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Please read the following End User License Agreement ("License Agreement" or “EULA”) carefully before continuing. This License Agreement is a legally binding agreement between you (an individual or a legal entity, hereinafter referred to as "you" or “Licensee”) and ARKANCE LITHUANIA (formerly known as AGA CAD), together the Parties and each a Party, regarding the use of the software products and related components ("Product(s)").
By (i) clicking on the "Accept" button (or similar button or checkbox), (ii) installing, copying or otherwise using the Product(s) for the first time) (iii) signing up via email or web form, You agree to be bound by this License Agreement. Such acceptance constitutes conclusive evidence of your agreement to these terms on behalf of yourself and, where applicable, your organization. ARKANCE LITHUANIA may retain electronic records of your acceptance as evidence of agreement in accordance with applicable law.
If You do not agree to this License Agreement, or if You do not have the right, power and authority to bind you organization to this License Agreement, (i) click on the “Cancel” button, (ii) refrain from downloading, installing, or using the Product(s) and (iii) refrain from signing up via email or web form.
1. DEFINITION
2. PRODUCT(S)
2.1. Definition of the Product(s)
ARKANCE LITHUANIA’s Product(s), presented under the ARKANCE Be.Smart brand and listed within the Annex, are designed to assist, enable, inspire, and facilitate the work of professionals working in industries related to architecture, design, and construction, and their purpose is to be used by companies and specialists planning and carrying out their commercial/professional responsibilities from the planning, design, and budgeting stages to implementation, fabrication, construction, facility management, and building information data management.
2.2. Type of Product(s)
The Product(s) may be provided and deployed as a Desktop Product(s) or as Cloud-Based Product(s), depending on the license type and or the type of Product(s).
2.3. Type of Product activations
There are three types of ARKANCE LITHUANIA Product(s) activations, each containing different sets of features and granting different rights to you. Depending on your choice, you will have access and the below rights to one of the following options:
Valid for a predefined number of days from the trial request date depending from the Product(s) as specified within the Annex
Supports one version of the Product(s) for selected Revit version
Includes all updates and technical support during the trial period
Valid for 12 months from the purchase date
For Desktop Product(s): Access to three versions of the Product: current, previous, and next Revit release for one workstation
For Cloud Based Product(s): access to latest version
Updates and technical support during active subscription
Valid for the duration of the Subscription period from the purchase date
For Desktop Product(s): Access to three versions of the Product: current, previous, and next Revit release for one workstation
For Cloud Based Product(s): access to latest version
Updates and technical support during active subscription
2.4. Installation of the Product(s)
The systems requirements which may be required for the installation and/or implementation of the Product(s) may be provided by ARKANCE LITHUANIA upon request.
You are fully responsible for complying with and maintaining all these systems requirements.
Unless otherwise agreed between the Parties, You shall download and install the Desktop Product(s) on your IT systems.
You agree that the Product(s) is protected by a lock and cannot be used except in conjunction with a valid Activation Code issued by or on behalf of ARKANCE LITHUANIA by the Authorized Selling Entity. In no event You will deactivate the security codes of the Activation Code.
You shall designate the User(s) who will be authorized to use the Desktop Product(s).
The User(s) may only access the Desktop Product(s) from its workstation.
The Desktop Product(s)s may be used online or offline but connection to the internet is required for software download, activation, Update, or license transfer to another workstation.
You undertake to install any Update and/or Upgrade which may be required by ARKANCE LITHUANIA or, as the case may be, by a Third-Party Vendor(s) in accordance with its terms of use and conditions.
You are not required to install Cloud Based Product(s) on your workstation.
You shall designate the User(s) who will be authorized to access the Cloud Based Product(s).
The User(s) will receive a login or a token, which they can use to access the Cloud Based Product(s) which are hosted on the server managed by ARKANCE LITHUANIA.
The User(s) may access the Cloud Based Product(s) from any workstation after logging in, but only one active connection can be maintained at a time for a specific login.
Cloud Based Product(s) always require a connection to the internet.
It is your sole responsibility to warrant a connection to the internet.
3. LICENSE
3.1. License Grant and Restrictions
Subject to the payment of the fees stipulated in the Authorized Selling Entity’s Terms and Condition, and the respect of the conditions stipulated in the Order Form issue by the Authorized Selling Entity, ARKANCE LITHUANIA grants You (for the benefit of itself and the Users) for the duration of the Subscription Period a non-transferable, non-exclusive and non-assignable license to install and use the Desktop Product(s), within the Territory.
This licence includes the right to use and install one (1) instance of the Desktop Product(s), for its own internal purposes only.
You shall not use, or permit the use of, any Desktop Product(s), by more than the maximum number of Users specified in the applicable Order Form whether or not such Users are actively using the Desktop Product(s), at the same time.
The rights granted to You in accordance with this Article apply to any Update, Upgrade or new Version of the Desktop Product(s).
Subject to the payment of the fees stipulated in the Authorized Selling Entity’s Terms and Condition, and the respect of the conditions stipulated in the Order Form issue by the Authorized Selling Entity, ARKANCE LITHUANIA grants You (for the benefit of itself and the Users) for the duration of the Subscription Period a non-transferable, non-exclusive and non-assignable license to use the Cloud Based Product(s), within the Territory.
This licence includes:
(i) - the right to use the Cloud Based Product(s), for your own internal purposes only;
(ii) - the right to access the Cloud Based Product(s) remotely from any equipment.
You shall not use, or permit the use of, any Cloud Based Product(s), by more than the maximum number of Users specified in the applicable Order Form whether or not such Users are actively using the Cloud Based Product(s), at the same time.
The rights granted to You in accordance with this Article apply to any Update, Upgrade or new Version of the Cloud Based Product(s).
3.2. Third-Party Materials
The Product(s) may contain, or be accompanied by Third-Party Material or interact with Third-Party Material(s) (e.g., software, cloud hosting, analytics, support platforms…) that are subject to and provided in accordance with terms and condition from Third-Party Vendor(s) that are in addition to the terms and conditions set forth in this License Agreement or in the Authorized Selling Entity’s Terms and Conditions. Such Third-Party Vendor(s) terms and conditions may be included or referenced in or with such Third-Party Material(s) and You agree to comply with such terms and condition. In addition, You will take sole responsibility for obtaining and complying with any licenses that may be necessary to use Third-Party Material(s).
You acknowledge and agree that ARKANCE LITHUANIA has no responsibility for, and makes no representations or warranties regarding, (i) such Third-Party Materials or (ii) your use of such Third-Party Materials.
3.3. Additional Terms
A license for the Product(s) may not be used concurrently on different computers, except as noted above. You may not sublicense, rent, lease, loan, post, upload, publish (including publishing on the Internet), transmit, or otherwise distribute the Activation Code, the Product(s) or any part of it. You may not make the Activation Code, the Product(s) or any part of it available in any form whatsoever to a third party, except as expressly provided in this License Agreement. The component parts of the Product(s) may not be separated or used on more than one computer.
4. INTELLECTUAL PROPERTY
4.1. Ownership of the Product(s)
Nothing in this Agreement is intended to or shall be deemed or construed in any manner whatsoever, as transferring any Intellectual Property Rights in relation to the Product(s), which shall remain the full ownership of the ARKANCE LITHUANIA.
All rights not expressly granted by ARKANCE LITHUANIA to You under this Agreement are reserved to ARKANCE LITHUANIA.
Except as expressly permitted by applicable law You shall not (and shall ensure that its Users shall not):
(i) - attempt to copy, adapt, translate, modify, decompile, reverse engineer, disassemble, correct errors, or create derivative works from the Product(s) without the prior written consent of ARKANCE LITHUANIA;
(ii) - sell, assign, sub-licence, lease, transfer, resell, distribute, communicate directly or indirectly the Product(s), to third parties without the prior written consent of ARKANCE LITHUANIA;
(iii) - use the Product(s) for any purposes other than those provided for under the Agreement;
(iv) remove or modify any copyright or similar notices, that the Product(s) causes to be displayed.
4.2. Ownership of creations made by User(s)
If the User(s) creates intellectual property objects when using the Product(s) strictly in line with the Agreement, to the extent permitted by applicable law and as far as it can be separated from the Product(s) and not pre-programmed or otherwise pre-determined by it, the User(s) shall be the owner of such creation and related Intellectual Property Rights to it.
ARKANCE LITHUANIA shall not handle any matters related to the User’s creations or assume any liability for third parties’ copyright infringements the User may make and when using the Product(s), and You hereby agrees to indemnify ARKANCE LITHUANIA for any such responsibilities
4.3. Infringement guarantee
You shall indemnify and defend, at your sole cost and expense, and hold harmless ARKANCE LITHUANIA and its representatives from all actions, claims, damages, costs, expenses (including reasonable legal and experts’ fees and costs) and losses whatsoever that ARKANCE LITHUANIA or any of its representatives incur arising out of or in connection with your unauthorized use, misuse, or infringement of the Intellectual Property Rights owned by ARKANCE LITHUANIA.
ARKANCE LITHUANIA warrants to You the peaceful enjoyment of the Intellectual Property Rights licensed under this License Agreement with respect to the Product(s). ARKANCE LITHUANIA shall not be obliged to such warranty with any claim that arises from or relates to: (i) any combination of the Product(s) with another product or service not supplied by ARKANCE LITHUANIA (ii) use of Products for purposes for which it was not designed; or (iii) if the Products have been modified by any individual or company other than ARKANCE LITHUANIA.
ARKANCE LITHUANIA shall defend the Client, or at its sole option settle, any claim by a third party concerning the ownership of the Products(s), excluding Third Party Software, and to pay any final judgment entered against You on such third party claim or any settlement with a third party, provided however that You:
(i) - notify the ARKANCE LITHUANIA without delay of any claim made by a third party;
(ii) - give ARKANCE LITHUANIA exclusive control of the defence and/or settlement;
(iii) - cooperate loyally and fully at its own expense with ARKANCE LITHUANIA, in particular by providing all useful elements, information and assistance; and
(iv) - do not take any measure likely to limit ARKANCE LITHUANIA’s ability to defend or settle.
If all or part of the Product(s), excluding Third Party Software, is likely to be the subject of an infringement claim by a third party, ARKANCE LITHUANIA, at its own expense and at its sole discretion, may:
(i) - either obtain the right for You to continue to use the Product(s);
(ii) - replace the Product(s) or the infringing part thereof with an equivalent technical element; or
(iii) - modify the Product(s); or the infringing part thereof with an equivalent non-infringing technical element; or
(iv) - terminate the License Agreement and the Authorized Selling Entity shall reimburse the fees paid for the period beyond the date of termination.
The provisions set forth in this Article shall constitute Your exclusive remedy for any third party claim concerning ownership of the Product(s).
5. DATA COLLECTION
By clicking on the “Accept” button, You consent to the collection of anonymized usage data strictly for internal purposes, including performance monitoring, troubleshooting, and improving the functionality of the Product(s).
The following categories of data may be collected during your use of the Product(s):
Autodesk account user ID (UiApp.Application.LoginUserId)
General Geolocation (e.g., USA, AU, etc.)
Platform Name (e.g., Revit)
Platform Version (e.g., 2023)
Application Name (e.g., Wood Framing)
Application Version (e.g., 12.1)
Event Name: Abstract location of the UI element
Additional Info: More specific location of the UI element
The data collected is used exclusively for the following purposes:
To analyze software usage and identify areas for improvement
To resolve technical issues and enhance features
To ensure the security and performance of ARKANCE LITHUANIA’s Product(s)
Additionally, by clicking on the "Accept" button You agree that your personal data submitted during the license activation process will be used for entering into this License Agreement and its execution. ARKANCE LITHUANIA may use the information on conclusion of this License Agreement (your company name) for public marketing: to publish it on company websites and other marketing material. ARKANCE LITHUANIA will not disclose your personal contact information (e-mail address) to any third party unless necessary for the provision of services under this Agreement for example Authorized Selling Entity, technical assistance service suppliers, etc
All data is processed in accordance with ARKANCE LITHUANIA’s Privacy Policy and in compliance with applicable data protection laws, including the General Data Protection Regulation (GDPR). No personally identifiable data will be collected without your explicit consent.
ARKANCE LITHUANIA has appointed a Data Protection Officer ("DPO") whom you may contact for any data-related concerns. DPO contact Information: dpo@monnoyeur.com
More information is available in our Privacy Policy.
6. WARANTY DISCLAIMER & LIMITATION OF LIABILITY
6.1. Warranty
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS LICENSE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PRODUCT(S) IS PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND; THERE ARE NO WARRANTIES WITH RESPECT OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR RELIABILITY, AND NO OTHER WARRANTIES OR WARRANTY REMEDIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. You acknowledge that the Product(s) may contain bugs or inaccuracies, and its operation may not always be smooth. The Product(s) is supplied with no explicit or implicit warranty, and you assume the entire risk of using the Product(s). ARKANCE LITHUANIA does not warrant that the Product(s) will operate uninterrupted or without delay, or that it will be error-free or free from any other defect You are also responsible for its proper use, the safety and confidentiality of the entered data.
6.2. Liability
To the full extent allowed by law ARKANCE LITHUANIA also excludes for itself and its suppliers’ any liability, whether based in contract or tort (including negligence), to you or third parties for incidental, consequential, indirect, punitive or other damages of any kind, including loss of profits, revenue or savings, or loss of time, opportunity, or data, arising out of or in connection with use of the Product(s). ARKANCE LITHUANIA total and aggregated liability to You is limited to a total amount corresponding to the amount of fees received by the ARKANCE Selling Entity during the last twelve (12) months preceding the triggering event of liability, for any damage caused arising out of or in connection with this Agreement.
Without prejudice to the limits provided by the law applicable to the License Agreement, ARKANCE LITHUANIA shall not be held liable for operating limitations or defects in the Product(s) if any of these have been caused by:
(i) - unauthorized conduct by You or Users;
(ii) - a third-party provider or Third-Party Material(s);
(iii) - an event of Force Majeure.
You must acquaint your employees or other persons who may use the Product(s) or copies thereof in your premises (without infringing the restriction to transfer or assign the rights hereunder) with all terms and conditions of this License Agreement as well as ensure strict compliance with this License Agreement. If you do not agree to the terms of this License Agreement, do not install, copy or use the Product(s) and remove the Product(s) from your computer. If you breach any terms of the License Agreement, your rights to the Product(s) under this License automatically terminates and you should remove the Product(s) from your computer.
7. CONFIDENTIALITY
Each Party undertakes to:
(i) - keep confidential all Confidential Information it receives from the other Party, exercising at least the same degree of care as it exercises to protect its own confidential information;
(ii) - not to disclose the Confidential Information of the other Party to any third party in any capacity whatsoever, with the exception of employees or agents of the Parties for the purposes related to the performance of this Agreement.
Notwithstanding the foregoing, neither Party shall have any obligation whatsoever with respect to information which:
(i) - has fallen or may fall into the public domain;
(ii) - is known to the Party receiving it before the other Party discloses it to it; or
(iii) - would legitimately be received from a third party not subject to an obligation of confidentiality; or
(iv) - is required to be disclosed by law or by order of a court (in which case it shall only be disclosed to the extent required and, to the extent possible, after written notice to the providing Party).
The Parties also undertake to ensure that these provisions are respected by their staff, and by any employee or authorized third party who may be involved in any capacity whatsoever in the context of this Agreement. The Party which receives Confidential Information from the other Party shall be liable for any breach of this Article by their staff, and by any employee or authorized third party.
The Parties' obligations with regard to Confidential Information will remain in force for five (5) years from the expiry or termination of this Agreement for any cause whatsoever.
8. SECURITY
8.1. Your ITsystems
You are solely responsible for implementing and maintaining the security measures of your own IT systems.
8.2. Desktop Product(s)
You undertake that the Desktop Product(s) are installed and hosted on IT systems which comply with best industry security standards.
8.3. Cloud Based Product(s)
ARKANCE LITHUANIA undertakes to implement and maintain appropriate technical and organizational security measures in accordance with the good market practice to ensure the security of the Cloud Based Product(s) published by ARKANCE LITHUANIA.
The security measures implemented by ARKANCE LITHUANIA on the platform from which the Cloud Based Product(s) published ARKANCE LITHUANIA may be provided to You upon request.
8.4. Login and passwords
You are responsible for the use of the Product(s) by the User(s) in accordance with the Agreement.
You solely responsible for the conditions of use of the Product(s), and in particular for the security of Users’ logins and passwords enabling Users to access the Product(s).
You undertake:
(i) - to use your best efforts to prevent any unauthorized access to the Product(s) and, should it become aware of any such access or use, You undertake to inform the ARKANCE LITHUANIA without any delay;
(ii) - not to make the Product(s) accessible to a third party for any reason whatsoever, without the ARKANCE LITHUANIA prior consent;
(iii) - not to infringe the rights of third parties in any way whatsoever when using the Product(s);
(iv) - not to create a false identity or otherwise attempt to mislead a third party as to the identity, source or origin of any communication;
(v) - not to interfere with, disrupt or attempt to gain unauthorized access to any computer system, server, network or account which it is not authorized to access or to a level beyond its authorization;
(vi) - not to disseminate or transmit any computer virus or malicious program.
8.5. Back-up copies
You may make a reasonable number of back-up copies of the Desktop Product(s), for your disaster recovery purposes only subject to prior notification to ARKANCE LITHUANIA.
You undertake that:
(i) - the back-up copies of the Desktop Products remain under your direct ownership and control;
(ii) - the back-up copies are hosted on IT systems which comply with best industry security standards.
8.6. Product Data
You are advised to protect the data entered during use of the Product(s). You shall be responsible for any unauthorized use of the Product(s) exploiting the above.
You are advised to make copies of data entered or created when using the Product(s). ARKANCE LITHUANIA is not legally obliged to save and provide the data to You after the license Subscription period lapses and does not assume liability if the data is for any reason lost or altered. ARKANCE LITHUANIA shall not be liable for any loss, alteration, or corruption of data.
8.7. Guarantee
You guarantee ARKANCE LITHUANIA in the event that ARKANCE LITHUANIA’ liability is incurred as a result of the breach of the obligations stipulated in this Article 8.
9. UPDATES
The Product(s) will be automatically subject to Updates/ Upgrade /new Versions within the period of the License Agreement. After the License Agreement lapses, ARKANCE LITHUANIA reserves the right to update or not to update the Product(s) at its sole discretion.
10. SHARING USER INFORMATION
If the Product(s) features allow the User to share information or any data with third parties, the decision to share is the User’s own, and he/she assumes responsibility for the effects such sharing might have.
11. TECHNICAL SUPPORT - ROLE OF THE AUTHORIZED SELLING ENTITY
Technical Support services will be provided by the Authorized Selling Entity within the Subscription Period (during active maintenance or active annual subscription contract period). Technical support includes assistance with download, installation, and activation as well as quick tips and fixes for any software issues.
Support Process:
(i) - You shall first contact the Authorized Selling Entity identified in the Order Form for any Technical Support request.
(ii) - If the Authorized Selling Entity cannot resolve the issue, it will escalate the request to ARKANCE LITHUANIA for further assistance. ARKANCE LITHUANIA’s involvement in support matters shall be limited to technical assistance provided to the Authorized Selling Entity and shall not create any contractual obligation or liability towards You.
Disclaimer: For the avoidance of doubt, ARKANCE LITHUANIA does not provide direct support services to You and shall not be held liable for any commitments made by the Authorized Selling Entity regarding support levels or resolution times. ARKANCE LITHUANIA does not provide any Service Level Agreement (SLA) or guarantee of resolution time to You. Any commitments regarding response or resolution times may only be agreed upon separately and in writing with the Authorized Selling Entity.
The contact details of the Authorized Selling Entity will be provided in the Order Form.
12. AUDIT
ARKANCE LITHUANIA, at its own expense, audit or have audited your compliance you’re your obligations under this Agreement, in particular with regard to the conditions of use of the Product(s), throughout the term of the Agreement.
ARKANCE LITHUANIA, must notify You in writing of its intention to have an audit carried out and inform it of the mission, duration and names of the auditors, subject to a minimum notice period of five (5) business days.
The costs of the audit will be borne by ARKANCE LITHUANIA, unless the results of the audit highlight your non-compliance. In this case, the cost of the audit shall be borne by You.
13. EXPORT CONTROL
You acknowledge that the Product(s) may be subject to Export Controls Laws.
You shall provide ARKANCE LITHUANIA with all information reasonably requested by ARKANCE LITHUANIA to determine whether the supply of any Product(s) requires an export license under Export Controls Laws. If ARKANCE LITHUANIA determines that an export license is required, You will cooperate with ARKANCE LITHUANIA in connection with the license application and will abide by any restrictions contained in the license. You shall not disclose, export or re-export, directly or indirectly, any product, documentation or technical data (or direct products thereof) provided by ARKANCE LITHUANIA under this Agreement to any country, company, individual, or other party which is ineligible to receive such items under applicable Export Control Laws.
In any event, You shall be solely responsible for (i) complying with the Export Controls Laws and (ii) monitoring any modifications to them.
14. FORCE MAJEURE
Neither Party may be held liable for any delay or non-performance of any of its obligations under the Agreement caused by a Force Majeure event.
The performance of the Agreement will be suspended for as long as one of the Parties is unable to fulfil its obligations due to an event of Force Majeure.
The Party invoking an event of Force Majeure undertakes to notify the other Party as soon as possible and to indicate, as far as possible, the foreseeable duration. Upon notification, the Parties will enter discussions to adopt the most appropriate measures.
Unless otherwise agreed by the Parties, in the event of a case of Force Majeure lasting more than three (3) months, either Party may immediately terminate ipso jure the Agreement.
15. ETHICS & ANTI-BRIBERY
15.1. Ethics
ARKANCE LITHUANIA complies with the Code of Ethics and Conduct of its Group https://monnoyeur.com/wp-content/uploads/monnoyeur-code-of-ethics-and-conduct.pdf
The Monnoyeur Group, to which ARKANCE LITHUANIA belongs, has adopted a “Code of Ethics and Good Conduct”, which is available on the following URL address https://monnoyeur.com/wp-content/uploads/monnoyeur-code-of-ethics-and-conduct.pdf and has been put in place a “responsible purchasing” policy incorporating in particular the commitments of the United Nations Global Compact to which the Monnoyeur Group is a signatory.
You undertake to conduct its business, as well as its corporate strategy, under conditions compatible with the principles set out in the Code of Ethics and Good Conduct. ARKANCE LITHUANIA also commits the You to respect and promote the ten principles of the United Nations Global Compact in terms of human rights, working conditions, environmental protection and the fight against corruption.
As such, You represent and warrant that it respects and enforces, in particular in connection with the performance hereof, national and international treaties, agreements, laws and regulations and the fundamental principles applicable to business ethics (including corruption, conflict of interest, trading in influence, unlawful acquisition of an interest, favoritism, unlawful payments, money laundering and combating terrorism, financial transparency and honesty of information, competition law, public procurement rules, export controls, product regulations and environmental law).
In order to ensure compliance with these principles by You, You agree to participate in an assessment of your practices. In the event that the assessment does not reach the required level, You must put in place a corrective action plan which will be the subject of an assessment.
ARKANCE LITHUANIA reserves the right to terminate immediately the License Agreement without need of judicial recourse with You who has knowingly and repeatedly breached the Code of Ethics and Good Conduct and/or refused to apply the corrective action plans.
15.2. Anti-Bribery
The Parties declare and warrant that they will comply with and apply, and ensure that their personnel apply, in particular in the performance of this Agreement with all applicable Anti-Bribery Laws.
Each Party undertakes in particular:
(i) - not offer, give or agree to give to any employee, representative or third party acting on behalf of the other Party, or accept or agree to give to any employee, representative or third party acting on behalf of the other Party, any gift or undue advantage, whether monetary or otherwise, in connection with the negotiation, conclusion or performance of this Agreement;
(ii) - implement and maintain adequate anti-corruption rules or policies and controls to prevent and detect acts of corruption within its organization, whether carried out by its officers, employees, agents, subcontractors, or any other third party acting on its behalf.
Each of the Parties shall have the right to carry out or have carried out controls (which may take the form of documentary requests or on-site audits) of the other Party, in order to verify that the stipulations of this Article are being complied with.
If, at any time during the term of the License Agreement, one of the Parties becomes aware or has reasonable grounds to suspect that the other Party is not complying with any applicable Anti-Bribery Laws, it shall immediately notify the other Party in writing. The Parties will meet to determine the measures to be taken in compliance with the regulations, in order to consider the outcome of this Agreement.
You acknowledge having read the Code of Ethics and Conduct adopted by Monnoyeur Group and commits to comply with it. You will defend, indemnify and hold ARKANCE LITHUANIA harmless against any liability arising out of its failure to comply with this Article. Your failure to comply with this Article shall constitute a material breach of this Agreement and entitles ARKANCE LITHUANIA to immediately terminate the Agreement without need of judicial recourse
16. AMENDMENTS
This License Agreement may be amended or changed by ARKANCE LITHUANIA. If any modification is made, ARKANCE LITHUANIA shall notify You of the changes by announcing it in the release notes as made available on the appropriate Product(s) website or directly within the Product(s). Should You disagree with this modification that materially change the condition of use of the Product(s), You shall be entitled to premature termination. By accepting or continuing to use the Product(s) after seven (7) days from receiving notice of the changes, it will be assumed that the You agree with the amendments.
17. TERMINATION
This License Agreement commences on the day of your agreeing to its terms and making respective payments to the Authorized Selling Entity, and, depending on the activation type, will either terminate on the lapse of the Subscription period, or, provided that you pay all fees when due and otherwise remain in full compliance, will continue indefinitely unless it is terminated by ARKANCE LITHUANIA. ARKANCE LITHUANIA may terminate this Agreement immediately if you breach this License Agreement, or if ARKANCE LITHUANIA has reason to believe that you use the Product(s) in breach of law, and in such case all rights and licenses granted hereunder, including your right to possess and use the Product(s) for any purpose, will end immediately upon termination.
Upon termination of this License Agreement for any reason:
You shall immediately cease all use of the Product(s).
You shall uninstall and permanently delete all copies of the Product(s), including any backup copies, from your systems.
You shall destroy or return any Activation Codes, License Certificates, or other materials provided under this License Agreement.
ARKANCE LITHUANIA shall not be obligated to refund any fees paid, except where required by applicable law or if termination is due to ARKANCE LITHUANIA’s breach.
Any data stored or processed via the Product(s) may be deleted by ARKANCE LITHUANIA after termination. You are solely responsible for exporting or backing up your data prior to termination.
18. SUSPENSION
If the You fail to pay any invoice issued by the Authorized Selling Entity within fifteen (15) days of its due date, the rights granted under this License Agreement shall be automatically suspended without prior notice or formal demand.
Upon expiration of any provisional Activation Code provided to You, the Product(s) will be disabled and cannot be reactivated until all outstanding amounts have been fully settled and a new Activation Code has been issued by the Authorized Selling Entity.
Such suspension does not terminate this License Agreement, and the You remain fully liable for all outstanding amounts and any other obligations under this License Agreement.
19. ASSIGNMENT
You may not assign, transfer, or delegate any of its rights or obligations under this License Agreement without the prior written consent of ARKANCE LITHUANIA. ARKANCE LITHUANIA may assign or transfer this License Agreement, in whole or in part, to any of its affiliates or in connection with a merger, acquisition, or sale of assets, without requiring the you consent.
20. SUBCONTRACTING
You expressly agree that ARKANCE LITHUANIA may use subcontractors as part of the supply of Products under the License Agreement.
21. CONTRACTUAL DOCUMENTS
21.1. Autonomy of the License Agreement
This License Agreement governs the legal terms and conditions for the use of the Product(s) and is self-contained. It does not rely on any other document for its validity or enforceability, except as expressly provided below for commercial and technical parameters.
Commercial conditions such as pricing, invoicing, and payment terms are governed by the applicable Terms and Conditions of the Authorized Selling Entity. These terms do not modify or override the rights and obligations set forth in this License Agreement.
The Order Form issued by the Authorized Selling Entity (or its authorized partner) specifies the technical license metrics applicable to the license granted under this License Agreement, including but not limited to:
License metric (e.g., named user, concurrent user, or seat count);
Subscription term;
Territory of use.
Unless expressly stated otherwise in writing, the Order Form shall not alter the legal terms of this License Agreement.
21.2 Order of Precedence
In the event of any inconsistencies between such contractual documents, they will be in the order of precedence as stated below:
This License Agreement
The Order Form shall apply only to technical license metrics;
The General Terms and Conditions of the Authorized Selling Entity that shall apply only to commercial terms.
Where You are also bound by a General Terms and Conditions with an Authorized Selling Entity, this License Agreement shall be interpreted in a manner that does not conflict with the General Terms and Conditions of the Authorized Selling Entity. In case of contradiction, the provisions of this License Agreement shall prevail for matters related to software usage, licensing, and intellectual property
21.3. Fallback – License Certificate
If no Order Form is available or if any license Parameter (Fees, License Metric, Seat Count, Subscription Term, or Territory) is missing, the applicable parameter(s) shall be determined by the ARKANCE LITHUANIA’s License Certificate or by the in-product activation record. Where the Territory is not specified in the Order Form or License Certificate, the license shall be deemed limited to the country of your registered office, unless otherwise agreed in writing. Any broader use shall be subject to prior written approval by ARKANCE LITHUANIA and remain subject to applicable export control and sanctions laws
22. ENTIRE AGREEMENT
The provisions of this License Agreement constitute the entire agreement between You and ARKANCE LITHUANIA in relation to the use of the Product(s) and, except as otherwise expressly provided, supersede any and all prior agreements, representations, statements, negotiations and undertakings between the Parties relating to the use of such Product(s).
23. LANGUAGE
The Parties acknowledge having required that the License Agreement and all documentation and notices, pursuant hereto or relating directly or indirectly hereto, shall be drawn up in English.
24. SURVIVAL
All provisions which are intended by their nature to survive performance of the License Agreement shall survive the expiry or termination of this License Agreement. This applies in particular to Intellectual Property Rights, Confidentiality, Limitation of Liability, Governing Law and Jurisdiction.
25. CONCILIATION
In the event of a dispute, the Parties undertake to attempt to reach a settlement before taking any legal action.
To this end, the requesting Party must notify the other Party of the details of the dispute by registered letter with acknowledgement of receipt, setting out the grounds for the dispute.
On receipt of this letter, a conciliation phase will begin, lasting thirty (30) calendar days, during which the Parties will endeavor to resolve the dispute amicably.
At the end of this period, if the Parties have not managed to reach an amicable settlement, either Party may refer the matter to the competent jurisdiction
26. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of Republic of Lithuania.
In the event of a dispute, it is expressly agreed that the courts of the Republic of Lithuania shall have jurisdiction.
Contact
If you have any questions about ARKANCE LITHUANIA‘s Policies, please:
visit our website https://arkance.world/
e-mail us at info@besmart.software
call us at (+370) 5 2398111.