End User License Agreement
This is a legal agreement between you (either as an individual or a legal entity) as the End User and Playful Software SRL as the Licensor.
By installing, accessing and/or using this software, you agree to be bound by this Agreement. If you are accepting these terms on behalf of another person or company or other legal entity, you represent and warrant that you have full authority to bind that person, company or legal entity to these terms. If you do not agree to these terms do not install, access and/or use the software and/or stop using the Software and destroy any copies of the Software in your possession or control.
When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined in this Agreement:
"Agreement" means this end user licence agreement, including any amendments to this end user licence agreement from time to time; also, the Product Entitlement and any Software Documentation shall be considered parts of this Agreement;
"Documentation" means the documentation for the Software produced by the Licensor and delivered or made available by the Licensor to the User, if necessary;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars and others);
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
Licensor" means Playful Software SRL, a Romanian company, registered with the Trade Registry Office attached to Bucharest under no. J40/2950/29.02.2016, having sole registration code 35728130, headquartered in Bucharest, Muzelor 4 Street.
“License fee” means the amount that the User shall pay to the Licensor in respect with the license granted under the terms of this Agreement.
"Services" means any services that the Licensor provides to the User, or has an obligation to provide to the User, under this Agreement;
"Software" means the recruitment platform, Jobful Career Platform;
Software Specification" means the specification for the Software set out in the Documentation;
"Source Code" means all executable and object code, program files, software and programme modules, and associated documentation (including any images, photographs, library objects and texture files, animations, video, audio, music, and text incorporated into the Software)
"Update" means a hotfix, patch or minor version update to the Software; "Upgrade" means a major version upgrade of the Software;
"End User" and “you” means the person or entity that has purchased the Software and to whom the Licensor grants a right to use the Software under this Agreement;
3. License Grant
Subject to the terms and conditions of this Agreement and the payment to any applicable License fee, Licensor hereby grants to you a revocable, non-exclusive, non-transferable, limited right to use the Software for your own internal business operations.
The use of the Software is subject to the limitations and prohibitions set out and referred to in this Agreement and the Product Entitlement.
For the avoidance of any doubt, this Agreement confers no title or ownership and is not a sale of any rights in the Software. All rights not expressly granted to you are reserved solely to the Licensor and/or his partners.
4. Term and territory
This License shall be effective for a limited period of time (“Term”), if such Term is set forth in the Product Entitlement; otherwise this License shall be considered perpetual. In the situation that the License is effective for a limited period of time, the Term will commence within the date you purchase the Software.
The License shall be effective for the territories (“Territory”) stipulated in the Product Entitlement, if such Territory is stipulated, otherwise the License shall be applicable worldwide.
4. Restrictions on Transfer
You may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense or otherwise transfer your rights to the Software.
6. License terms and limitations of use
Product entitlement: The use of the Software depends on the license you purchased, as specified in the Product Entitlement letter that you received, and is subject to this Agreement and any other documents related.
Multiple users: If you purchased a license which supports multiple users, you will be able to use the Software within the limits of the number of users your license has been purchased for.
Copies of the software: You may create one copy of the Software as reasonably necessary for backup, archival or disaster recovery purposes.
You shall be responsible for the security of copies of the Software supplied to you under this Agreement (including the backup copy created from such copies). You shall use all reasonable endeavours (including all reasonable security measures) to ensure that access to such copies is restricted to persons authorised to use them under this Agreement.
Software Updates and Upgrades: We have the right but not the obligation to offer you access to the Software`s Updates and Upgrades. Usually we will grant you the right to use the updated and/or upgraded version of the Software, by request, but only if the updated and/or upgraded version is compatible with the version of Software you have the right to use.
Software’s Source code: Under no circumstances, you are not granted rights regarding the Software’s Source Code (such as: right to access, use, modify, copy or sell, resell, rent, lease, loan, license, supply, publish, distribute the Software’s Source Code).
Limitations of use:
- You must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Software;
- You must not sub-license and must not purport to sub-license any rights granted under this Agreement;
- You must not make any modification, adaptation, improvement, enhancement, translation and/or derivative work from the Software;
- You must not decompile, disassemble, reverse engineer,or attempt to decompile, disassemble or reverse engineer, the Software;
- You must not remove any product identification or proprietary rights notices of the Software or Documentation (including any notice of copyright or trademark);
- Except with Licensor prior written permission, you must not publish any performance or benchmark tests or analysis relating to the Software;
- You must not otherwise use or copy the Software except as expressly provided herein and you must use the Software only for the purposes that were designed and intended.
- You shall avoid using the Software for any illegal activity. You shall respect any applicable law, rule or regulation in connection with your access and/or use of the Software.
- You must not use the Software in order to create a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any products, services and/or software offered by the Licensor.
- You must not use, reproduce nor alter any logos or trademarks regarding the Software or any materials issued, downloaded or distributed in conjunction with the Software (whether or not such logos or trademarks are the property of Licensor),without the Licensor’s prior written approval.
- You must not take any action that might diminish or cancel any Licensor rights over the Software.
- You must not, nor allow and/or request any third party to take any action stipulated above.
The use of the Software by third parties:
You may not permit the use of the Software by third parties, unless:
- a) The License was purchased by your company and you grant access to the Software to your personnel (employees and/or independent contractors) and b) You don’t exceed your Product entitlement; or
- c) You permit third parties to access some functions of the Software, namely the functions that were designed in order to permit you to use the Software in collaboration with other persons.
If the situation ruled under letter c above shall be applicable, the third party that might access and use the Software:
- a) shall respect the provisions of this Agreement; but
- b) is not allowed to claim any rights under this Agreement.
7. Support services
Licensor and/or his partners will provide you Support Services only if you purchased such services.
The Support Services will be provided with reasonable skill and care and in accordance with the conditions stipulated in the Product Entitlement and/or the Support Services Agreement, if applicable.
8. Intellectual Property Rights
Licensor owns all the intellectual Property Rights over the Software. Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Licensor to you, or from you to the Licensor.
The structure, organization and code of the Software are valuable trade secrets and confidential information of the Licensor. The Software, including the Software’s logos and trademarks, are proprietary to the Licensor and protected by law, including without limitation the copyright laws of Romania and other countries, and by international treaty provisions.
You shall respect the Licensor’s Intellectual Property Rights, as stipulated under this Agreement and the applicable laws.
Third-party claims; Remedies and liability: Licensor warrants you that the Software, when used in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person. If the Licensor reasonably determines, or any third party alleges, that the use of the Software in accordance with this Agreement infringes any person's Intellectual Property Rights, the Licensor may at its own cost and expense and at its own discretion:
- a) procure for you the right to continue to use the Software in accordance with this Agreement;
- b) modify the Software in such a way that it no longer infringes the relevant Intellectual Property Rights;
- c) replace the Software with an another software that is similar in functionality and performance or
- d) refund the purchase price paid by you for the infringing Software.
You understand and accept that this clause states the Licensor’s sole liability and your exclusive remedy for any Intellectual Property Rights infringement claims.
The Licensor’s obligations, as stipulated above, are not applicable if the Software is provided to you without a Licence Fee and/or you use the Software during a “trial period”.
Licensor warrants to you that: a) it has the legal right and authority to enter into this Agreement and to perform its obligations under the Agreement; b) the Software incorporates security features reflecting the requirements of good industry practice.
Also, to the best Licensor knowledge and beliefs, the Software is supplied free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs.
You warrant to the Licensor that: a) you have the legal right and authority to enter into this Agreement and to perform your obligations under the Agreement; b) you will use the Software in accordance with the provisions of this Agreement and the applicable laws, rules and regulations, for the purpose that it has been developed.
10. Acknowledges and warranty limitations
Acknowledges: You acknowledge that software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, Licensor gives no warranty or representation that the Software will be wholly free from defects, errors and bugs. Licensor does not warrant that the Software will operate uninterrupted.
You acknowledge that software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, Licensor gives no warranty or representation that the Software will be entirely secure.
You acknowledge that the Software is only designed to be compatible with that software specified as compatible in the Documentation; and the Licensor does not warrant or represent that the Software will be compatible with any other software.
Limited Warranty: Licensor warrants that the Software will perform substantially in accordance with the Documentation for the entire period for whom you purchased the Support Services.
Exclusion of Warranty: The above Limited Warranty will not apply if:
- a) the Software is not used in accordance with this Agreement or the Documentation;
- b) the Software or any part thereof has been modified by any entity other than the Licensor or without Licensor’s prior written consent;
- c) a malfunction in the Software has been caused by any equipment or software not supplied by the Licensor or;
- d) The Software is provided to you without a Licence Fee and/or you use the Software during a “trial period”.
Additionally, under no circumstance, the Licensor will not be liable to you:
- a) in respect of any losses arising out of a Force Majeure Event;
- b) in respect of any loss of profits, anticipated savings, revenue, income, business, contracts or opportunities;
- c) in respect of any loss of personnel (employees and/or independent contractors) or work stoppage;
- d) in respect of any loss or corruption of any data, database or software and/or computer failure or malfunction and/or costs of procuring substitute software or services;
- e) in respect of any loss or damage produced to any third party;
- f) in respect of any special, indirect or consequential loss or damage.
11. Exclusive Remedies
Licensor’s remedies: In case of any breach of the above limited warranty, Licensor will:
- a) repair or replace the Software or
- b) if such repair or replacement would in Licensor’s opinion be commercially unreasonable, refund you the purchase price paid for the Software.
All of the parties’ warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into the Agreement or any related contract.
THEREFORE, YOU ACKNOWLEDGE THAT THE ABOVE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SOFTWARE IS PROVIDED “AS IS” AND LICENSOR MAKES NO WARRANTY OR GUARANTEE AS TO ITS USE OR PERFORMANCE AND DOES NOT WARRANT OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE FAIL SAFE, UNINTERRUPTED OR FREE FROM ERRORS OR DEFECTS OR THAT THE SOFTWARE WILL PROTECT AGAINST ALL POSSIBLE THREATS.
Exceptions: Some states or jurisdictions do not allow the exclusion of express or implied warranties, so the above disclaimer may not apply to you. In that event, such express or implied warranties shall be limited in duration to the warranty period (or the minimum period required by the applicable law).
User’s remedies: You shall indemnify and shall keep indemnified the Licensor against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Licensor and arising directly or indirectly as a result of any of yours breach of this Agreement.
Without prejudice to your payment obligations, you may terminate your license at any time by uninstalling the Software.
Licensor may terminate this Agreement immediately by giving you written notice of termination if:
- a) you commit any material breach of the Agreement, and the breach is not remediable or the breach is remediable, but you fail to remedy the breach within the period of 10 (ten) days following the giving of a written notice requiring the breach to be remedied; or
- b) you persistently materially breach the Agreement.
The license granted to you shall terminate upon the termination of this Agreement and, accordingly, you must immediately cease to use the Software upon the termination of this Agreement.
Within 10 (ten) days following the termination of this Agreement, you must irrevocably delete from all computer systems in its possession or control all copies of the Software.
13. General Provisions
Entire Agreement: This Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
Applicable law and jurisdiction: This Agreement shall be governed by and construed in accordance with Romanian law. The courts of Bucharest, Romania shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
Legal effect: This agreement describes certain legal rights, in accordance with the Romanian laws. You may have other rights under the laws of your state or country and/or with respect to the party from whom you acquired the software. Therefore, this Agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so.
Agreement assignment: Licensor may assign its rights and obligations under this Agreement to any party for any reason whatsoever. You may assign your rights under this Agreement, in whole or in part, to any party, but only with the prior written consent of the Licensor.
Force Majeure: No party shall be liable for, nor shall any party be considered in breach of this Agreement due to any failure to perform its obligations under this Agreement as a result of a cause beyond its control (a Force Majeure Event). In such a situation, the applicable party shall immediately notify the other party of such Force Majeure Event.
Open source Software: The product may include programs or code that are licensed under an Open-Source Software (“OSS”) license model. OSS programs and code are subject to the terms, conditions and obligations of the applicable OSS license and are SPECIFICALLY EXCLUDED FROM ALL WARRANTY AND SUPPORT OBLIGATIONS DESCRIBED ELSEWHERE IN THIS AGREEMENT.