End User License Agreement and Terms and Conditions Of Software Use
Valid for all BRAHMS (Brand Harmonization Management System) licenses and users unless other written agreement states otherwise.
Please read the terms and conditions of this product application carefully prior to installation, copy or use of the Software. THROUGH STARTING TO USE THE SOFTWARE YOU ARE EXPRESSING YOUR CONSENT TO THESE TERMS AND CONDITIONS.
Software End-User License Agreement
This End-User License Agreement (hereinafter referred to as “the Agreement”) is made by and between GRAFINIT Kft. and you, a legal entity or a physical person (hereinafter referred to as “you” or “the End User”, a “corporate account” or “subscriber”) who wishes to use the Software provided that End User or its organization has purchased a proper subscription to the Software.
The End User is entitled to use the Software defined in this Agreement subject to the conditions and limitations set forth herein.
This Agreement is an agreement on end user rights and does not constitute sale and purchase of the Software. GRAFINIT continues to own the Software and any other copies that the End User may be authorized to make pursuant to this Agreement. Furthermore, this Agreement itself, without a subscription contract, will not grant any right to use the Software.
By clicking on “I Accept” or similar term while starting to use the Software, you agree to the terms and conditions of this Agreement. If you do not agree to all of the terms and conditions of this Agreement, you are not entitled to use the Software at all.
You agree that your use of the Software acknowledges that you have read, understood this Agreement and agree to be bound by its terms and conditions and also accept all limitation of responsibility contained herein.
The term “Software” means the computer program, called BRAHMS, developed by GRAFINIT and any related explanatory written materials and any other possible documentation related to the Software, its specifications, any description of the Software or its operating environment in which the Software is used, copies of the Software, patches, plug-ins, extension modules, updates, etc.
The Software defined in this Agreement must not be stored on a portable data carrier, sent via electronic mail, or downloaded from the Internet.
Access to use the Software will be obtainable as subscription service and will be available (1) through an online connection with a compatible browser, or (2) as a custom installation on a compatible and individually approved server that must be made by us or a duly authorized partner, also only accessible with a compatible browser.
Legal effect of the End-User License Agreement and other agreements related to the Software.
Unless explicitly stated herein otherwise, the terms and conditions of this Agreement shall supersede all other contrary provisions of agreements of any kind made between you and any distributor, reseller, developer of the Software even if such parties are duly entitled by us to sell, modify, update the Software. This Agreement shall, however, not supersede more specific written agreements in respect of the Software that is made directly between you and us.
In case of a valid subscription for the necessary number and type of licenses in compliance with the intended use by the End User, GRAFINIT shall grant the End User the following rights (the License) in respect of the Software. For avoidance of doubt the same license terms are valid for those subscriptions that are run under a custom installation on the approved server of the End User or its organization.
Content of the License
The Software’s core functionalities are available to use by any type of licenses. Access and right to use of certain functionalities and modules of the Software are determined by the type of license the End User subscribes for. The list of functionalities and license types will be defined in the subscription or purchase agreement made between the End User and GRAFINIT or an authorized software reseller.
Right to use the Software
The End User shall be granted a non-exclusive, non-transferable right to access the Software by establishing online internet or intra-net connection in a compatible web browser. The license of the compatible web browser is not part of the license provided by GRAFINIT and must be acquired from third parties.
Number of licenses
The right to use the Software shall be bound to a single license dedicated to a specific user. One End User shall therefore refer to a separate and single user or administrator role account (further herein: Online License)
In case of updates issued by GRAFINIT, provided that the End User’s license is eligible for receiving the update, any valid license will also automatically include the same rights to use the updates or updated Software as before the update.
Term of the License
The End User’s right to use the Software shall be time-limited. The duration while the End User is entitled to use the Software is based on the individual software license agreement, purchase agreement, subscription or similar agreement.
Termination of the License
The License shall terminate automatically at the end of the period for which it was granted (i.e. when a corporate or other user subscription expires).
Should the End User fail to comply with any of the provisions of this Agreement, GRAFINIT shall be entitled to terminate, suspend or cancel validity of the License which also means withdrawal from this Agreement.
In the event of termination, suspension or cancellation of the License, the End User must immediately stop using the Software. All online licenses will lose functionality immediately in case of termination.
GRAFINIT shall not be responsible for any damages, losses whatsoever in case of suspension, cancellation or termination of any licenses.
In case of termination either by intention or automatically upon expiration of a subscription, the Software will stop functioning from the day of termination (expiration). The licenses will allow End Users to login but the Software’s functionality will be limited or missing and the End Users (including administrator accounts) will have limited access to their data either. In such cases the subscriber shall have a 3 (six) month grace period to renew the subscription or export the user content stored in the Software. Export of the user content and data can only be carried out by GRAFINIT and will incur a fee of 10% of the last yearly subscription fee valid for the respective corporate account, unless a written agreement regulates otherwise. Should the grace period expire without renewal of at least one necessary level license, GRAFINIT will delete the corporate account and all user data attached thereto which then can not be reestablished anymore. GRAFINIT may not be held liable for any loss of data, including user generated or uploaded content in the above cases.
Verifying proper use
GRAFINIT reserves the right to occasionally or continuously monitor usage data and circumstances of any license. Such monitoring activity serves GRAFINIT’s interests to verify and, from time to time, re-verify that the End User complies with the terms and conditions of this Agreement. Monitoring use of the Software may result in storage of certain user data, including but not limited to usage logs, account IDs, IP addresses, etc. These data will be deleted after a reasonable time, usually following a successful billing period but not earlier than one (1) year from their capture. GRAFINIT shall have the right to use this data, including their forwarding to third parties, if protection of GRAFINIT’s rights and rightful interests so require.
End User Rights
The End User must exercise his, her or its rights in person or via its employees. The End User will be responsible for the actions of all persons who may have access to functions of the Software regardless of how such person acquired the necessary login information.
The End User may allow use of the license to third parties as follows:
the End User’s employees and/or contracted staff may use the Software, strictly within the extent of the license granted to the End User, if such use is in the direct business interest of the End User,
The End User’s contracted business partners may be granted the right to use the Software for the direct benefit of the End User or a joint project with the End User, however this use may not exceed 10 % (ten percent) of the number of licenses the End User is rightfully using at any given time unless a separate agreement with the End User stipulates otherwise.
The End User is strictly forbidden to grant sub-licenses or entirely delegate or transfer license or use of the Software to a third party.
The End User will be responsible for the breach of the license conditions as well as all actions of any third party actor who uses the license granted to the End User.
The End User may not copy, distribute, extract components or make derivative works of the Software. The Software and especially its source code, will remain in the exclusive ownership of GRAFINIT at all times.
The End User may not use, modify, translate or reproduce the Software or transfer rights to use the Software or copy the Software in any manner other than as provided for in this Agreement.
The End User may not sell, sub-license, lease or rent or borrow the Software and may only use it to serve its own business or use the Software for the provision of commercial services within its own sphere of business. In case of accessing the Software running on a custom installation on the subscriber’s server, the installation is only valid on an individually approved server and may not be replicated, moved or, in any way, changed by the End User or a third party to another server without prior approval of GRAFINIT or its approved partners.
It is absolutely forbidden to reverse engineer, reverse compile or disassemble the Software or otherwise attempt to discover the source code of the Software.
The End User may not use the Software in a manner that does not comply with all applicable laws in the jurisdiction of use, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
The Software, its name, logos, trademarks, whether registered or not, GRAFINIT and its logo as well as all rights, without limitation including proprietary rights and intellectual property rights thereto are owned by GRAFINIT. They are protected by international treaty provisions and by all other applicable national laws of the country in which the Software is being used. The structure, organization, functions and code of the Software are the valuable trade secrets, confidential information and know-how of GRAFINIT. This shall not include the user data uploaded into the Software or its databases.
Fair Use Policy
The use of the Software shall also be limited by the rules of fair use as stipulated hereunder. These rules and guidelines of fair use may be overwritten by individual agreements made with GRAFINIT or its agents, resellers or representatives.
The End User shall refrain from using the Software or any of its functions against their intended use. Such behaviors include but are not limited to intentional exploiting of Software malfunctions, purposeless multiplication of files occupying significant storage, purposeless multiple execution of operations on resource demanding files, etc.
Third Party Licenses
Licenses of the Software may also include certain use of third party developed software modules, that enhance some of the Software’s functionality. License fees of the third party licenses shall be included in the license fee or subscription fee paid for the Software. Third party licenses can only be used within the functionalities of the Software and will not grant End User’s the right to directly use these third party licenses outside their integrated functionalities in the Software. Using certain content created by these third party software outside of the domain of the Software may require the End Users to install other compatible third party software or licenses which are not part of the subscription package and may not be acquired from GRAFINIT.
RESPONSIBILITY FOR USER DATA
The End User shall be solely responsible for all information, including but not limited to documents, images, video material, personal data and business information of any kind uploaded or stored in or with the Software under the End User’s license. The End User is responsible that that such information uploaded to or stored by the Software does not breach local laws or the rights or rightful interest of GARFINIT and/or third parties.
Reservation of rights. GRAFINIT hereby reserves all rights to the Software, with the exception for rights expressly granted under the terms of this Agreement to the End User.
COMMENCEMENT AND TERMINATION OF THE AGREEMENT
This Agreement shall be effective from the date the End User agrees to the terms of this Agreement and shall be effective until the definite time of the license expires or the license is otherwise withdrawn or terminated.
Should the End User uninstall or permanently refrain from using the Software, such actions will not terminate the license or shorten the time period for which the license was granted. Partial or complete non-use of the license shall not entitle the End User to any refund of the license fees or deny responsibility arising from this Agreement or the law.
The End User acknowledges that the Software is provided “as is”, without warranty of any kind, express or implied. GRAFINIT cannot be made liable if the Software is not fit for a particular purpose or not suitable to successfully serve a business perspective. GRAFINIT cannot be made liable for loss or damage of data stored or created by the Software or manipulated in any way using the Software. GRAFINIT does not warrant that the Software’s functions will meet the End User’s requirements, whether express or not, nor that the operation of the Software will be uninterrupted or free of errors. GRAFINIT will do its best, but in no way is obligated by this Agreement to, correct any errors or malfunctions of the Software.
GRAFINIT warrants that it holds all rights to the Software and that it does not infringe any third party patents, copyrights, trademarks or other rights.
To the maximum extent permitted by any applicable law or judicial practice, in no event shall GRAFINIT, its employees, contractors or partners participating in the creation of the Software, be liable for any damages, losses, lost profits, interruption or loss of business, loss or corruption of information/data or any direct, indirect, incidental, special, consequential or other damages however caused. As some states do not allow total exclusion of liability but may allow liability to be limited, in such cases the liability of GRAFINIT shall be limited to the sum that the End User has paid for the license for a period of 1 (one) calendar year.
Both Parties acknowledge that the fees paid for the license by the subscriber reflects the allocation of risks and limitation of liabilities set forth in this Agreement and that GRAFINIT would not enter into this Agreement (i.e. would not grant license to use the Software) without these limitations on its liability.
SYSTEM DOWNTIMES AND UPDATING THE SOFTWARE
Throughout the subscription period GRAFINIT shall continuously monitor Software performance, compatibility and user performance. Due to continuously changing frameworks, hardware, networks, security policies, requirements and as well as other software or user behaviors, GRAFINIT will do its best effort to keep the Software up to date to meet the changing environment.
GRAFINIT does not warrant that access to the Software will be uninterrupted, nor that its use will be error free. GRAFINIT shall do its best effort to maintain 95% availability (accessibility and licensed functionalities suitable for intended use) in a yearly average.
During updates of the Software certain functionalities or access to the entire Software will be temporarily unavailable. Downtimes for regular updates will be announced to administrators in advance. GRAFINIT shall make its best effort to update or patch the Software outside of usual operating hours of the End User.
Technical support and maintenance
GRAFINIT and/or a third party authorized for such services by GRAFINIT may provide technical support and software maintenance based on a separate agreement. This Agreement does not oblige GRAFINIT or any third party to provide such services.
This Agreement shall be governed by and construed in accordance with the laws of Hungary. By accepting these terms and conditions the End User expressly agrees that any disputes or claims arising from this Agreement or in connection with the license rights or obligations or any disputes or claims relating to use of the Software shall be settled by the Courts of Hungary. The End User expressly agree to the exclusive jurisdiction of Budai Központi Kerületi Bíróság, at Budapest (or its successor in case of a reorganization in court structures, if any). The language of proceedings shall be in Hungarian.
Regulations on processing personal data
Based on how the End User wishes to use the Software, GRAFINIT may be required to process personal data of the End User, its contributors or other third parties.
Such data processing shall be usually limited to the storage of data inputs uploaded by the End User. In general, GRAFINIT will never use these personal (or other) data stored on its servers or servers subscribed for by GRAFINIT at third parties for any purpose other than securely storing them. Secure storage may require back-up copy of such data automatically.
Such cases may include when GRAFINIT is instructed by the End User to carry out specific tasks in relation to the Software (i.e. technical support, troubleshooting, etc.) that may involve access to personal data. Such processing shall always be carried out to the minimum extent in time and nature as made necessary by the specific task. These cases will allow GRAFINIT to process personal data based on its contractual obligations that usually arise from other agreements (i.e. Software maintenance or support agreements). Under no circumstances may GRAFINIT store, copy or otherwise use such data for its own purposes whether personal data or business information.
In all cases, GRAFINIT will process all personal data it may have access too in compliance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation, or GDPR).
Should any of the provisions of this Agreement be invalid or unenforceable, this shall not affect the validity of the other provisions of the Agreement, which shall remain valid and enforceable in accordance with the conditions stipulated therein. This Agreement may only be modified in written form, signed by an authorized representative of the Provider or a person expressly authorized to act in this capacity under the terms of a power of attorney.
This is the entire Agreement between GRAFINIT relating to the Software and it supersedes any prior communication whether public or personalized, all discussions, undertakings, advertisements relating to the Software.
Effective from May 2022.