End-User License Agreement
IMPORTANT! READ CAREFULLY: THIS IS A LEGAL AGREEMENT. BY CLICKING THE "I AGREE" (OR SIMILAR) BUTTON THAT IS PRESENTED TO YOU AT THE TIME OF YOUR FIRST USE OF THE SOFTWARE OR SERVICE, YOU ARE BECOMING A PARTY TO THIS AGREEMENT, YOU DECLARE YOU HAVE THE LEGAL CAPACITY TO ENTER INTO SUCH AGREEMENT, AND YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET FORTH BELOW.
THIS IS AN EARLY ACCESS VERSION OF THE PRODUCT. YOU EXPRESSLY ACKNOWLEDGE THAT THIS VERSION OF THE PRODUCT MAY NOT BE RELIABLE, MAY NOT WORK AS INTENDED, AND MAY CONTAIN ERRORS. ANY USE OF THE EARLY ACCESS PRODUCT IS AT YOUR OWN RISK.
1. PARTIES
1.1. "ITLN" or "we" means ITLN registered in 03-140 Warsaw, Odkryta 48D, Poland, VAT PL8392884706.
1.2. "User" or "you" means any Organization or natural person using a Product in accordance with this Agreement, where "Organization" includes any corporation, company, partnership, association, other entity or organization which controls, is controlled by, or is under common control with you.
2. DEFINITIONS
2.1. "Agreement" means this End-User License Agreement covering your use of the Product.
2.2. "Client" means a computer device used by the User for accessing the Product.
2.3. "Data" means all electronic data or information submitted to us.
2.4. "Hosting System" means any server, real or virtual, network, Internet connection, infrastructure, hardware, and applications used by ITLN to host the Product.
2.5. "Account" means an account at the Website created by User, having a unique name and password, through which User has access to Products.
2.6. "Website" means any website that is the property of ITLN, including but not limited to https://itln.pl/.
2.7. "Personal Data" means any information relating to an identified or identifiable natural person.
2.8. "Privacy Policy" means the ITLN Privacy Policy available at https://itln.pl/en/software/privacy, which may be updated from time to time.
2.9. "Product" means any generally available ITLN software product and/or Service.
2.10. "Service" means access to the Product hosted by ITLN on a Hosting System and provided to the User by ITLN via the Internet.
3. GRANT OF RIGHTS
3.1. Unless this Agreement is terminated in accordance with Section 12, and subject to the terms and conditions specified herein, ITLN grants you a non-exclusive and non-transferable right to use each Product as follows:
3.1.1. You may use any version of the Product on a number of Clients and on any operating system as may be specified in relevant Product documentation;
3.1.2. You may make a backup copy of Product solely for archival or security backup purposes, if the Product or its documentation so allows.
3.1.3. You must not rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell or transfer the Product.
3.1.4. You must not provide access to the Product or your Account or right to use the Product (except as may be expressly provided in the Product documentation) to a third party.
3.1.5. You must not reverse engineer, decompile, disassemble, modify, translate, or make any attempt to discover the source code of the Product.
3.1.6. You must not remove or obscure any proprietary or other notices contained in the Product.
3.1.7. You must not attempt to gain unauthorized access to the Product or Hosting System.
3.1.8. You must not use the Product to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or copyrights.
4. YOUR RESPONSIBILITIES
4.1. You agree to:
4.1.1. obtain an Internet connection, any equipment necessary for the Internet connection, and any third-party software necessary for using the Product, including, but not limited to, browser software that supports a data security protocol compatible with the protocol used by the Product;
4.1.2. use the Product in compliance with this Agreement and applicable laws;
4.1.3. register your use of the Product on the Website. You must provide ITLN with a valid email address and other accurate information as requested by the registration form on the Website.
4.2. You are responsible for:
4.2.1. the legality of your Data (including, but not limited, to Data of your employees, contractors, and other personnel), and the means by which you acquired such Data. If any of your Data violates this Agreement or any third-party rights, you shall immediately remove the Data from the Product;
4.2.2. compliance with applicable laws and government regulations;
4.2.2. configuring and using the Product;
4.2.3. the confidentiality of the username and passwords you or your users have established in connection with the Product;
4.2.4. your Data backup.
5. ACCESS, MODIFICATIONS, UPDATE AND SUPPORT OF PRODUCTS
5.1. All deliveries under this Agreement will be electronic. You must have an Internet connection in order to access to receive any deliveries. For the avoidance of doubt, you are responsible for Product download, installation, and internet connectivity.
5.2. ITLN reserves the right to modify, suspend or discontinue, temporarily or permanently, the Product or any Service to which it connects, with or without notice and without liability to you.
5.3. ITLN may from time to time provide enhancements or improvements to the features or functionality of the Product, which may include patches, bug fixes, updates, upgrades and other modifications.
5.4. Updates may modify or delete certain features and/or functionalities of the Product. You agree that the Company has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Product to you.
5.5. You further agree that all updates or any other modifications will be (i) deemed to constitute an integral part of the Product, and (ii) subject to the terms and conditions of this Agreement.
5.6. ITLN does not provide any maintenance or support for the download and use of the Product. To the extent that any maintenance or support is required by applicable law, ITLN shall be obligated to furnish any such maintenance or support.
6. PERSONAL DATA
6.1. In connection with your use of the Product, we and the companies controlling, controlled by, or under our common control ("Affiliates") will process Personal Data as set out in clause 6.2, for the following purposes:
6.1.1. To provide you with software, services, or information;
6.1.2. To protect us from piracy and unlawful use of our software or services;
6.1.3. To improve our offerings based on usage;
6.1.4. For our internal evidence and to protect the rights and interests of us and other users;
6.1.5. To promote and market our software and services;
6.1.6. To fulfill the legal duties stipulated by accounting, taxation, and other laws.
You may object to the processing of your Personal Data for the purposes 6.1.2 through 6.1.5 at any time. More detailed information about Personal Data processing for the above-mentioned purposes and about your rights can be found in the Privacy Policy.
6.2. For the above purposes, ITLN may collect the following Personal Data: Personal Data relating to you as a User, including first name, last name, email address, company name and size, country, other contact and identification details, data about the usage of our software and services, cookies, information about your subscription and payments, your IP address, your username, and any password you have used for your registration.
6.3 The Product may send certain information to ITLN, which will not contain any Personal Data.
6.4. The Product may electronically send anonymous information to ITLN related to your usage of the Product features. This information may include, but is not limited to, actions invoked, and other interactions with the Product features. This information will contain neither source code nor your Personal Data.
7. FEEDBACK
7.1. You have no obligation to provide us with ideas, suggestions, or proposals ("Feedback"). However, if you submit Feedback to us, then you grant us a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferable, to use, sell, offer to sell, import, reproduce, publicly display, distribute, modify, or publicly perform Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise.
8. THIRD-PARTY SOFTWARE
8.1. Products include code and libraries licensed to us by third parties, including open source software ("Third-Party Software"). The list of Third-Party Software included in each Product is available in the Product documentation. All Third-Party Software is provided to you under the respective terms stipulated in the Product documentation.
8.2. ITLN PROVIDES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY THIRD-PARTY SOFTWARE AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
9. INDEMNIFICATION
9.1. You will defend, indemnify, and hold harmless ITLN, its Affiliates, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third-party claim concerning: (i) your or any of your User's use of the Product (including any activities under your Account and use by your Users); (ii) the breach of this Agreement or violation of applicable law by you or any of your Users; (iii) your Data or the combination of your Data with other applications, content, or processes, including any claim involving alleged infringement or misappropriation of third-party rights by your Data or by use, development, design, production, advertising, or marketing of your Data; or (iv) a dispute between you and any of your users.
9.2. You and ITLN (as applicable) will promptly notify you of any claim subject to the previous section above, but ITLN' failure to promptly notify you will only affect your obligations to the extent that ITLN' failure prejudices your ability to defend the claim. You may: (i) use counsel of your own choosing (subject to ITLN' written consent) to defend against any claim; and (ii) settle the claim as you deem appropriate, provided that you obtain prior written consent from ITLN before entering into any settlement. ITLN may also assume control of the defense and settlement of the claim at any time.
10. WARRANTY LIMITATIONS
10.1 EARLY ACCESS PRODUCTS INCLUDE EXPERIMENTAL AND EARLY PRE-RELEASE SOFTWARE, WHICH ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES. USE OF THE PRODUCTS IS AT YOUR OWN RISK.
10.2 ITLN MAKES NO WARRANTY AS TO THE PRODUCT'S USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ITLN (OR ITS AFFILIATES, SHAREHOLDERS, AGENTS, DIRECTORS, AND EMPLOYEES), ITS LICENSORS, SUPPLIERS (WHICH SHALL INCLUDE THE PROVIDERS OF THIRD PARTY SOFTWARE), AND ITS SUPPLIERS AND RESELLERS (COLLECTIVELY, "ITLN PARTIES") DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT), WITH REGARD TO THE PRODUCT AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.
10.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ITLN PARTIES DO NOT REPRESENT OR WARRANT THAT THE PRODUCT: IS ACCURATE, RELIABLE, OR CORRECT; WILL MEET YOUR REQUIREMENTS OR SPECIFICATIONS; WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; IS FREE OF DEFECTS OR ERRORS AND THAT ANY, IF FOUND, WILL BE CORRECTED; IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT ANY CONTENT, INCLUDING YOUR OR YOUR USERS' DATA, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCT ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH A DOWNLOAD. 'DATA' FOR PURPOSES OF THIS PARAGRAPH REFERS TO ANY 'data' REGARDLESS OF WHETHER OR NOT SUBMITTED.
11. DISCLAIMER OF DAMAGES
11.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ITLN PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR: (a) THE USER'S INABILITY TO USE THE PRODUCT, INCLUDING AS A RESULT OF ANY TERMINATION OR SUSPENSION OF THIS AGREEMENT OR THE USER'S USE OF PRODUCT; (b) ITLN' DISCONTINUATION OF THE PROVISION OF THE PRODUCT; (c) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE PRODUCT FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES, OR OTHER INTERRUPTIONS; (d) THE COST OF PROCUREMENT OF A SUBSTITUTE PRODUCT; (e) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY USER IN CONNECTION WITH THIS AGREEMENT OR THE USER'S USE OF OR ACCESS TO THE PRODUCT; (f) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE, ANY OF THE USER'S DATA; (g) ANY LOSS OF USE, DATA, GOODWILL, OR PROFITS, WHETHER OR NOT FORESEEABLE; (h) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, LOSS (i) DAMAGES IN CONNECTION WITH TERMINATION OR SUSPENSION OF YOUR ACCESS TO THE PRODUCT PURSUANT TO THIS AGREEMENT, (j) OR FAILURE TO STORE ANY OF YOUR OR YOUR USER'S DATA; OR (k) ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER (EVEN IF THE RELEVANT ITLN PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), INCLUDING THOSE (X) RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT FORESEEABLE, (Y) BASED ON ANY THEORY OF LIABILITY, INCLUDING A BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR (Z) ARISING FROM ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE PRODUCT OR SUPPORT. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. 'DATA' FOR PURPOSES OF THIS PARAGRAPH REFERS TO ANY 'data' REGARDLESS OF WHETHER OR NOT SUBMITTED.
11.2. THE ITLN PARTIES' TOTAL LIABILITY IN ANY MATTER ARISING OUT OF OR IN RELATION TO THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID, IF ANY, FOR THE PRODUCT OR FIVE (5) US DOLLARS, WHICHEVER IS LESS. THIS LIMITATION WILL APPLY EVEN IF THE ITLN PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF LIABILITY EXCEEDING SUCH AMOUNT AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
12. TERM AND TERMINATION
12.1. The term of this Agreement will commence upon the acceptance of this Agreement by the User as set out in the preamble above, and will continue for each Product covered by this Agreement until terminated by either User or ITLN.
12.2. You may terminate this Agreement at any time by ceasing all use of the Product, unless otherwise specified in the Product's documentation.
12.3. ITLN may terminate this Agreement immediately at any time for convenience. ITLN may notify you of any such termination via email or Account.
12.4. Upon expiration or termination of this Agreement by the User under Section 12.2, Sections 6, 7, 8, 9, 10, and 11 of this Agreement will survive.
13. EXPORT REGULATIONS
13.1 The User shall comply with all applicable laws and regulations with regard to economic sanctions, export controls, import regulations, restrictive measures, and trade embargoes (all herein referred to as "Sanctions"), including those of the European Union and the United States of America. The User declares that the User is not a person targeted by Sanctions, nor is it otherwise owned or controlled by or acting on behalf of any person targeted by Sanctions. Furthermore, the User warrants that it will not download or otherwise export or re-export software or any related technical data directly or indirectly to any person targeted by Sanctions or download or otherwise use software for any end-use prohibited or restricted by Sanctions.
13.2 You must immediately report any concerns or a situation of their non-compliance with Sanctions to ITLN.
14. GENERAL
14.1. Entire Agreement. This Agreement, including the Third-Party Software license terms and any other terms specifically referred to herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes any prior agreements between you and ITLN regarding your use of the Product; and other than as specified in clause 14.4, no purchase order, other ordering document, or any handwritten or typewritten text which purports to modify or supplement the printed text of this Agreement or any schedule will add to or vary the terms of this Agreement unless signed by both the User and ITLN.
14.2. Reservation of Rights. ITLN reserves the right at any time to cease the support of the Product and to alter prices, features, specifications, capabilities, functions, terms of use, release dates, general availability, or other characteristics of the Product.
14.3. ITLN does not acquire any rights to the User's Data transmitted, collected, or created by the User. The User retains ownership of all proprietary rights to the User's Data.
14.4. Changes to this Agreement. We may update or modify this Agreement from time to time, including any referenced policies and other documents. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (for example, by contacting you at the email address you have provided to us, by posting on ITLN Website, or via the Product itself). If we modify this Agreement, the modified version of the Agreement will be effective from the date of your receipt of the notice, unless otherwise specified by ITLN. In this case, if you object to the updated Agreement terms, as your exclusive remedy, you may terminate this Agreement. You may be required to click through the updated Agreement to show your acceptance.
14.5. Severability. If a particular term of this Agreement is not enforceable, the unenforceability of that term will not affect any other terms of this Agreement.
14.6. Headings. Headings and titles are for convenience only and do not affect the interpretation of this Agreement.
14.7. No Waiver. Our failure to enforce or exercise any part of this Agreement is not a waiver of that section.
14.8. Governing Law. This Agreement will be governed by the laws of Poland, without regard to conflict of law principles. The User agrees that any litigation relating to this Agreement may only be brought in, and will be subject to the jurisdiction of, any competent court of Poland. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
14.9. You declare that you have had sufficient opportunity to review this Agreement, understand the content of all of its clauses, negotiate its terms, and seek independent professional legal advice in that respect before entering into it. Consequently, any statutory "form contract" ("adhesion contract") regulations shall not be applicable to this Agreement.
14.10. Notice. ITLN may deliver any notice to the User via electronic mail to an email address provided by the User. Any such notice will be deemed to be effective on the day the notice is sent to the User via email.
14.11. Children and minors. If you are under 18 years old, then by entering into this Agreement you explicitly stipulate, that (i) you have the legal capacity to conclude this Agreement or that you have valid consent from a parent or legal guardian to do so and (ii) you understand the Privacy Policy available at: https://itln.pl/en/software/privacy. You may not enter into this Agreement if you are under 13 years old. IF YOU DO NOT UNDERSTAND THIS SECTION, DO NOT UNDERSTAND THE PRIVACY POLICY, OR DO NOT KNOW WHETHER YOU HAVE THE LEGAL CAPACITY TO ACCEPT THESE TERMS, PLEASE ASK YOUR PARENT OR LEGAL GUARDIAN FOR HELP.
Version dated April 13, 2023.