single legal entity.

This Agreement is the complete agreement between You and TopoLynx regarding the use of the Software. It replaces any prior oral or written communications between You and TopoLynx concerning Your use of the Software.

I. ENTITLEMENT

License

The Software is owned by TopoLynx and is copyrighted and licensed, not sold.

TopoLynx grants You a non-exclusive license to use the Software when you lawfully acquire it.

You may 1) use the Software up to the level of use specified in the PoE and 2) make and install copies, including a backup copy, to support such use. The terms of this license apply to each copy You make. You will reproduce all copyright notices and all other legends of ownership on each copy, or partial copy, of the Software.

If You acquire the Software as a software upgrade, after You install the upgrade You may not use the Software from which You upgraded or transfer it to another party.

You will ensure that anyone who uses the Software (accessed either locally or remotely) does so only for Your authorized use and complies with the terms of this Agreement.

You may not 1) use, copy, modify, or distribute the Software except as provided in this Agreement; 2) reverse assemble, reverse compile, or otherwise translate the Software except as specifically permitted by law without the possibility of contractual waiver; or 3) sublicense, rent, or lease the Software.

TopoLynx may terminate Your license if You fail to comply with the terms of this Agreement. If TopoLynx does so, You must destroy all copies of the Software and its PoE.

II. CHARGES

The amount payable for a Software license is a one-time charge.

One-time charges are based on the level of use acquired which is specified in the PoE. TopoLynx does not give credits or refunds for charges already due or paid.

If You wish to increase the level of use, notify TopoLynx or the party from whom You acquired it and pay any applicable charges.

If any authority imposes a duty, tax, levy or fee, excluding those based on TopoLynx’s net income, upon the Software, then You agree to pay the amount specified or supply exemption documentation. You are responsible for any personal property taxes for the Software from the date that You acquire it.

III. NO WARRANTY

SUBJECT TO ANY STATUTORY WARRANTIES WHICH CAN NOT BE EXCLUDED, TOPOLYNX MAKES NO WARRANTIES OR CONDITIONS EITHER EXPRESS OR IMPLIED, REGARDING THE SOFTWARE, MEDIA, DOCUMENTATION, RESULTS OR ACCURACY OF THE SOFTWARE AND HEREBY EXPRESSELY DISCLAIM ANYY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE SOFTWARE IS PROVIDED “AS IS” AND TOPOLYNX DO NOT WARRANT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT (INCLUDING LACK OF NEGLIGENCE) IS WITH YOU. IF YOU HAVE RECEIVED ANY WARRANTIES REGARDING THE SOFTWARE, THOSE WARRANTIES DO NOT ORIGINATE FROM, AND ARE NOT BINDING ON TOPOLYNX OR ITS THIRD PARTY SUPPLIERS.

The exclusion also applies to any of TopoLynx’ Software developers and suppliers.

Manufacturers, suppliers, or publishers of non-TopoLynx Softwares may provide their own warranties.

In frame of this License Agreement TopoLynx does not provide technical support.

IV. LIMITATION OF LIABILITY

Circumstances may arise where, because of a default on TopoLynx’s part or other liability, You are entitled to recover damages from TopoLynx. In each such instance, regardless of the basis on which You may be entitled to claim damages from TopoLynx, (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), TopoLynx is liable for no more than 1) damages for bodily injury (including death) and damage to real property and tangible personal property and 2) the amount of any other actual direct damages up to the charges for the Software that is the subject of the claim.

This limitation of liability also applies to TopoLynx Software developers and suppliers. It is the maximum for which they and TopoLynx are collectively responsible.

UNDER NO CIRCUMSTANCES IS TOPOLYNX, ITS SOFTWARE DEVELOPERS OR SUPPLIERS LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY:

- LOSS OF, OR DAMAGE TO, DATA;
- SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES, OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES; OR
- LOST PROFITS, BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS.


V. GENERAL

Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract.

In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement remain in full force and effect.

You agree to comply with all applicable export and import laws and regulations.

You agree to allow TopoLynx to store and use Your contact information, including names, phone numbers, and e-mail addresses, anywhere they do business. Such information will be processed and used in connection with our business relationship, and may be provided to contractors, Business Partners, and assignees of TopoLynx for uses consistent with their collective business activities, including communicating with You (for example, for processing orders, for promotions, and for market research).

Neither You nor TopoLynx will bring a legal action under this Agreement more than two years after the cause of action arose unless otherwise provided by local law without the possibility of contractual waiver or limitation.

Neither You nor TopoLynx is responsible for failure to fulfill any obligations due to causes beyond its control.

This Agreement will not create any right or cause of action for any third party, nor will TopoLynx be responsible for any third party claims against You except, as permitted by the Limitation of Liability section above, for bodily injury (including death) or damage to real or tangible personal property for which TopoLynx is legally liable.

VI. GOVERNING LAW, JURISDICTION AND ARBITRATION

Both You and TopoLynx consent to the application of the laws of Hungary to govern, interpret, and enforce all of Your and TopoLynx’ rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this Agreement, without regard to conflict of law principles.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

All of our rights, duties, and obligations are subject to the courts of Hungary.