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usb over ethernet software

END USER LICENSE AGREEMENT

The Agreement have been published: 5 January 2024
Current edition: 5 January 2024

This the End User License Agreement for the USBoNET software. The document constitutes a legally binding license agreement between You and the Company (as defined below). The EULA establishes the conditions under which You are authorized to use the Software.

Before You proceed with the installation or use of the Software, please carefully read and agree with the terms and conditions outlined in this Agreement.

IMPORTANT-READ CAREFULLY: BY PROVIDING ELECTRONIC ACCEPTANCE BY CLICKING THE “ACCEPT” BUTTON, OR BY INSTALLING, PURCHASING, COPYING OR USING THE SOFTWARE, YOU  ACKNOWLEDGE THAT YOU HAVE READ, ACCEPTED AND UNCONDITIONALLY AGREED TO ALL THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT ON BEHALF OF YOURSELF OR ANY LEGAL ENTITY OR INDIVIDUAL YOU REPRESENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS​ HEREOF, PLEASE DO NOT CONTINUE THE INSTALLATION PROCESS, DO NOT USE THE SOFTWARE, AND DELETE OR DESTROY ALL COPIES OF THE SOFTWARE IN YOUR POSSESSION OR CONTROL.

By using the Software, You represent, warrant and covenant that: (a) You are at least 18 (eighteen) years old or, if You are a minor over the age of 14 (fourteen), You have obtained the consent of Your parents or guardians to use the Software in accordance with this Agreement; (b) Your use of the Software does not violate any applicable law, rule or regulation; (c) all information You provide to Us is true and accurate. 

If We find out that a person who has not reached the age from which it is permitted to access the Software use it without the consent of a legal representative, guardian, or other person authorized to provide such consent, We will take all necessary measures to suspend or restrict access to the Software.

Thank You for choosing Highfigure’s Software. We are committed to providing You with a powerful and efficient tool, and We appreciate Your trust in Our products.

For convenience, We use the following terms:

“End User License Agreement” this document available at: https://www.highfigure.net/docs/end-user-license-agreement/ (“EULA”, “Agreement”). 

“Licensor” – PE Volkov Oleksii Oleksiovych, identification number: 2868504172, who is registered at: 69097, Ukraine, Zaporizhzhia region, Zaporizhzhia city, Inzhenera Preobrazhenskoho Ave 7 (“Company”, “Licensor”, “Highfigure”, “We”, “Us”, “Our”).

“Licensee” – an individual or entity that has granted permission by the Licensor to use the Software, subject to the terms and limitations specified in the Agreement (“Licensee”, “User”, “You”, “Your”).

“Software” – USBoNET (USB Over Network) software product, the download page for which is available at the following link: https://www.highfigure.net/product/usbonet/, and encompasses  all elements within the files provided by the Licensor, including all contents within them, or other media accompanying this Agreement (whether provided as downloadable or as an online service), comprising (i) unique registration information, such as the License Key; (ii) Documentation; and (iii) Software setup files and code samples, if applicable; and Updates.

Documentation” – installation scripts and any online or electronic materials associated, incorporated into, or provided in connection with the Software, or any portion thereof, including written instructions, explanatory guides, manuals, technical specifications, and other support materials designed to assist the Licensee in understanding, installing, configuring, and effectively utilizing the Software. 

“Updates” – any modifications or enhancements made to the Software, as well as upgrades, modified versions, updates, and additions made by the Licensor.

“License” – granted the right or permission to use the Software provided by the Licensor on the terms and conditions set forth in the Agreement.

“License Key” – a unique alphanumeric code or identifier issued by the Licensor, serving as a critical authentication component that, when tied to the Licensee’s registration name, grants legal authorization for the use of the Software, validating access to its functionalities.

“Trial period” – a specified duration during which the Licensee is granted temporary access to the full features of the Software.

“System” – Windows OS, GNU/Linux, macOS, Android, or any operating system.

“Subscription” – a time-limited, fee-based arrangement, granting the User access to specific features or functionalities of the Software during the agreed-upon subscription period.

“Device” – a workstation, desktop computer, laptop, tablet, mobile device, telecommunication device, Internet-connected device, hardware product operating on the relevant System and upon which or through which the Software is used and/or on which the Software is installed.
“Website” – the website at the link: https://www.highfigure.net/, which is administered by the Company, and all content contained therein.

1. SOFTWARE LICENSE

This section delineates the terms and conditions associated with the Software License, catering to both Licenses obtained through Trial periods and those acquired under paid conditions.

1.1. LICENSE GRANT.

Subject to Licensee’s continuous compliance with the terms and conditions of the Agreement and payment of the required fees (if applicable), Highfigure hereby grants the Licensee a limited, revocable, non-exclusive, non-sublicensable, non-assignable, world-wide License to download, install, access and use the Software for the personal and/or internal business purposes, but conditioned upon use only (i) in accordance with the rights and restrictions contained in the Agreement; (ii) during the term of such License; (iii) within the scope of the License type; and (iv) in a manner consistent with the terms of the Agreement and applicable Documentation.

1.2. LICENSE ACTIVATION.

Access to the Software and its associated functions may be provided by:
(a) first launching the Software;
(b) activation of the provided License Key.

The first launch of the Software leads to the automatic granting of the Trial period License to the User and does not require the activation of the License Key. Upon expiration of the Trial period of License, the User may be required to re-activate the Software using the License Key. 

The User has the option to obtain a License Key for the extended Trial period under the terms stipulated in the Agreement, or by acquiring a paid version of the License. Following the completion of the required payment transaction on the designated processing platform, the User receives an email containing the pertinent License Key, enabling the subsequent activation of the Software.

The use of licensed access to Software mandates activation with an active License Key for continued access. Failure to perform the activation results in the complete restriction of access to the functionality of the Software, which requires an applicable License. 

Notably, the purchased License for a singular Device confers the entitlement to an additional activation on an alternative Device, subject to a one-time occurrence. The number of Licenses that can be purchased by the User simultaneously is not limited. 

Nevertheless, the User acknowledges and agrees that the number of purchased Licenses does not affect the number of permissible additional activations of the Software. Consequently, irrespective of the quantity of purchased Licenses, only one additional activation will be authorized, with the exception of the User’s own Device.

1.3. LICENSES TYPES.

1.3.1. TRIAL LICENSE. 

In accordance with the cl. 1.1 hereof, Licensor may grant User a License for the sole purpose of testing and evaluating the Software on an unpaid basis for a limited period of time set out in this Agreement (“Trial License”). The Trial License becomes active immediately upon the User’s initiation of the Software and is granted for a limited Trial period of 14 (fourteen) calendar days.

The Trial License grants the User unrestricted access to all available features and funtionalities of the Software. This encompasses, but is not limited to, Gate Mode, Web-admin management, and Isolation, with the capability to share up to 3 (three) local USB devices. Any User may connect to any remote USB device, subject to exceptions set forth in Section 8 hereof. Only one User may connect to a shared remote USB device at a time.

The Trial License is provided under the defined terms and conditions to enable the User to assess the Software’s functionality before committing to a paid License. The Trial period allows the User to acquaint themselves with the Software’s features, evaluate its alignment with their needs, and make an informed decision regarding whether to proceed with the paid License. The intention is to afford the User a comprehensive understanding of the Software’s capabilities and suitability for their specific requirements.

The Trial License automatically expires at the end of the Trial period, at which point, the access to the functionality of the Software shall become limited, and the User will have access to the Licenses specified in clause 1.3.2 hereof. Highfigure may terminate Your Trial License at any time with immediate effect for any reason and without liability to Highfigure of any kind. 

Following the expiration of the Trial period, the Licensee may request an extended Trial period of 14 (fourteen) calendar days from Licensor. Upon completion of the designated form, the Licensee will receive a License Key with access to the Software for the above period. 

The Company retains the authority to alter or terminate the free Trial License arrangement, and the User is encouraged to review and comply with any updates or modifications to the EULA presented by the Company.

1.3.2. COST-FREE LICENSES.

(a) Client License. The Client License herein grants the User the non-exclusive right to connect and use an unlimited number of local USB devices within the Software, subject to the restrictions set forth in Section 8 herein, for personal or business purposes. This License, however, expressly restricts and prohibits the Licensee from sharing said devices over the network.

The Client License is granted without incurring any fees and automatically activated upon the expiration of other Licenses acquired or purchased by the Licensee in accordance with cl. 1.3.1 and 1.3.3 hereof. 

The Client License is designed to operate independently within the specified limitations. Simultaneous use of the Client License with a Trial License, Single License or Gate Mode License is not available due to potential conflicts in functionality. 

(b) Limited Web-admin License. Upon installation and activation of the Software, the User is inherently granted free access to the Web-admin management function. Access to the Web-admin management function is contingent upon the completion of a specific registration procedure by the User. This procedure involves the submission of required information and the fulfillment of necessary steps as outlined in the relevant registration process. The Limited Web-admin License, as provided, confers the Licensee with the ability to view connected desktop clients only. 

This License type does not provide the ability to manage connected desktop clients through the Web-admin function. To enable this feature, the Licensee is required to purchase a Full Web-admin License in accordance with sub-clause (c) of clause 1.3.3 hereof.

1.3.3. PURCHASED LICENSES.

(a) Single License. In the event that the Licensee finds the Software functionality satisfactory during the Trial period, the User possesses the entitlement to purchase a Single License for Software utilization. 

Upon payment of the fees and subject to Your continuous compliance with the terms and conditions of this Agreement, Highfigure will provide You with a License Key to activate the Software with a Single License. The Single License grants the Licensee the right to download, install, access and use the full functionality of the Software, except for the Gate Mode and Web-admin functions, with the ability to share up to 10 (ten) local USB devices. While multiple Users may remotely connect to shared USB devices, Licensee acknowledges and agrees that only one User can establish a connection to a shared remote USB device at any given moment. 

The Single License is granted on a perpetual basis, ensuring continuous access to the licensed functionalities without temporal restrictions, unless otherwise specified in the Agreement. 

(b) Gate Mode License. The Gate Mode License grants You the right to use the expanded Software functionality, which includes the scope of rights granted under the terms of the Single License, and additionally grants You the right to access and use Gate Mode in Your internal personal and/or business operations. Gate Mode provides the ability to share and access up to 10 (ten) local USB devices across the network. This feature facilitates collaborative and integrated workflows by allowing Users within the Licensee’s internal network to remotely connect to shared USB devices.

(c) Full Web-admin License. To enable active management and administration of connected desktop clients through the Web-admin function, the User must procure a separate Full Web-admin License. This License is requisite for the execution of management actions, distinguishing it from the Limited Web-admin License that exclusively supports viewing capabilities.

The Licensor may provide access to the Web-admin function on a Subscription basis. Upon successful payment for the Subscription in accordance with the terms and conditions set forth by the Licensor, the Licensee is granted a temporary License to use the Web-admin function, including the capability to manage connected desktop clients. The Full Web-admin License is valid for the same duration as the respective Subscription for which the Licensee has made the payment. The rights granted under this License are temporary and are solely for the duration of the active Subscription period. 

If the Licensor does not receive the recurring Subscription payment or cannot validate the License periodically, then the Software may become inactive without additional notice until the Licensor receives the payment or validates the License.

1.3.4. DOCUMENTATION LICENSE.

Subject to the terms and conditions of the Agreement, Highfigure grants You a non-exclusive License to make and use any number of copies of any Documentation associated with the Software. This License authorizes the Licensee to employ such copies exclusively for internal purposes directly related to the utilization of the Software in accordance with the terms delineated in the Agreement. The number of copies generated under this License should be reasonable and directly aligned with the Licensee’s legitimate internal requirements for Software use.

The duration of the Documentation License coincides with the validity period of any other License from the above acquired or obtained by the User, as explicitly stipulated in the Agreement. Any use of Documentation beyond the scope of this License or after the expiration of the associated License may constitute a breach of the Agreement.

2. USAGE, TECHNICAL SUPPORT AND MAINTENANCE

2.1. Storage and Usage. The Licensee is entitled to store or install a copy of the Software on a Device or storage device, such as a network server, used only to install or run the Software on Devices used by a licensed User in accordance with Section 1 hereof. 

The Software is authorized for use in strict conformity with the terms specified in the relevant License types and the restrictions expressly outlined herein. The Licensee is obliged to adhere to the stipulations hereof.

Subject to the provisions of cl. 1.2 hereof, the Software under one License may not be installed and used on multiple Devices. In situations requiring the deployment of multiple copies, each individual Device must possess a distinct and separate License installed. The Licensee is prohibited from installing or utilizing the Software on multiple Devices under a single License, unless otherwise permitted hereunder or authorized by the Licensor.

The optimal access to and seamless utilization of specific functionalities inherent in the Software, notably the sharing of USB devices over the network, may necessitate a consistent and stable direct Internet connection. The Licensee acknowledges that interruptions or disruptions to their Internet connection may impede or disable certain functionalities of the Software.

2.2. Validation. The Licensor retains the explicit right to conduct periodic validations of the License under which the Software is utilized by the Licensee. The Licensor may perform these License validation checks at intervals deemed necessary to verify that the Licensee continues to adhere to the specified terms hereof.

The Licensor reserves the right to conduct these validation checks without providing specific prior notification to the Licensee. The Licensee acknowledges and accepts that such periodic validations are a standard practice to maintain the integrity of the licensing framework.

In the event that the results of a validation check indicate non-compliance with the licensing terms, the Licensor may take appropriate actions, including, but not limited to, imposing limitations on Software functionalities or terminating the License without any prior notice to Licensee.

2.3. Technical support. Regardless of the type of the License obtained, the Licensee is entitled to receive technical support from the Licensor without incurring additional charges. The Licensee can initiate a technical support request by contacting the Licensor via the dedicated support email at support@highfigure.net. The Licensee is entitled to obtain technical support for a duration of 3 (three) years commencing from the date of License acquisition or purchase.

The Licensor commits to undertaking all reasonable and necessary measures to deliver timely technical support. However, the specific timeframe for support resolution may vary based on factors such as issue complexity, the number of requests from other Users that are simultaneously processed by support staff, etc. The Licensee is expected to cooperate with the Licensor during the technical support process, providing necessary information and access to facilitate issue resolution. In the event that the Licensee requires a change in the primary Device associated with a specific License, the Licensee is entitled to seek assistance from the Licensor’s support to connect the License to another Device from which the Software will be accessed.

The Licensee acknowledges and agrees that Licensees using paid Licenses have a priority right to resolve their issues when contacting technical support.

The Licensor, in providing technical support, will use reasonable efforts to assist You with the problems You are experiencing but, due to the variety and complexity of possible issues, the Licensor may not be able to resolve Your issues. This may include, for example, issues that arise as a result of software or hardware errors not yet resolved by the manufacturer, or issues related to the equipment configuration that makes it impossible or unreasonably difficult for the Company to properly diagnose and resolve the issue, failure to meet the technical characteristics of the Device or USB device the specifications required for Software usage, and other reasons beyond the Company’s direct control.

3. SOFTWARE UPDATES

Highfigure will use its best endeavors to ensure ongoing development of the Software, including correction of errors and inexpediency and, at the discretion of Highfigure, to change the Software with the aim of making the Software compatible with new versions of third-party’s standard software. The Company, periodically and without Your separate permission or consent, may from time to time deploy an Update of, or replacement for, any Software or part of it, and as a result of any such deployment You may not be able to use the applicable Software (or certain functions of the Software) until any such update is fully installed or activated. 

Updates may include both additions to, and removal of, any particular features or functionality offered by a Software or may replace it entirely, and the Company will determine the content, features and functionality of the updated Software in its sole discretion.

The Company in its sole discretion will determine when and if Updates are appropriate, and has no obligation to make any Updates available to You. The Company in its sole discretion may stop providing Updates for any version of the Software other than the most current version, or Updates supporting use of the Software in connection with any versions of Systems, Devices, browser programs and other software with which the Software is designed to operate.

The User will be able to access the Updates under the following conditions:

3.1. Updates within the Software version. Throughout the License term, the Licensor retains the right to release and provide You with Updates for the currently utilized version of the Software. These Updates may encompass generally available error corrections, alterations, maintenance patch releases, enhancements, and, if applicable, revised User Documentation.

All Updates, modifications, and corrections implemented within the same version of the Software are provided without additional charges. They are made available to all individuals who lawfully deploy the Software and do not necessitate separate payments. To install available Updates within the Software version, the Licensee must manually initiate the Software Update process, provided that Updates are accessible.

3.2. Release of a new version of the Software. In the event that the Company releases a new version of the Software, the User shall be required to purchase a License for the relevant version of the Software in order to access and use it. 

Purchasing a License for the updated version ensures Your access to any new features, improvements, or modifications that may be incorporated into the latest Software version.

3.3. Temporary restriction of access to the Software. The Company reserves the right to address and rectify software bugs and issues within the Software. In the course of bug fixing and system maintenance, the Company may temporarily restrict or modify certain functionalities of the Software to ensure a smooth User experience. 

The duration of such limitations will be determined by the Company based on the time required for necessary corrections, bug fixes, releasing Updates and/or new versions of the Software. 

If, due to a fault on the part of the Licensor, access to the Web-admin function is temporarily restricted, and the Licensee is thereby deprived of the opportunity to exercise the rights granted under the License, the Full Web-admin License will be extended for the duration of the period during which access to this function was unavailable.

4. PURCHASE OF A LICENSE

4.1. Payment for the License. Highfigure uses third-party payment providers to authenticate payments when You purchase the relevant License. Please read the terms and conditions and privacy policies of applicable third-party payment providers to understand their terms and conditions.

To acquire the relevant License, the User must provide valid debit / credit card details or select the other available payment method on the third-party payment provider’s website that is accepted by the applicable third-party payment provider.

By initiating the purchase process, User confirm the understanding and acceptance of the responsibilities associated with payment authorization and agree to adhere to the specified terms and conditions. By proceeding with the purchase process, User explicitly claim and warrant that its use of a debit / credit card or other payment method is duly authorized. Furthermore, User asserts that all submitted information is accurate and true. User agrees to bear the responsibility for paying all fees (including, but not limited to, bank commissions and/or commissions of third-party payment providers) incurred during the purchase transaction. 

4.2. Pricing. The payment amount for the License is contingent upon the selected License type chosen by the User. Your purchase price will include the price of the License plus fees of financial institutions, payment service providers and any applicable taxes in effect at the time of purchase and based on the country data You provide on the payment processing page. The Company reserves the right to change License prices and availability at any time. The final cost of the License is determined depending on the payment method and will be brought to Your attention after a payment method is chosen and will be included in the User sales receipt.

All transactions will be conducted in the currency specified on the Website or associated payment platform. Users are responsible for any currency conversion fees or charges that may be applied by their financial institutions. In the event of international transactions, currency exchange rates may impact the final cost of the License. Users are encouraged to familiarize themselves with any associated currency conversion fees that may apply.

If the currency conversion takes place, You agree that it will be completed at the transaction exchange rate set for the relevant currency exchange. The transaction exchange rate is adjusted regularly and includes a currency conversion spread applied and retained by payment system providers on the base exchange rate to form the rate applicable to Your conversion.

4.3. Subscription. If You have subscribed to Full Web-admin License and provided Company or third-party payment provider with Your payment information, You authorize us to charge You a periodical fee at the then-current Subscription rate You have selected. You acknowledge that the Subscription terms and rates for each available plan are subject to change, and You agree to pay the applicable Subscription rate unless You cancel the Subscription, as described in this section.

Upon the conclusion of each Subscription period, the paid Subscription for the Full Web-admin License will automatically renew for the designated duration for continued access to the Web-admin function, as initially chosen by the User during the purchase process (1 (one) year). To avoid automatic renewal and subsequent charges, the User must initiate the cancellation procedure at least 24 (twenty-four) hours before the end of the relevant Subscription period. User expressly acknowledges and agree that, by not canceling the Subscription within the stipulated timeframe, it authorizes the automatic renewal of the Subscription for the selected period. User further acknowledges that charges associated with renewal will be applied.

In the event that the User decides to cancel the Subscription, this action signifies the discontinuation of automatic renewal. However, the User will retain access to the Web-admin function of the Subscription under the Full Web-admin License for the remaining duration until the conclusion of the paid Subscription period. Notably, deleting the Software does not cancel Your Subscription.

4.4. Taxes. Payment for the paid Licenses, the Subscription fees for the Full Web-admin License and any other charges You may incur, such as taxes and possible transaction fees, will be charged by the relevant third-party payment provider. Local taxes and other fees may vary depending on the location of the User and the payment method chosen. If You are required to withhold any tax for payments due, You shall gross up Your payments to the Company so that the Company receives the amount due in full, free of any deductions. 

You hereby confirm that the Company and the relevant third-party payment provider can rely on the name and address that You provide to the third-party payment provider when You agree to the fees or in connection with Your payment method as being the place of supply for sales tax and income tax purposes or as being the place of supply for VAT purposes where You have permanent residence / have established Your business.

5. REFUND TERMS

The Licensee possesses the entitlement to seek a reimbursement of the full amount for the perpetual License acquisition within a 14-day period from the date of purchasing the respective License. Post the conclusion of this stipulated duration, the funds remitted for the License shall not be subject to reimbursement by the Licensor.

Following the Licensor’s decision to grant a refund, the Licensee acknowledges that the relevant License will be terminated after a period of 7 (seven) calendar days. 

The payment made for the Full Web-admin License is considered non-refundable, subject to clause 4.3 of the Agreement. However, it’s important to note that the Licensee does retain the right to terminate the Subscription to this License, provided such termination is initiated at least 24  (twenty-four) hours prior to the expiration of the Subscription term for which the Full Web-admin License was purchased in order to avoid re-purchasing the License for the same term.

6. PROHIBITED USES OF THE SOFTWARE AND ACTIONS OF THE USER

As a condition of Your use of the Software, and without limiting Your other obligations under the Agreement, You agree to comply with the restrictions and rules set forth in this section as well as any additional restrictions or rules set forth in the Agreement and Documentation itself.

6.1. Restrictions on the ways of using the Software.

The Licensee acknowledges and agrees that it will not take any actions that may contradict the terms of the Licenses, including, but not limited to, undertakes not to:

  • provide, make available to, or permit individuals other than allowed Users to use the Software, either in whole or part, except under the terms expressly set forth in the Agreement;
  • use any License Keys in connection with the Software for more than the number allowed herein; 
  • share License Keys for the Software with a third party or encourage another User to do so, except as provided for in the Agreement;
  • bypass or attempt to bypass any security or password protection on the Software, access the Software in any way other than through the interface provided and authorized by the Company;
  • defeat or circumvent, attempt to defeat or circumvent, or authorize or assist any third party in defeating or circumventing controls on the use of copies of any Software;
  • use the Software in any manner that in Licensor’s sole discretion could damage, disable, overburden, or impair it or interfere with any other party’s use and enjoyment of the Software;
  • violate privacy rights or promote bigotry, racism, hatred or harm;
  • use improperly Our support services, including without limitation submission of false reports of abuse or misconduct by Licensor or Licensee;
  • use the Software for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the Software;
  • misrepresent the source, identity, or content of information transmitted via the Software, for example, by claiming to be someone that Licensee is not;
  • use the Software for phishing and fraud;
  • use the Software to  grant any third party access to or use of the Software on a timesharing, subscription service or application service provider or other similar basis;
  • except as authorized by a distribution agreement, reseller agreement or other agreement between You and the Company, publish, sell, resell, distribute, broadcast, transmit, communicate, transfer, pledge, rent, lease, share or sublicense the Software;
  • remove any proprietary notices or labels on the Software, unless authorized in writing by the Highfigure;
  • attempt to avoid any recurring fees;
  • utilize the Software for any commercial purpose or in a manner not explicitly permitted herein;
  • take other actions that may be considered in violation of the terms of the relevant License.

6.2. Restrictions on prohibited methods of influence on the Software.

You acknowledge that You will not under any circumstances:

  • take any actions that cause or may cause an unreasonable or disproportionate load on the Software’s infrastructure;
  • interfere or attempt to interfere with the proper operation of the Software or any User’s enjoyment of the Software; 
  • use manual and/or automatic software, devices or other processes to “scan” or “encrypt” the Software;
  • use software viruses or any other computer codes, files or programs that are designed or intended to disrupt, damage, limit or interfere with the operation of any software, hardware or telecommunications equipment, as well as to damage or gain unauthorized access to any system, data of the Software;
  • institute, assist or become involved in any type of attack, including without limitation distribution of a virus, denial of services attacks upon the Software, or other attempts to disrupt the Software or any other person’s use or enjoyment of the Software;
  • menace, threaten, defraud or harass any person (including other Users of the Software) or cause damage or injury to any person or property;
  • change, modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any part of the Software or otherwise attempt to obtain any source code or basic ideas or algorithms of any part of the Software;
  • use any intelligent systems, robots, scrapers, or other similar data gathering tools;
  • permit any person or entity to access, take control of, or destroy, alter, erase, damage, or otherwise disrupt or degrade the operation of any portion of the Software;
  • use or attempt to use the Software to upload, download, stream, transmit, copy or store any information, data, or materials, or engage or assist in any activity that may: (i) infringe the intellectual property rights or other rights of any third party; (ii) contain any unlawful, harmful, threatening, abusive, defamatory or otherwise objectionable material of any kind, (iii) harm or attempt to harm others; (iv) have the potential to incite or produce conduct that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, libelous, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically, religiously or sexually discriminatory or otherwise objectionable; (v) assist any fraud, deception, or theft;
  • modify, disable, or tamper with any security features or technological measures implemented in the Software;
  • exploit, disclose, or seek to discover vulnerabilities in the Software without promptly reporting such findings to the Licensor;
  • otherwise infringe the Agreement, requirements of laws and regulations, rights and freedoms of third parties.

Any use of the Software in breach of these License limitations is strictly prohibited, can result in the immediate revocation of Your limited License and may subject You to liability for violations of law.

The Company retains the sole right to ascertain what behavior it deems to contravene the rules of use or deviate from the intent or essence of the Agreement. The Company holds the authority to undertake actions in response, including, but not limited to, the prohibition of the use of the Software, either entirely or partially without prior notice to the User.

7. INTELLECTUAL PROPERTY RIGHTS

7.1. Ownership.

The Licensee acknowledges and agrees that the Software is licensed, not sold. The words “acquire”, “buy”, or “purchase” are solely related to the transfer of License rights in the Software in accordance with the Agreement. Licensees do not acquire ownership of the Software, but only the right to use it in accordance with the Agreement. The License does not transmit any intellectual property rights on or in the Software. All other rights, particularly proprietary rights, copyright, and intellectual property rights to the Software, and all usage rights not expressly granted shall remain the property of Highfigure or the owner of the intellectual property rights of individual components of the Software, and You shall have no right, title or interest therein except as expressly set forth in the Agreement.

You acknowledge and agree that the Software, Documentation, and all ideas, methods, algorithms, formula, processes, and concepts used in developing or incorporated into Software or Documentation, all future Updates, and all other improvements, revisions, corrections, bug-fixes, hot-fixes, patches, modifications, enhancements, releases, and policy and database updates and other updates in, of, or to Software or Documentation, as applicable, and all copies of the foregoing are Our trade secrets and proprietary property, having great commercial value to Us.

7.2. Intellectual property rights.

The intellectual property rights to the Software and its elements belong to the Company and are protected by the Ukrainian legislation on intellectual property, as well as relevant international agreements and conventions. The list of intellectual property objects owned by the Company includes, but not limited to: 

  • Program Code: the source code, algorithms, and programming scripts that form the foundation of the Software; 
  • Design Elements: all visual components, layout structures, stylistic choices, graphical elements, icons, logos, etc.; 
  • Text: written content, including written materials, content of the Documentation, guides, and manuals provided to the Licensee for understanding, installing, and using the Software;
  • Derived Works: any modifications, adaptations, or enhancements created based on the original Software, forming a derivative work;
  • Industrial property: inventions, utility models, industrial designs, trademarks, trade names;
  • Any other intellectual property objects that may constitute part of the Software.

The use of the Software is permitted only within the framework of the functionality provided. No elements or content posted in the Software or Documentation may be used in any other way without the prior permission of the Company. All rights not expressly granted by the Agreement are reserved by the Company and its licensors, and no license is granted hereunder by estoppel, implication or otherwise.

The Company owns, has licensed, or otherwise has rights to use all the intellectual property objects that appears in the Software and/or Documentation. Any other use not provided for in the Agreement shall constitute a breach of the terms and may be grounds for bringing the violator to liability in accordance with the current legislation of Ukraine. Any use of the Software or the intellectual property objects placed in it, except in the manner permitted by the Agreement, is strictly prohibited.

8. WARRANTIES 

The access to the Software is provided “AS IS”, “AS AVAILABLE”, “AS IT EXISTS”. We disclaim all warranties, expressed or implied, including, but not limited to, warranties of merchantability and fitness for any purpose with respect to the Software, non–infringement, or as to the operation of the Software. However, the Licensor does its best and takes all reasonably possible technical and legal precautions to ensure the safe use of the Software by the Licensee.

The Licensor makes no warranty that: (1) the Software and/or Documentation meets or will meet the requirements and expectations of the Licensee; (2) the Software will be available continuously, access to which will be provided quickly, reliably, and without errors; or (3) the Software and/or Documentation will be free of any errors, omissions, interruptions, deletions, typographical errors or other defects; (4) the Software is free from any viruses or other harmful components; (5) any defects or errors in the Software will be corrected; (6) the Licensee’s Device meets all the requirements that will allow the Software functionality to work without any interruptions; (7) does not contain any back door, time bomb, drop-dead device or another routine intentionally designed by the Licensor to disable a computer program or computer instructions that alter, destroy or inhibit the processing environment; (8) the Licensee will be able to connect all USB devices that it wants; (9) technical support will be provided effectively within the timeframe expected by the Licensee.

Some jurisdictions do not allow the exclusion of or limitations on the implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You.

By purchasing a License, the Licensee agrees and warrants that Licensee: (1) has the legal capacity to use the Software and consent to comply with the Agreement; (2) will refrain from actions specified in section 6 of the Agreement, which may have a negative impact on the operation of the Software; (3) will not use the Software in order to violate any applicable law or regulation.

The Licensee hereby acknowledges and agrees that the capability to connect specific USB devices is contingent upon their compatibility with the Software and technical specifications that facilitate collaborative usage. Specifically, the Licensee acknowledges and accepts that it may not be possible to connect USB devices / the connection of USB devices may be impended if the protection against virtual devices is activated, and if the connection speed fails to meet the stipulated requirements of the processing device driver.

The Licensee acknowledges and agrees that it is solely responsible for legal and financial liability for all actions using or accessing the Software. The Licensee utilizes the Software at its sole discretion and risk, and the Licensee thereby assuming all potential risks and liabilities associated with the Software’s use, as well as any potential consequences that may impact the Licensee, its Device, System, etc.

9. LIMITATION OF LIABILITY

The Licensor and the Licensee shall be responsible for fulfilling their obligations under the Agreement in accordance with the current legislation of Ukraine.

To the fullest extent permitted by applicable law, the Licensor shall not be liable for (1) failure of the Software functionality to meet the User’s expectations, (2) errors and malfunctions of the Software, (3) typographical errors, inaccuracies, omissions or other defects in the Software, as well as untimeliness or inaccuracy of any information contained in the Software, (4) any direct, indirect, consequential, actual or incidental damages that the Users have suffered or may suffer as a result of the temporary suspension of the Software, (5) the security of operation and content of third-party websites, links to which may be contained in the Software, (6) losses or damage caused by the breach of the Agreement by another User, (7) the lack of a proper Internet connection of the Licensee, which may result in difficulties for the Licensee to access the Software, (8) any dissatisfaction or inconvenience caused by Updates, or changes made to the Software, (9) any activities which may be conducted by minors without the consent of their parents or legal guardians, when such consent is legally required, (10) any misrepresentation or fraud with respect to the Software, (11) damages that may be incurred by the Licensee who has not canceled the Subscription in a timely manner, (12) the impossibility of resolving any issues that the Licensee has when contacting the technical support, including those that are beyond the direct influence of the Licensor, (13) the procedure of payment transactions, including the payment procedure of third party payment providers, as well as currency conversion rates (if applicable), (14) any potential or actual consequences and damages that may occur as a result of the Licensee’s use of the Software, which affected the Licensee, his Device, System, etc. 

The Licensee uses the Software at its own risk and is solely liable for the possible consequences of its use, including any damage and losses that such use may cause.

Neither party will be liable for any indirect, exemplary, special or consequential damages, loss, or corruption of data or interruption or loss of business; or loss of revenues, profits, goodwill or anticipated sales or savings, even if the damages were foreseeable or a party has been advised of the possibility of those damages. 

IN NO EVENT SHALL LICENSOR’S AGGREGATE LIABILITY FROM ALL LAWSUITS, CLAIMS, WARRANTY OBLIGATIONS, INDEMNITY OBLIGATIONS, AND ANY OTHER OBLIGATIONS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY USE OF THE SOFTWARE OR ASSOCIATED DOCUMENTATION PROVIDED HEREUNDER EXCEED THE AMOUNT PAID BY THE LICENSEE TO THE LICENSOR DURING 12 (TWELVE) MONTH PERIOD PROCEEDING THE EVENT GIVING RISE TO ANY SUCH CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THESE LIMITS.

The foregoing limitations and exclusions apply to the extent permitted by applicable law in User’s jurisdictions. This limitation of liability may not be valid in some jurisdictions. User may have rights that cannot be waived under consumer protection and other laws. Highfigure does not seek to limit its warranty or remedies to any extent not permitted by law.

10. INDEMNITY

You agree to indemnify, pay the defense costs of, and hold harmless the Highfigure and its respective employees, officers, directors, agents, contractors, and other representatives from all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs, and expert witnesses’ fees) that arise from or in connection with (a) any claim that, if true, would constitute a breach by You of the Agreement or negligence by You, or (b) any act or omission by You in using the Software. You agree to reimburse the Highfigure on demand for any defense costs incurred by the Highfigure and any payments made or loss suffered by the Highfigure, whether in a court judgment or settlement, based on any matter covered by this section.

The Highfigure reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Us and You agree to cooperate with Our defense of these claims. You agree not to settle any matter without the prior written consent of the Highfigure. The Highfigure will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.

If You are prohibited by law from entering into the indemnification obligation above, then You assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs and expert witnesses’ fees) that are the stated subject of the indemnification obligation above.

11. TERMINATION

11.1. Term.

The Agreement shall enter into force upon downloading, installing the Software and obtaining the License on the terms and conditions set forth in the Agreement, and expires when all Licenses hereunder have expired in accordance with their own terms and conditions or otherwise terminated by the Licensor.

11.2. Termination. 

Licensee’ may terminate the Agreement at any time by notifying Licensor.

Without prejudice to the other provisions of the Agreement, the Licensor reserves the right to unilaterally terminate Your License(-s) and the Agreement at its discretion, without the obligation of providing prior notice and without incurring any liability towards the Licensee, and  You will not be entitled to a refund for the paid Licenses. This termination may occur if the Licensee materially breaches any provision of the Agreement, as determined solely by the Licensor, or if such breach is deemed incurable.

Upon the expiration of the Agreement or in the event of early termination, the Licensee’s access to the Software will be restricted.

Upon termination of the Agreement for any reason, Section 6 (PROHIBITED USES OF THE SOFTWARE AND ACTIONS OF THE USER), Section 7 (INTELLECTUAL PROPERTY RIGHTS), Section 8 (WARRANTIES), Section 9 (LIMITATION OF LIABILITY), Section 10 (INDEMNITY) will survive.

Termination of the Agreement shall be without prejudice to any rights or liabilities accrued at the date of the termination. Once the termination comes into effect, all rights, and licenses of Users to use the Software under the Agreement shall terminate. Upon the termination of the Agreement, You shall cease all use of the Software and destroy all copies of the Software and all associated Documentation in Your possession or control.

12. FORCE MAJEURE

The Licensor shall be exempt from liability for any delays, failures, or interruptions in the operation of the Software caused directly or indirectly by force majeure circumstances, such as war or hostilities, earthquake, flood, fire, and other natural disasters, power outages or Internet interruptions, virus attacks, actions of public authorities, or any other circumstances beyond Our control.

13. OPEN-SOURCE SOFTWARE

The Software may employ various components, encompassing programs, applications, tools, utilities, libraries, and additional programming code, obtained from third-party sources operating under open-source licenses. These components are integrated into the Software and distributed by Us, adhering to the terms specified in the relevant open-source licenses governing each individual component.

By utilizing the Software, You acknowledge and agree to comply with the conditions set forth in the respective open-source licenses associated with the incorporated components. The incorporation of such components does not modify or restrict the rights and obligations delineated by the open-source licenses relevant to each component.

Highfigure uses the following software libraries which have these licenses:
UsbDk LICENSE: https://github.com/daynix/UsbDk/blob/master/Documentation/LICENSE;
grpc LICENSE: https://github.com/grpc/grpc/blob/master/LICENSE
protobuf LICENSE: https://github.com/protocolbuffers/protobuf/blob/main/LICENSE.

14. PERSONAL DATA

We may receive Your personal data during Your use of the Software, as well as when You decide to contact Us. 

During the activation of the Software, the Licensor launches a process that generates a unique identifier assigned to a specific Device from which access to the Software is initiated. Simultaneously the hardware serial number (representing the distinctive hardware ID of the Device), and the username and computer name under which the Software is launched, are collected. This data undergoes encryption before being transmitted to the secure servers controlled by the Licensor. The collection of this information serves the purpose of authenticating the Device used to access the Software and overseeing adherence to the predefined permissible number of activations. 

It is essential to clarify that this data collection is not intended to gather personally identifiable information unless the Licensee has expressly included data in the username that enables identification. In instances, where the Licensee has voluntarily included identifiable information in the username, thereby allowing for personal identification, the processing of such personal data will be governed by the provisions outlined in the Privacy Policy. Therefore, it is emphasized that, by default, the collection process is designed to exclude the gathering of personal data, aligning with Our commitment to privacy and data security.

We recognize the importance of protecting Your personal data, which is why We have drafted a Privacy Policy, which You can find at the following https://www.highfigure.net/docs/privacy-policy/. The Company collects, stores, and uses personal data in accordance with this Agreement and the Privacy Policy, and takes all necessary precautions to protect the confidentiality of Users’ personal data. The Company takes all necessary measures to protect the confidentiality of Users’ personal data in accordance with the procedure generally used to protect this kind of information in the existing business environment.

15. DISPUTE RESOLUTION

The Agreement shall be governed by and construed in accordance with the applicable laws of Ukraine.

All disputes and disagreements that may arise in connection with the Agreement shall be resolved by the parties through negotiations in compliance with the pre-trial dispute resolution procedure. The pre-trial dispute resolution procedure is mandatory. All claims, suggestions, and comments shall be considered by the Licensor in writing and sent to the Licensor’s e-mail address, namely: support@highfigure.net, within 30 (thirty) days from the date of sending the letter by the Licensee.

In case of failure to resolve disputes through negotiations, any disputes, disagreements, or conflicts between the parties regarding any matters arising out of or related to the Agreement shall be finally settled in accordance with the applicable laws of Ukraine. 

If a dispute under the Agreement or in connection with it arises between the Licensor and the Licensee who is under foreign jurisdiction and/or is a citizen of a foreign country, such dispute shall be finally settled by the International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry in accordance with its Rules. The arbitral tribunal shall consist of a sole arbitrator. The seat of the Arbitration Court shall be in Kyiv. The language of the arbitration shall be English.

16. SEVERABILITY

If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary to ensure that the Agreement otherwise remain in effect. Failure of the Licensor to enforce any part of the Agreement shall not constitute a waiver of the Licensor’s right to further enforce such or any other part of the Agreement. 

The provisions of Sections 8-10 will survive the termination of this Agreement, howsoever caused, but this will not imply or create any continued right to use the Software after termination of this Agreement.

17. CHANGES TO THE AGREEMENT

We reserve the right to amend the Agreement at any time and for any reason by posting a new version of the Agreement. Please review the Agreement from time to time to be aware of any changes or additions. You can always find the current version of the Agreement by the link specified above in the Agreement.

In the event of any modifications to this Agreement, the provisions that were in effect at the time of acquiring the License shall govern the relationship between the Licensor and the Licensee.

18. ASSIGNMENT 

The Licensor reserves the right to assign or delegate the Agreement, in whole or in part, to any person or entity at any time, with or without Your consent. You may not assign or delegate any rights or obligations under the Agreement without Licensor’s prior written consent.

19. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties relating to the subject matter of the Agreement and supersedes all prior or contemporaneous communications, agreements and understandings, written or oral, with respect to the subject hereof, and prevails over any conflicting or additional terms of any order, acknowledgment, or similar communication between the Licensor and the Licensee.

20. NOTICES

Any notices required for the exercise of rights and obligations under the Agreement shall be made in writing and sent by e-mail to the counterparty’s address specified in the Agreement or specified by the Licensor when registering with the Software.

21. CONTACT

If You have any questions, doubts, or suggestions regarding the Agreement, You may contact Us for assistance at the following e-mail address: support@highfigure.net

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