This User License Agreement ("Agreement") is a legal agreement between you ("Licensee" or "you") and ToucaTech Ltd. ("ToucaTech," "we," "us," or "our") regarding your access to and use of ToucaTech's ERP solutions, associated software, and services ("Software" or "Services"). By accessing or using the Software, you agree to be bound by the terms of this Agreement.

 

1. Grant of License

 

1.1 License Grant:

 

ToucaTech grants you a non-exclusive, non-transferable, limited license to access and use the Software solely for your internal business operations, in accordance with the terms set forth in this Agreement and any applicable Order Form.

 

1.2 License Restrictions:

 

You shall not:

• Copy, modify, or create derivative works based on the Software, except as explicitly permitted by ToucaTech.

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except where such activity is expressly permitted by applicable law.

• Rent, lease, sell, sublicense, assign, distribute, publish, or transfer any rights in the Software without prior written consent from ToucaTech.

• Use the Software to build or enhance a competing product or service.

 

1.3 Authorized Users:

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The Software may only be used by your employees or agents who are authorized by you and are bound by the terms of this Agreement ("Authorized Users"). You are responsible for all activities of your Authorized Users.

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2. Ownership and Intellectual Property

 

2.1 Ownership:

 

All intellectual property rights in the Software, including but not limited to the underlying code, architecture, and any modifications made by ToucaTech, are owned by ToucaTech or its licensors. The license granted herein does not transfer any ownership rights to you.

 

2.2 User Data and Customizations

 

ToucaTech acknowledges that you may own any customizations or modifications to the Software made under the terms of a separate agreement, including the right to modify, distribute, and resell such customizations. Additionally, you have the right to resell the licensed ERP system, provided:

• Representation: Resellers must accurately represent the ERP system in accordance with ToucaTech’s brand and quality standards.

• Support: You are responsible for providing support to your customers unless otherwise specified in writing with ToucaTech.

• Compliance: All resales must comply with applicable laws and ToucaTech’s guidelines as provided in this Agreement.

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2.3 Feedback:

 

Any feedback, suggestions, or recommendations you provide regarding the Software ("Feedback") may be used by ToucaTech without any obligation to you, and you hereby grant ToucaTech a non-exclusive, perpetual, irrevocable, royalty-free license to use such Feedback.

 

3. Use of Services

 

3.1 Compliance with Laws:

 

You agree to use the Software in compliance with all applicable laws, regulations, and guidelines, including but not limited to data protection and intellectual property laws.

 

3.2 Security Measures:

 

You are responsible for maintaining the security of your account credentials and ensuring that all access to the Software by Authorized Users is appropriately managed. Any unauthorized access or breach of security must be reported to ToucaTech immediately.

 

4. Support and Maintenance

 

4.1 Support Services:

 

ToucaTech will provide support and maintenance services as outlined in the applicable Service Level Agreement (SLA) or Order Form. Support does not include assistance with third-party integrations, unauthorized modifications, or non-standard configurations unless otherwise specified.

 

4.2 Updates and Upgrades:

 

ToucaTech may, at its discretion, provide updates, upgrades, or patches to the Software. These updates may be mandatory or optional and are provided under the terms of this Agreement.

 

5. Fees and Payment

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5.1 License Fees:

 

License fees and payment terms are outlined in the applicable Order Form. You agree to pay all fees as specified and to adhere to the payment schedule. Late payments may result in suspension or termination of access to the Software.

 

6. Confidentiality

 

6.1 Confidential Information:

 

Both parties agree to maintain the confidentiality of any non-public information disclosed by one party to the other that is marked or otherwise identified as confidential, or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information").

 

6.2 Use and Protection:

 

Confidential Information shall only be used for the purposes of fulfilling obligations under this Agreement and shall be protected from unauthorized disclosure with the same degree of care as each party uses to protect its own confidential information, but not less than reasonable care.

 

7. Warranties and Disclaimers

 

7.1 Limited Warranty:

 

ToucaTech warrants that the Software will perform substantially in accordance with the accompanying documentation during the term of this Agreement. If the Software fails to conform to this warranty, ToucaTech will use reasonable efforts to correct the nonconformity.

 

7.2 Disclaimer of Warranties:

 

Except as expressly provided herein, the Software is provided "as is," without warranty of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

 

8. Limitation of Liability

 

8.1 Limitation of Damages:

 

To the maximum extent permitted by law, ToucaTech shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or use, arising out of or related to the use or inability to use the Software.

 

8.2 Aggregate Liability:

 

ToucaTech's total liability under this Agreement shall not exceed the amount paid by you for the Software in the twelve (12) months preceding the event giving rise to the liability.

 

9. Indemnification

 

9.1 Your Indemnity:

 

You agree to indemnify, defend, and hold harmless ToucaTech, its affiliates, and their respective directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorney's fees, arising out of or in connection with your use of the Software, your breach of this Agreement, or your violation of any third-party rights.

 

10. Term and Termination

 

10.1 Term:

 

This Agreement is effective upon your acceptance and continues until terminated by either party in accordance with this section.

 

10.2 Termination for Convenience:

 

Either party may terminate this Agreement for any reason upon thirty (30) days’ written notice.

 

10.3 Termination for Cause:

 

Either party may terminate this Agreement immediately if the other party breaches a material provision of this Agreement and fails to cure the breach within thirty (30) days after receiving written notice.

 

10.4 Effect of Termination:

 

Upon termination of this Agreement, your license to use the Software will cease, and all rights granted herein will terminate. ToucaTech will retain your data for a period specified in our data retention policy before deletion.

 

11. Governing Law and Dispute Resolution

 

11.1 Governing Law:

 

This Agreement shall be governed by and construed in accordance with the laws of Cyprus, without regard to its conflict of law principles.

 

11.2 Dispute Resolution:

 

Any disputes arising under this Agreement shall be resolved through binding arbitration in Cyprus, in accordance with the rules of the Cyprus Arbitration Association. The language of arbitration shall be English.

 

12. General Provisions

 

12.1 Entire Agreement:

 

This Agreement, along with any applicable Order Forms and SLAs, constitutes the entire agreement between you and ToucaTech regarding the Software and supersedes all prior agreements.

 

12.2 Amendments:

 

ToucaTech reserves the right to modify this Agreement at any time. We will notify you of any significant changes by updating the "Last Updated" date and posting the revised Agreement on our website. Continued use of the Software after changes become effective constitutes your acceptance of the new terms.

 

12.3 Assignment:

 

You may not assign or transfer any of your rights or obligations under this Agreement without the prior written consent of ToucaTech. ToucaTech may assign its rights and obligations under this Agreement without your consent.

 

12.4 Severability:

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If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

 

12.5 Force Majeure:

 

ToucaTech shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, and labor disputes.

 

12.6 No Waiver:

 

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that right or provision.

 

Contact Information:

 

For any questions or concerns regarding this Agreement or the Software, please contact us at:

 

Email: [email protected]
Postal Address:
ToucaTech Ltd
Petraki Kyprianou, 20
Royal Bay Oroklini Complex
House 14, 7040, Oroklini, Larnaca, Cyprus

Company Phone Number: +35796097052

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