Software License Terms

PLEASE READ THESE LICENCE TERMS CAREFULLY
This licence agreement (“Licence”) is a legal agreement between you (“Licensee” or “you”) and ValDeal Innovációs Szolgáltató Zrt. (registered seat: 2040 Budaörs, Gyár u. 2., company registration number: Cg. 13 10 040891, tax number: 13784074-2-13, EU tax number: HU13784074, email: info@startupcrm.eu) (“Licensor”, “us” or “we”) for the licensing of the StartupCRM software (“Software”) which is available through our website http://www.startupcrm.eu/ (“Website”). The description of the Software, together with the registration, ordering, payment process and licence term, is outlined on the Website. We license use of the Software to you on the basis of this Licence. We do not sell the Software to you. We remain the owners of the Software and the Website at all times. By placing an order for the Software, you agree to the terms and conditions contained in this Licence.
You may register your account at http://app.startupcrm.eu. After filling in your details and pressing Create account you will be redirected to your account's dashboard. You may change your details, including billing and payment information under Company details, Billing details and Subscription tab.
You warrant that you are at least 18 years of age and possess the legal authority to enter into the agreement es formed by this Licence. Charges for the Licence may be applicable, as outlined on the Website. In order for us to effectively provide the Software hereunder you need to have an active Internet connection (costs may be imposed by your Internet service provider or other electronic communications service provider).
The contract associated with the provision of the Software does not qualify as a contract concluded in writing. The governing language of the Licence and the provision of the Software shall be English. The individual orders for the Software are available retrospectively 8 years in our files and are available upon request.
1. GRANT AND SCOPE OF LICENCE
1.1 In consideration of you agreeing to abide by the terms of this Licence and subject to the payment of the relevant fee, the Licensor hereby grants to you a non-exclusive, non-transferable licence to use the on the terms of this Licence.
1.2 You may use the Software in accordance with the terms of this Licence and the applicable laws.
2. RESTRICTIONS
  Except as expressly set out in this Licence or as permitted by any applicable law, you undertake:
  (a) not to rent, lease, sub-license, loan, translate, merge, adapt, vary, copy, alter or modify, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
  (b) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things, except to the extent it is allowed by the applicable law (“Permitted Objective”), and provided that the information obtained by you during such activities:
  (i) is used only for the Permitted Objective; and
  (ii) is not disclosed or communicated without the Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
  (iii) is not used to create any software that is substantially similar in its expression to the Software.
3. INTELLECTUAL PROPERTY RIGHTS
3.1 You acknowledge that all intellectual property rights in the Software and the Website throughout the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Software other than the right to use the Software in accordance with the terms of this Licence.
3.2 You acknowledge that you have no right to have access to the Software in source code form.
3.3 In accordance with Section 2:47 (2) (b) of Act V of 213 on the Civil Code (“Civil Code”), you are not entitled to use our know-how, to use it outside of the framework of this Licence, or to share it with others and in case of a breach of this point the legal consequences of a breach of private rights defined in the Civil Code will be applicable.
3.4 In relation to the Licence any communication made to the public may only appear with our prior consent. You, under the term of this Licence, as well as following its termination are not entitled to make such declarations, or have such declarations published which can negatively impact us.
4. WARRANTY
4.1 We warrant (in Hungarian: “szavatosság”) that during the term of this Licence the Software will, when properly used on an operating system for which it was designed, perform substantially in accordance with the functions described on the Website.
4.2 If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to perform substantially in accordance with the functions described on the Website, we will, at our sole discretion, do our best efforts to repair the Software, provided that you give us proof of purchase and make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault.
4.3 The warranty does not apply:
  (a) if the defect or fault in the Software results from you having altered or modified the Software;
  (b) if the defect or fault in the Software results from you having used the Software in breach of the terms of this Licence.
4.4 The Licensor does not warrant, represent or guarantee that the Software and its use will be uninterrupted or error-free. The preceding sections are our only express warranty concerning the Software, including therein any products that may be used in the provision of the Software, and explicitly supersedes all other warranties and representations, express or implied, including any warranties for defects and/or suitability for a particular purpose or use.
5. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
5.1 Save for mandatory limits of law, our liability (whether for breach of contract or extra-contractual liability or otherwise) for any claim in any manner related to this Licence, made in respect of you, and for third party claims against you, relevant to the performance or alleged non-performance by us, or in any case related to the Licence, shall be limited to the payment of direct damages (i.e. the loss in the subject matter of the Licence) “damnum emergens” and such damages shall in no event in the aggregate exceed (for whatever type of damages 100% of the net fees and expenses paid by you to us in respect of the Licence.
5.2 In no event shall we be liable for any loss caused in your property and for any loss of profits ,e.g. any indirect loss, charge or damages, including therein without limitation, for partial or total business interruption or efficiency reduction, lost or missed contracts, customers, business opportunities or commercial goodwill, loss of business reputation, claims or complaints by third parties, consultants, or employees, etc. We are neither responsible for any errors or omissions on your behalf.
5.3 The limitations of liability provided by this section constitute our maximum aggregate liability and, unless otherwise provided by this Licence, of the third parties directly or indirectly retained by us in connection with the Licence.
5.4 You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software (including any operating system requirements) meet your requirements. We reserve the right to change or discontinue, either temporarily or permanently, any part of the Website or any or all of its services at any time and without prior notice.
5.5 We exclude, to the maximum permitted extent, the liabilities of our senior officers under Section 6:541of the Civil Code. In accordance with Section 6:541 of the Civil Code, you cannot raise any claim against a senior officer of us. Our senior officers may directly rely on this exclusion of liability as a contractual provision providing a third party with direct right.
6. TERMINATION
6.1 We may terminate this Licence immediately by written notice to you if you commit a breach of this Licence or in case of other improper use of the Software or our Website.
6.2 Upon termination for any reason:
  (a) all rights granted to you under this Licence shall cease; and
  (b) you must cease all activities authorised by this Licence.
6.3 The Licence can only be terminated or cancelled according to the means specified in this Licence, with regard to the mandatory rules of the applicable laws which do not allow for deviation.
7. COMMUNICATIONS BETWEEN US
7.1 If you wish to contact us, or if any condition in this Licence requires you to give us, you can send this to us by email or by post to the addresses outlined in the Licence.
7.2 If we have to contact you or give you notice in writing, we will do so by email or by post to the address you provide or confirm to us.
7.3 You shall notify us, without delay, of changes of your contact details, which changes only take effect in relation to you after we grant a confirmation of receipt. If there is a change in the person who is entitled to represent you or in your contact person, we are entitled to request from you a photocopy or in justified cases the presenting of the original document (court order or document containing the power of attorney) which supports the legality of the change.
8. PRIVACY TERMS
8.1 We, in as a data controller, may process the personal data of your contact persons provided through the Website for the purpose of the fulfilment of our obligations and to enforce our rights under the Licence.
8.2 The legal basis of the data processing is Section 5 (1) (a) of Act CXII of 2011 on the Right of Self- Determination in Respect of Information and the Freedom of Information (“Info Act”) - the voluntary and express consent of the individual, based on adequate information, and by which it gives its unambiguous consent to the processing of its personal data (fully or only for certain operations). By providing the personal data of your contact persons, you warrant that you are providing such personal data lawfully.
8.3 The personal data will be retained until the revocation of the consent of the relevant person; in the lack of such revocation until the end of the period during which it is possible to make claims in connection with the processing under the relevant laws and agreements. Pursuant to Section 6:22 of the Civil Code, claims shall lapse in five years, unless otherwise required by the Civil Code. Therefore, the data retention period is 5 years following the end of the relationship with you. If the collection of the personal data occurred with the consent of the individual, the controller can process the collected data – unless otherwise specified by law – (a) to fulfil the legal obligation of the controller or (b) to validate its own or a third persons legitimate interest, if the validation of this legitimate interest is in proportion with the limitation of the right concerning the protection of personal data without further consent and can process it even after the withdrawal of the individual’s consent.
8.4 The personal data processed by us can be accessed by the people participating in the management of this Licence.
8.5 The individual has the right to request from us (a) information on the processing of its personal data, (b) correction of its personal data or (c) the blocking or erasure of its personal data save for personal data subject to mandatory data processing. We shall give information in writing, in a simple form, pursuant to the request of the individual within the shortest amount of time from the submission of the request, but within 25 days. If we do not fulfil the request of the individual concerning correction, blocking or erasure, then we shall communicate in writing or, with the consent of the individual, electronically the factual and legal reasons of the rejection of the request concerning the correction, blocking or erasure within 25 days from the receipt of the request. In cases defined in Section 21 of the Info Act the relevant people may object to the processing of their personal data. We examine the objection within the shortest amount of time from the submission of the request, but maximum within 15 days, make a decision concerning its substantiation and notify the applicant on our decision. When the rights of the relevant person are breached, it may turn tocourt. The dispute – pursuant to the choice of the individual – can be initiated in front of the tribunal based on the address or place of residence of the individual. When the rights related to the personal data, the relevant person may also turn to the Hungarian Authority for Data Protection and Freedom of Information (Nemzeti Adatvédelmi és Információszabadság Hatóság, 1125 Budapest, Szilágyi Erzsébet fasor 22/C.; telephone: +36-1+391-1400; telefax: +36-1-391-1410; e-mail: ugyfelszolgalat@naih.hu) applying for an investigation. The detailed data protection rights and remedies are set out in the sub-chapters 13-17 and sub-chapter 30 of the Info Act
8.6 An automatic backup is made of the databases every day. This is for security reasons to have the ability to restore any data that was modified or deleted accidentally by our users. Also, though we take all reasonable steps in accordance with industry standards to prevent it, we cannot undertake that the Software will never suffer from a bug or an unauthorised third party access that will allow unauthorised viewing of confidential material or personal data.
8.7 Hosting services pertaining to our Website and the Licence are provided by Planet Express Informatikai és Kommunikációs Korlátolt Felelősségű Társaság in its capacity as data processor (registered seat: 1125 Budapest, Álom utca 43/b.; company registration number: 0109972700; tax number: 23587342243; website: https://www.pannonhosting.hu/; elérhetőség: info@pannonhosting.hu).
9. YOUR CONTENT
9.1 The Software permits you the submission of content or communications submitted (“Your Content”) and the hosting, sharing, and/or publishing of such Your Content.
9.2 We do not and will not claim any ownership over or rights to Your Content, or use Your Content, other than its use through the Software.
9.3 You shall be solely responsible for Your Content and their use through the Software. In connection with Your Content, you represent and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Your Content to enable inclusion and use of the Your Content in the manner contemplated by this Licence and the use of the Software; and (ii) you have the consent, release, and/or permission of each and every identifiable individual person in Your Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of Your Content in the manner contemplated by this Licence and the use of the Software.
9.4 By submitting Your Content, you hereby grant us a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform Your Content in connection with the Software and our (and our successor’s) business.
9.5 You agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant us the entire license rights granted herein.
10. OTHER IMPORTANT TERMS
10.1 We do not provide refunds.
10.2 We may transfer our rights and obligations under these terms to another organisation.
10.3 You may only transfer your rights or your obligations under this Licence to another person if we agree in a documented form.
10.4 You shall give notice to us of any event material in connection with the Licence, by describing the circumstances of the event and their anticipated consequences, particularly any contradictions or omissions in relation to the Licence, or any personal data breach event pertaining to the data you provided to us. You shall also follow our instructions in this respect.
10.5 This Licence supersedes all previous oral and written agreements (if there were such) concluded between us in relation to the subject matter of the Licence. The application of Sections 6:63 (5) and 6:67 (3) of the Civil Code is excluded. The inclusion of any general terms and conditions is also expressly excluded.
10.6 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
10.7 If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
10.8 These terms are governed by Hungarian law and you can bring legal proceedings in respect of the products in the Hungarian courts. You represent and warrant that you are not qualified as a consumer (in Hungarian: “fogyasztó”) pursuant to the provisions of the applicable laws. In case it comes to ourattention after conclusion of the Licence that you are a consumer, we are entitled to declare rescission from the Licence. We have no obligation to participate or assist in any way in the event of any dispute between our users.