Legal

PLEASE READ THIS LICENSE CAREFULLY. BY PURCHASING, COPYING, INSTALLING, OR USING ALL OR ANY PORTION OF THIS SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS LICENSE, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS ON LICENSE RESTRICTIONS IN CLAUSE 3, LIMITED WARRANTY IN CLAUSE 6, AND LIMITATION OF LIABILITY IN CLAUSE 8. LICENSEE AGREES THAT THIS LICENSE IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY LICENSEE.

THIS LICENSE IS ENFORCEABLE AGAINST LICENSEE. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS LICENSE, LICENSEE MAY NOT USE THE SOFTWARE.

Parties and Scope

This license agreement ("License") is a legal agreement between you ("Licensee", "you" or "your") and Licenseware Technology Services S.R.L, incorporated and registered in Romania with company number J21/238/2021 whose registered office address is at Independentei 1, Slobozia, Ialomita, 920095 Vat no RO42866470 ("Licensor", "us" or "we") for:

• The apps and any associated software required as set out in the applicable Order Form, the data supplied with the software, and the associated media including any Updates (together the "Apps");
• Printed materials and online electronic documentation, including technical manuals, training materials, specifications or other documentation applicable to the Apps and made available to you by Licensor or a Reseller ("Documentation").

We, or an authorised Reseller, license use of the Apps and Documentation to you on the terms set out herein. In either event, you agree to the terms of this License as a condition of the provision of the Apps.

SYSTEM RECOMMENDATIONS: as set out in the Order Form (the "System(s)").

You acknowledge that we may update the terms and conditions of this License from time to time and that it is your responsibility to check any updates. Any changes made to this License shall be incorporated into the terms and conditions of this License.

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AGREED TERMS

1. Provision of the Services

• Licensor will provide the Apps materially in accordance with this License and the Documentation.

2. Grant and Scope of License

• Subject to Licensee’s continuous compliance with this License and payment of the applicable License Fee, and except as otherwise set out in this License, Licensor grants Licensee a non-exclusive, non-transferable, revokable and limited license to install (where applicable) and use the Apps in the Territory during the License Term (unless earlier terminated in accordance with the terms of this License) for its own internal business purposes.
• Licensor reserves the right at any time to make any improvement, substitution or modification in the design, manufacture or configuration of the Apps provided that any such improvement, substitution or modification shall not result in any material change in the functionality or performance of the Apps.
• The Licensee may subject to prior written consent perform any of its obligations or exercise any of its rights under this License by itself or through any affiliate provided that:
  • Any act or omission of any such person shall be deemed to be the act or omission of the Licensee;
  • Any such performance and/or exercise shall be solely for the business purposes of the Licensee and its affiliates as set out in the Order Form (“Declared Affiliates”);
  • Any claim from an affiliate shall be brought through the Licensee and the exclusions of and caps on liability detailed in this License shall apply in aggregate to all claims brought by the Licensee and its Declared Affiliates.
• Where third party suppliers are required to interface with or otherwise affect (or are affected by) the Apps, Licensor shall at the Licensee’s request and expense co-operate with such suppliers and shall provide such information as such suppliers shall reasonably require (on such notice as is reasonable in the circumstances and subject to such reasonable conditions as to confidentiality, security and non-interference as Licensor may propose).
• The Licensee shall:
  • Provide to Licensor the details of the Licensee authorised contact.
  • In the event of any change in the Licensee contact, the Licensee will provide written details of a replacement as soon as reasonably practicable of a person with equivalent qualifications and experience;
  • Where appropriate, make available to the Licensor’s directors, employees, agents, consultants and sub-contractors such office and reasonable administrative support as may be necessary for the provision of the Licenses and Support (if applicable);
  • Take all necessary steps to ensure that its employees, agent, suppliers, third parties or subcontractors abide by the terms of this License.
  • For the avoidance of any doubt, the Licensee shall fully indemnify the Licensor from the Licensee’s employees, agents, suppliers, third parties and subcontractors who fail to comply with the terms of this License;
  • Ensure its employees, agents, consultants and sub-contractors co-operate fully with Licensor and make available at no expense to Licensor such suitably qualified and experienced personnel to provide information to Licensor for the purposes of providing the Licences and any relevant Support at no cost to the Licensor;
  • Comply with the Documentation;
  • Inform Licensor as soon as possible about any change of the location.

3. Apps Restrictions

Except as expressly set out in this License or as permitted by any local law, you undertake:

• Not to makes copies of the Apps or Documentation except as reasonably necessary for back-up, archival or disaster recovery purposes, and further provided that all such copies shall bear the original and unmodified copyright, patent and other intellectual property markings that appear on or in the Apps;
• Unless otherwise set out in this License, not rent, lease, sell, sublicense, assign or transfer your rights in the Apps, or authorise any portion of the Apps to be copied onto another individual or legal entity’s computer
• Not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Apps nor attempt to do any such thing except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Apps with another software program, and provided that the information obtained by you during such activities:
  • Is used only for the purpose of achieving inter-operability of the Apps with another software program;
  • Is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
  • Is not used to create any software which is substantially similar to the Apps.
• Not to modify, port, adapt, or translate the Apps;
• To include our copyright notice on all entire and partial copies you make of the Documentation on any medium;
• To notify your employees and agents who may have access to the Apps of the restrictions contained in this License and to ensure their compliance with these restrictions;
• To comply with all applicable technology control or export laws and regulations;
• It will not allow or suffer any Designated User login for the relevant Apps to be used by more than one individual Designated User unless it has been reassigned in its entirety to another individual Designated User, in which case the prior Designated User shall no longer have any right to access or use the relevant Apps; and
• Each Designated User shall keep any passwords used confidential.

You may:

• Download, install (where applicable) and use the Apps on the System for your internal business purposes only;
• Receive and use any free Updates of the Apps incorporating “patches” and corrections of errors as may be provided by us from time to time;
• Use any Documents in support of the use permitted under Clause 3.1 (a) and only make copies of the Documents as are reasonably necessary for its lawful use.

4. Intellectual Property Rights

• All Intellectual Property Rights in the Apps and the Documentation throughout the world belong to us, that rights in the Apps are licensed (not sold) to you, and that you have no Intellectual Property Rights in, or to, the Apps or the Documentation other than the right to use the Apps and the Documentation in accordance with the terms of this License.
• You will take no actions which adversely affect Licensor’s intellectual property rights in the Apps.
• You acknowledge that you have no right to have access to the Apps in source code form.
• Trademarks shall be used in accordance with accepted trademark practice, including identification of trademark owners’ names.
• Trademarks may only be used to identify printed output produced by the Apps, and such use of any trademark does not give you any right of ownership in that trademark.
• The Licensor shall defend and indemnify the Licensee against all damages, costs, liabilities, expenses and settlement amounts finally awarded against the Licensee in connection with any claim or action by any third party alleging that the Intellectual Property provided under the Agreement, with no input or direction or instruction from the Licensee, directly infringes any Intellectual Property Rights registered in the country in which the Licensor is providing services ("IPR Claim").
• The maximum aggregated liability for such indemnification outlined in this clause 4 shall be not exceed one million pounds sterling (€1,000,000) and shall count towards the overall cap as set out in Clause 8.3.
• If an IPR Claim is brought or in the reasonable opinion of the Licensor is likely to be made or brought, the Licensor may at its own expense ensure that the Licensee is still able to use the License by either:
  • Modifying any and all of the provisions of the License without reducing the performance and functionality for any or all of the provision of the License, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such modified or substituted services shall be acceptable to the Licensee, such acceptance not to be unreasonably withheld; or
  • Procuring a licence or permission to use the License on terms which are acceptable to the Licensee, such acceptance not to be unreasonably withheld.
• The Licensee shall promptly notify the Licensor if any IPR Claim or demand is made or action brought against the Licensee for infringement or alleged infringement of any third party right which may affect the provision of License.
• Except to the extent that the Licensor should reasonably have known or advised the Licensee the foregoing provisions of Clause 4.6, the Licensor shall have no obligation or liability for any IPR Claim in the event that Licensee uses any of the Licensors Intellectual Property Right outside the scope of the licence granted herein.
• The Licensee shall fully pay and indemnify the Licensor and hold it harmless on demand, from and against all actions, claims, liabilities, demands, proceedings, costs suffered or incurred by Licensor, arising by reason of claims that the Licensee or any of its end users modify, alter, replace combine with any other data, code, documents or other software, which alters the Apps and such alterations infringe the Intellectual Property Rights of a third party. This indemnity applies whether or not legal proceedings are instituted and, if such proceedings are instituted, irrespective of the means, manner or nature of any settlement, compromise or determination. This indemnity shall survive the expiration or termination of this License.
• This Clause 4 sets out the entire liability of the Licensor with respect IPR Claims by the Documentation, Apps or any other materials supplied by the Licensor (or its Resellers), or use thereof, and the Licensor shall have no additional liability with respect to any alleged or proven infringement.
• The Licensor shall have no liability to indemnify or hold the Licensee harmless for any payment made by the Licensee in settlement or compromise of any IPR Claim against the Licensee.
• The Licensor is solely responsible for any content, application or software that the Licensor or its end-users load into or create within any service or offering.
• The Licensee agrees, at its sole cost and expense, to indemnify, defend and hold the Licensor (and its Resellers) harmless from and against any claims, losses or settlement arrangements arising out of or in connection with any such content, application or software, or any loss or corruption thereof or any use of any offering in combination with other offerings or products in violation of these provisions.

5. Confidentiality Obligations

• "Confidential Information" means information designated by the party disclosing such information ("Disclosing Party") as “confidential” or “proprietary” or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of the disclosure.
• Licensee’s Confidential Information includes Licensee data. Licensor’s Confidential Information includes any information related to the structure, organization and code of the Apps (including the License Key) and its performance, functionality, and reliability.
• Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of the party that receives such information from the Disclosing Party ("Receiving Party"); (ii) is in the Receiving Party’s possession prior to receipt from the Disclosing Party; (iii) is acquired by the Receiving Party from a third-party without breach of any confidentiality obligation to Disclosing Party; or (iv) is independently developed by Receiving Party without reference to the Disclosing Party’s Confidential Information.
• Confidential Information is and will remain the exclusive property of the Disclosing Party.
• In addition to any other obligations required of it under Clause 5 herein, the Receiving Party will: (i) use Disclosing Party’s Confidential Information solely for the performance of the activities contemplated by this License; (ii) disclose such information only to its employees, agents, professional advisors and contractors who are bound by obligations of confidentiality at least as strict as those contained in this Clause 5; (iii) protect Disclosing Party’s Confidential Information against unauthorised use or disclosure using the same degree of care it uses for its own Confidential Information, which in no event will be less than reasonable care; and (iv) upon written request, return or destroy all copies of the Disclosing Party’s Confidential Information that are in its possession or control.
• The provisions of this Clause 5 shall survive for the Licence Term and two (2) years thereafter.

6. Warranty

We warrant that:

• The Apps will, when properly used and on a System for which it was designed, perform substantially in accordance with the functions described in the Documents; and
• The Documents correctly describe the operation of the Apps in all material respects.
• You must notify us in writing of any defect or fault in the Apps as a result of which it fails to perform substantially in accordance with the Documents.

Apps:

Licensor, its Declared Affiliates, and its Reseller’s entire liability and your exclusive remedy shall be, at Licensor’s option, either:

• To fix the Software, provided that you make available all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault; or
• A refund of any Licence Fee paid in respect of the period from the date of such defect or fault.
• This warranty does not apply if the Apps: (i) have been altered, except by Licensor or its authorised representative, (ii) have not been installed, operated, repaired, or maintained in accordance with instructions supplied by Licensor, (iii) if the defect or fault in the Apps results from Licensee having used the Apps in breach of the terms of this License or (v) if failure of the Apps have resulted from accident, abuse, misapplication, abnormal use, Trojan horse, virus, or any other malicious external code.
• Licensee acknowledges that the Apps have not been developed to meet Licensee’s individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Apps as described in the Documentation meet your requirements and the Licensee hereby waives any and all liability in relation to this Clause 6.5.
• Licensor does not warrant that the operation of the Apps will be uninterrupted or error free.
• The Licensor shall use commercially reasonable endeavours to ensure that no virus, time bomb, trap door or other equipment or software disabling device is introduced by it into the Apps and will use reasonable endeavours to meet any performance dates for the Apps (if dates are specified in the Order Form), but any such dates shall be estimates only and time shall not be of the essence of the performance of the Apps.
• The foregoing limited warranty and remedies state the sole and exclusive remedies for Licensor, its Declared Affiliates, or Resellers’ breach of warranty.
• Licensor, its Declared Affiliates, or Resellers do not and cannot warrant the performance or results you may obtain by using the Apps.
• Except for the foregoing limited warranties under this License, and for any warranty, condition, representation or term to the extent which the same cannot or may not be excluded or limited by law applicable to you in your jurisdiction, Licensor, its Declared Affiliates or Resellers make no warranties, conditions, representations or terms, express or implied, whether by statute, common law, custom, usage or otherwise as to any other matters.
• To the maximum extent permitted by applicable law, Licensor, its Declared Affiliates, and Resellers’ disclaim all other warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, informational content or accuracy, quiet enjoyment, title and non-infringement, with regard to the Apps, and the provision of or failure to provide support services.

THE LIMITED WARRANTY SET FORTH IN THIS CLAUSE 6 GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE ADDITIONAL RIGHTS UNDER LAW WHICH MAY VARY FROM JURISDICTION TO JURISDICTION. LICENSOR DOES NOT SEEK TO LIMIT LICENSEE’S WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW.

TO THE EXTENT PERMITTED BY LAW, LICENSOR LIMITS ITS LIABILITY UNDER ANY STATUTORY OR IMPLIED CONDITION, WARRANTY OR GUARANTEE THAT CANNOT BE EXCLUDED, TO THE REMEDIES SET OUT IN CLAUSE 6.3.

7. Termination

• Either party and the Reseller may terminate this License upon 90 days written notice to the other party such notice to expire at the end of the First Year or a Renewal Term, or on 30 days written notice for a PAYG Subscription as applicable.
• This License will be terminated immediately:
  • By Licensor by written notice to you if you commit a breach of this License which you fail to remedy (if remediable) within thirty (30) days after the service of written notice requiring you to do so and immediately if the breach becomes irremediable;
  • By Licensor if you are not able to provide proof of payment to Licensor, its Declared Affiliates, or Resellers for the Apps (upon request);
  • By Licensor or its Reseller if you fail to pay any portion of the applicable License Fee and you fail to cure that payment breach within thirty (30) days of written notice;
  • By either party if the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or
  • By either party if the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.
• If the Licensor exercises its rights under Clause 7.2 then without prejudice to any other right or remedy available to the Licensor, the Licensor shall be entitled to cancel or suspend the supply of the Licences without any liability.
• Upon termination for any reason:
  • All rights granted to you under this License shall cease;
  • You must cease all activities authorised by this License;
  • You must immediately delete or remove the Apps and immediately destroy or return to us (at our option) all copies of the Apps then in your possession, custody or control and, in the case of destruction, certify to us that you have done so;
  • Pay for all remaining amounts owing to the Licensor including any applicable interest and in respect of the Licenses supplied but for which no invoices has yet been submitted, the Licensor shall submit an invoice, which shall be payable by the Licensee immediately on receipt; and
  • Comply with any other reasonable request from us.
• Termination under this License shall not affect any of the parties rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the License that existed at or before the date of termination.
• The terms and conditions set forth in Clauses 3, 4, 5, 7.5, 8, 12 and 13 shall survive termination as applicable.

8. Limitation of Liability

• This Clause 8 sets out the entire financial liability of each party (including any liability for the acts or omissions of its employees, agents and subcontractors) in respect of any breach of this Licence and any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Licence.
• We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:
  • Loss of profits, sales, business, or revenue;
  • Wasted expenditure;
  • Business interruption;
  • Loss of anticipated savings;
  • Loss or corruption of data or information;
  • Loss of business opportunity, goodwill or reputation;
  • Any special, indirect or consequential loss, damage, charges or expenses; or
  • Loss or damage suffered by the Licensee as a result of any action brought by a third party (save for any action brought by a third party that are covered by the indemnity in Clause 4.5) even if such loss was reasonably foreseeable or the Licensor had been advised of the possibility of the Licensee incurring the same.
• Other than the losses set out in Clause 8.2 (for which we are not liable), our maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 125% of the Licence Fee paid. This maximum cap does not apply to Clause 8.4.
• Nothing in this Licence shall limit or exclude our liability for:
  • Death or personal injury resulting from our negligence;
  • Fraud or fraudulent misrepresentation;
  • Any other liability that cannot be excluded or limited by English law.

9. Fees and Payments

• Any quote given by the Licensor for the License shall not constitute an offer.
• Licensee shall pay to Licensor, its Declared Affiliates, or its Reseller as applicable, the Licence Fee and other charges and expenses without right of deduction or set-off as set out in the Order Form.
• The Licensee shall be responsible to Licensor for ensuring the accuracy of the terms of any quote or Order Form submitted or accepted by the Licensee and for giving the Licensor any necessary information within a reasonable time to enable the Licensor to supply the License in accordance with the terms of this License.
• Subject to giving written notice to the Licensee, the Licensor reserves the right to make any changes to the Documentation and/or the Apps which are required to conform with any applicable safety, regulatory or other statutory requirement which do not materially affect the quality or performance of the Apps.
• The License Fee shall be payable in the currency shown on the invoice and shall be payable on the date set out in the Order Form unless such date is silent, in which case, 30 days from the invoice date prior to the Apps being provided to you, unless otherwise negotiated with Licensor, its Declared Affiliates, or its Reseller as applicable.
• In the event the Licensee pays by direct debit, the details of such direct debit payments shall be set out in the Order Form.
• The Licensor reserves the right by giving written notice to the Licensee to amend the pricing of the Apps to reflect any increase in price that is due to:
  • Any delay caused by the failure of the Licensee to give the Licensor adequate information or instructions;
  • Any factor beyond the control of the Licensor (including foreign exchange fluctuations, increases in taxes, levies, duties, withholding taxes, and increases in labour, materials and other applicable costs); or
  • Any request by the Licensee to change the delivery/ performance date(s), functionality, quantities or types of Apps ordered or the Order Form.
• Should you purchase this License from a Reseller, this License is contingent upon payment of the applicable License Fee by the Reseller to the Licensor. In the event that the Reseller fails to make payment of such License Fee to Licensor then Licensor may, in its discretion, suspend or terminate the use of the Apps. You agree to hold Licensor harmless for any such suspension or termination of the License. Any and all of your remedies for the suspension or termination of the Apps for failure to make payment of the applicable License Fee by Reseller will be solely against Reseller.
• All payments by the Licensee hereunder shall be in Euros unless otherwise agreed or set out in the Order Form and shall be paid to the Licensor's bank account as advised by the Licensor to the Licensee in writing.
• All amounts stated are gross amounts but exclusive of VAT or other sales tax which shall be paid by the Licensee, if applicable, at the then prevailing rate subject to receipt of a valid VAT invoice or other sales tax invoice.
• Should the Licensee be required by any law or regulation to make any deduction on account of tax including but not limited to withholding tax or otherwise on any sum payable under the License, the Licence Fees payable shall be increased by the amount of such tax to ensure that the Licensor receives a sum equal to the amount to be paid under the applicable Order Form.
• Without prejudice to any other remedy that the Licensor may have, if payment of the License Fees or any part thereof is overdue then unless the Licensee has notified the Licensor in writing that such payment is in dispute within 10 days of the receipt of the corresponding invoice the Supplier may, without prejudice to any other rights or remedies, charge the Licensee interest on the overdue amount at the rate of 4% per annum above the Euro Interbank Offered Rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Licensee shall pay the interest together with the overdue amount.
• The Licensor reserves the right, on giving the Licensee 30 days’ notice, to increase the License Fees:
  • On an annual basis with effect from each Renewal Term or;
  • For a PAYG Subscription with effect from each PAYG Subscription Term or;
  • For a Ramping Agreement, effective from the time intervals set out in the Order Form.
• If the Licensee does not agree with this increase, then they may terminate this License upon 30 days written notice and before such price increase takes effect. If the Licensor does not receive written notice within thirty (30) days, the Licensee is deemed to have agreed to the amendment to the License Fees.
• Notwithstanding 9.11 above, the Licence Fees may increase on an annual basis with effect from each anniversary of the date of the Order in line with the percentage increase in the Retail Prices Index (“RPI”) in the preceding twelve (12) month period.

10. Data Protection

• Both parties will comply with all applicable requirements of the Applicable Data Protection Legislation. This Clause 10 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Applicable Data Protection Legislation.
• The parties acknowledge that for the purposes of the Applicable Data Protection Legislation, the Licensor is the Processor and the Licensee is the Controller.
• Schedule 2 sets out the scope, nature and purpose of processing by the Licensor, the duration of the processing and the types of personal data and categories of data subject.
• Without prejudice to the generality of Clause 10.1, the Licensee will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Licensor and/or lawful collection of the Personal Data by the Licensor on behalf of the Licensee for the duration and purposes of this Licence.
• Without prejudice to the generality of Clause 10.1, the Licensor shall, in relation to any Personal Data processed in connection with the performance by the Licensee of its obligations under this Licence:
  • Process that Personal Data only on the written instructions of the Licensee unless the Licensor is required by the Applicable Data Protection Legislation. Where the Licensor is relying on the Applicable Data Protection Legislation as the basis for processing Personal Data, the Licensor shall promptly notify the Licensee of this before performing the processing required by the Applicable Data Protection Legislation unless such Applicable Data Protection Legislation prohibits the Licensor from so notifying the Licensee;
  • Ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
  • Ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
  • Not transfer any personal data outside of the UK unless the following conditions are fulfilled (and the Licensee hereby consents to transfers on this basis): (i) the Licensee or the Licensor has provided appropriate safeguards in relation to the transfer; (ii) the data subject has enforceable rights and effective legal remedies; and (iii) the Licensor complies with its obligations under the Applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred.
  • Assist the Licensee, at the Licensee’s cost in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Applicable Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  • Notify the Licensee without undue delay on becoming aware of a Personal Data Breach;
  • At the written direction of the Licensee, delete or return Personal Data and copies thereof to the Licensee on termination of the Licence unless required by the Applicable Data Protection Legislation to store the personal data;
  • Maintain complete and accurate records and information to demonstrate its compliance with this Clause 10 and allow for audits by the Licensee or the Licensee's designated auditor. Such audits shall be on reasonable written notice (at least 4 weeks) and in accordance with Licensor’s security requirements and policies. Audits of compliance with data protection obligations are limited to no more than once per year unless the Licensee has genuine reason to believe that the Licensor is in material breach of this Clause 10 or can demonstrate that it requires copies of applicable documentation to comply with the Applicable Data Protection Legislation or the requirements of the applicable regulatory authority. In such case the Licensee shall act reasonably in relation to any audit request, and in a manner which results in the minimum of inconvenience to the Licensor; and
  • Immediately inform the Licensee if, in the opinion of the Licensor, an instruction infringes the Applicable Data Protection Legislation.
• The Licensee hereby provides its prior, general authorisation for the Licensor to:
  • Appoint processors to process the Personal Data provided that the Licensor: (i) shall ensure that the terms on which it appoints such processors comply with the Applicable Data Protection Legislation, and are consistent with the obligations imposed on the Licensor in this Clause 10; (ii) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of Licensor; and (iii) shall inform the Licensee of any intended changes concerning the addition or replacement of the sub processors;
  • Transfer Personal Data outside of the UK as required for the Purpose, provided that the Licensor shall ensure that all such transfers are effected in accordance with the Applicable Data Protection Legislation.
• For these purposes, the Licensee shall promptly comply with any reasonable request of the Licensor, including any request including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or to enter into an international data transfer agreement adopted by the UK Commissioner from time to time (where the UK GDPR applies to the transfer).

11. Support and Maintenance

• Licensor offers Support and maintenance for the Apps. You acknowledge that by agreeing to the terms of this License you are also agreeing to the terms of the Support Contract.

12. Audit

• Licensee must maintain true and up to date records related to this Licence during the License Term and three (3) years thereafter ("Audit Period").
• If an audit, litigation, or other action involving such records is initiated before the end of the Audit Period, Licensee must retain the records until all issues are resolved.
• Licensor may, at its expense, audit Licensee’s compliance with this License upon thirty (30) Days written notice. Any such audit will be conducted during the Licensee’s business hours and will not unreasonably interfere with the Licensee’s business activities.
• Licensee shall ensure to provide all reasonable assistance and information required to enable Licensor to determine whether the Licensee is incompliance with this License.
• In the event that the audit reveals that the Licensee has underpaid amounts due under this License, or is not in compliance with this License, the Licensee shall pay such amounts within thirty (30) days from the date of the notice.
• Licensee shall also reimburse Licensor for all reasonable costs, fees, and expenses associated with such audit which shall be invoiced by the Licensor within a reasonable time after the audit and shall be paid in accordance with Clause 9.

13. General Terms

• We may transfer our rights and obligations under these terms to another organisation.
• You may only transfer your rights or your obligations under this License to another person if we agree in writing.
• This License does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this License.
• Each of the clauses of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining sections will remain in full force and effect.
• You agree that the App will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the Export Laws).
• In addition, if the App is identified as an export controlled item under the Export Laws, you represent and warrant that you are not a citizen of, or located within, an embargoed or otherwise restricted nation (including without limitation Iran, Syria, Sudan, and North Korea) and that you are not otherwise prohibited under the Export Laws from receiving the Software.
• All rights to use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this License.
• This License, and any applicable Support Contract constitutes the entire understanding between Licensor and Licensee relating to its subject-matter and supersede all oral or written proposals, and all communications between the parties relating to its subject-matter.
• Licensor reserves the right to amend any terms of this License at any time. Any amendment will be sent via email and will be effective at 9.00am on the next Business Day after transmission.
• Neither party will be liable for any delay in performance or failure to perform its obligations under this License due to any cause or event outside its reasonable control including, acts of God, epidemics or pandemics, civil or military authority, acts of war, accidents, third-party computer or communications failures, natural disasters or catastrophes, strikes or other work stoppages or any other cause beyond the reasonable control of the affected party.
• Any notice or other communication given under this License shall be in writing and shall have been properly given by either of us to the other if sent via email to the email address notified to the parties’ authorised contact from time to time or by certified or registered mail, return receipt requested, or by overnight courier to the address shown on Licensor’s website for Licensor and the address shown in Licensor’s records for you, or such other address as the parties may designate by notice given in the manner set forth above.
• This License will bind and inure to the benefit of the parties and their respective heirs, personal and legal representatives, affiliates, successors and permitted assigns.
• The failure of either of party at any time to require performance of any provision hereof shall in no manner affect such party’s right at a later time to enforce the same or any other term of this License.
• This License may be amended only by a document in writing signed by both parties.
• In the event of a breach or threatened breach of this License by either party, the other shall have all applicable equitable as well as legal remedies.
• Each party is duly authorised and empowered to agree to this License.
• If, for any reason, any provision of this License is held invalid or otherwise unenforceable, such invalidity or unenforceability shall not affect the remainder of this License, and this License shall continue in full force and effect to the fullest extent allowed by law.
• The parties knowingly and expressly consent to the foregoing terms and conditions.
• This Licence, its subject matter and its formation (and any non-contractual disputes or claims) are governed by the laws of England and Wales.
• We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.

Definitions and Interpretation

In this License, the following expressions shall, except where the context otherwise requires, have the following respective meanings:

Term	Definition
Applicable Data Protection Legislation	To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of Personal Data. To the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the Licensor or Licensee is subject, which relates to the protection of Personal Data.
Business Day	Means a day, other than a Saturday or Sunday, on which banks are generally open for business in London.
Controller, processor, data subject, personal data, personal data breach, processing...	As defined in the Applicable Data Protection Legislation.
Designated User	Any user of the Apps named to the Licensor as a user by the Licensee.
EU GDPR	The General Data Protection Regulation ((EU) 2016/679) as it has effect in EU law.
First Year	Means 12 months from the date set out in the relevant Order Form for the Licence and the from the date of the start of the Support (if purchased) as set out in the Order Form.
Intellectual Property Rights	Means any and all patents, rights to inventions, copyright and related rights, moral rights, trade-marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and Licensor’s ownership rights extend to any images, photographs, animations, videos, audio, music, text and “applets” incorporated into the Apps, all accompanying printed materials and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
License Fee	Means the fee for the Apps as more fully set out in the Order Form.
License Key	Means license keys, codes or files provided by Licensor which allow the Licensee to use the Apps/ Licensed Program subject to the terms and conditions of this Agreement.
License Term	Means the First Year which shall automatically renew after the First Year for a further 12 months and every 12 months thereafter (each a “Renewal Term”) unless otherwise terminated in accordance with this License.
Order Form	Means the order form, statement of work or set up form which sets out the number of licenses, the License Fee, the commencement date of the use of the Apps as well as any other details necessary.
PAYG Subscription	Means a subscription to use the applicable Apps on a pay as you go basis, as set out in the Order Form.
PAYG Subscription Term	For a PAYG Subscription each term shall be one calendar month.
Ramping Agreement	Means an agreement which allows the Licensee to make incremental purchases and to adjust Designated Users over time. If a ramping agreement is applicable it shall be stated as such in the Order Form.
Reseller	Means an authorised reseller of the Licensor.
Support	Means the support and maintenance offered by the Licensor as set out in the Order Form.
Territory	As set out in the Order Form.
Trademarks	Means those registered trademarks of Licensor.
UK GDPR	Has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
Updates	Means all updates, upgrades, bug fixes, error corrections, enhancements and other modifications to the Apps and backup copies thereof.

Schedule 2: Particulars of Data Processing

Category	Details
Types of personal data:	Name, Business Telephone number, Business Email address, Job Title, Business Address
Special categories of personal data:	N/A
Purpose of processing:	To provide the App in accordance with this Licence.
Nature of processing:	Storage processing of Personal Data as is necessary to provide the App in accordance with this Licence.
Duration:	For the duration of the Licence between the Licensor and Licensee.
Additional instructions:	As provided by the Licensee in writing from time to time.

Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the https://licenseware.io/ website (the "Service") operated by Licenseware ("us", "we", or "our").

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Service.

By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of the terms, then you may not access the Service.

License

Unless otherwise stated, Licenseware and/or its licensors own the intellectual property rights for all material on Licenseware. All intellectual property rights are reserved. You may access this via Licenseware, subject to the restrictions set out in these terms and conditions.

You must not:

• Republish material from Licenseware
• Sell, rent, or sub-license material from Licenseware
• Reproduce, duplicate, or copy material from Licenseware
• Redistribute content from Licenseware
• Attempt to reverse engineer any software contained on Licenseware's Website

Links To Other Websites

Our Service may contain links to third-party websites or services that are not owned or controlled by Licenseware.

Licenseware has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that Licenseware shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such websites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

Governing Law

These Terms shall be governed and construed in accordance with the laws of Romania, without regard to its conflict of law provisions. This choice of law applies to all matters arising from or relating to these Terms and the Service, regardless of your location, thereby enabling Licenseware to enforce its jurisdiction worldwide.

Our failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we may have had regarding the Service.

Dispute Resolution

In the event of any dispute, claim, question, or disagreement arising from or relating to these Terms, the parties shall first attempt to resolve the dispute through good faith negotiation. If a resolution is not reached within sixty (60) days of the initial notification, the parties agree to enter into mandatory mediation in Bucharest, Romania, before escalating to litigation. Any dispute not resolved through negotiation or mediation shall be submitted to the exclusive jurisdiction of the competent courts in Bucharest, Romania.

General Provisions

Our failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we may have had regarding the Service.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.

Disclaimer

All the materials on Licenseware’s Website are provided "as is". Licenseware makes no warranties, may it be expressed or implied, and negates all other warranties. Furthermore, Licenseware does not make any representations concerning the accuracy or reliability of the use of the materials on its Website or otherwise relating to such materials or any sites linked to this Website.

Limitations

Licenseware or its suppliers will not be held accountable for any damages that will arise with the use or inability to use the materials on Licenseware’s Website, even if Licenseware or an authorized representative of this Website has been notified, orally or in writing, of the possibility of such damage. Some jurisdictions do not allow limitations on implied warranties or limitations of liability for incidental damages; these limitations may not apply to you.

Contact Us

If you have any questions about these Terms, please contact us at contact@licenseware.io

1. Introduction

Licenseware Technology Services S.R.L. “Licenseware” is a technology company incorporated in Independentei 1, Slobozia, Ialomita, 920095, Romania, with VAT registration number CUI EU: RO42866470 and company registration number J21/238/2021, which focuses on providing software and services to businesses globally.

For more information about our services, please refer to our website: https://licenseware.io/

This Privacy Policy applies to Licenseware (“we,” “our,” or “us”) as related to our services, which collectively include:

• the use of https://licenseware.io/ (“website”)
• social media messages and marketing campaigns, and
• the use of our products and services.

This Privacy Policy sets out the essential details relating to your personal data relationships with Licenseware, as follows:

• A website visitor
• A prospective client
• A job applicant and
• Partners

2. Personal Information We Collect

2.1 Information You Choose to Provide to Us

WHEN

We may ask you to provide personal information when:

• You use the website to download articles, data sheets, or eBooks.
• You request a free trial or demo.
• You refer a friend to us.
• You can connect with us directly by phone or via video conferencing platforms.
• You or Client Account Administrators upload or enter personal information into the website.
• You participate in a marketing/sales promotion.
• You attend trade events and other industry networking events.
• You register or attend a webinar or other event.
• You participate in programs we may offer from time to time.
• You participate in chats.
• You pay for our services.

If you choose to provide us with a third party’s personal information (the person’s name, email, and company) when taking part in our referral program, you represent that you have the third party’s permission to do so.

WHAT

We collect personal information, including first and last name, business email address, phone number, and/or company name.

In addition, we may collect data uploaded by you, your employer, or other users of the website who are required to use Licenseware products and services. We expect all users to comply with their organization’s privacy policy and any applicable regulatory requirements when uploading, accessing, or using personal information on our website.

As a job applicant, we may also collect your resume and cover letter.

2.2 Information We Collect Automatically

WHEN

We collect information about your visits to the website when you land on any of our web pages, using cookies and similar tracking technologies.

For further information about the types of cookies we use, you can set your browser not to accept cookies, and the above website explains how to remove them. However, in a few cases, some of our website features may not function.

What are cookies?

Cookies are text files placed on your computer to collect standard Internet log information and visitor behavior information. When you visit our websites, we may automatically collect information from you through cookies or similar technologies.

For further information, visit allaboutcookies.org.

How do we use cookies?

Licenseware uses cookies in a range of ways to improve your experience on our website, including:

• Keeping you signed in
• Understanding how you use our website

What types of cookies do we use?

There are several different types of cookies; however, our website uses:

Functionality — Licenseware uses these cookies to recognize you on our website and remember your previously selected preferences. These could include your preferred language and the location you are in. A mix of first-party and third-party cookies is used.
Advertising — Licenseware uses these cookies to collect information about your visit to our website, the content you viewed, the links you followed, and information about your browser, device, and IP address. Licenseware sometimes shares some limited aspects of this data with third parties for advertising purposes. We may also share online data collected through cookies with our advertising partners. This means that when you visit another website, you may be shown advertising based on your browsing patterns on our website.

WHAT

The information collected includes:

• access times
• the pages you view
• the links you click on
• the search terms you enter
• actions you take in connection with any of the visited pages
• your device information, such as IP address, location, browser type, and language
• the Uniform Resource Locator (URL) of the website that referred you to our website, and
• the URL you browse away from our pages if you click on an external link

We may also collect information when you open email messages from us or click links within them.

2.3 Information We May Collect From Third Parties

WHEN

We may combine the information we collect from your direct interactions with us with information obtained through other third-party sources. We also obtain and/or purchase lists from third parties about individuals and companies interested in our products.

WHAT

The personal information collected includes your name, email address, business address, job title, company name, and telephone number.

3. How We Use Personal Information

We use your personal information to:

• Deliver the contracted products and services and allow full use of the website
• Deliver support to our website visitors and/or carry out the transactions you have requested.
• To communicate with you directly through emails, calls, chats, and video conferencing.
• Process payments for application subscriptions.
• Send communications to you about:
  • New application features and upgrades.
  • Our services and offerings.
  • Event announcements.
  • Product notices and changes to our terms and policies.
  • Particular programs in which you have chosen to participate.
  • Promotional offers and surveys.
  • Scheduling demos and managing free trials.
• Advertise and market our products and services, including delivering interest-based advertisements on this website and other sites, as well as on content syndication platforms and websites.
• Carry out market research to understand how to improve our services and their delivery.
• Create and manage marketing campaigns.
• Generate sales leads and increase our market share.
• Analyze user website usage to improve the user experience and maximize the use of our services.
• Manage our website to maintain and deliver the contracted functionality and services.
• Enforce our website terms and/or separate contracts (if applicable) with you.
• Prevent fraud and other prohibited or illegal activities.
• Protect the security or integrity of the website, our business, or services.
• Or otherwise, as disclosed to you at the point of collection or as required or permitted by law.

Please note that we may sometimes record the video conference calls you participate in to analyze and improve our staff’s communication skills. If we do so, we will announce it at the beginning of the conference call and in the meeting invite, and we will provide a link to our Privacy Policy in the meeting invite and on the registration page.

We do not sell your information to any third party.

4. How We Share Personal Information

Our Website and Services

If you are an end user of our website, your personal information may be viewed by other users who have access to it.

Service Providers

We use third parties to help us provide our products and services. They will have access to your information as collected by the website, as reasonably necessary to perform the contracted tasks on our behalf. We sign contractual agreements that obligate them to protect our personal information, use it only to deliver the contracted products and services to us, prohibit them from selling it, and not disclose it without our knowledge and permission.

For more information, visit: https://help.licenseware.io/licenseware-security

Legal Disclosures

We may need to disclose personal information when required by law, subpoena, or other legal processes as identified in the applicable legislation.

We attempt to notify our clients about legal demands for their personal data when appropriate in our judgment, unless prohibited by law or court order or when the request is an emergency.

Change in Control

We can also share your personal data as part of a sale, merger, change in control, or in preparation for any of these events.

Any other entity that buys us or is part of our business will have the right to continue to use your data, but only in the manner set out in this Privacy Policy, unless you agree otherwise.

5. How We Secure Personal Information

We are committed to protecting the security of all of the personal information we collect and use.

We use a variety of physical, administrative, and technical safeguards designed to help protect it from unauthorized access, use, and disclosure. We have implemented best-practice standards and controls in compliance with internationally recognized security frameworks. We use encryption technologies to protect data at rest and in transit.

6. Your Rights

We provide the same suite of products and services to all of our clients and end users worldwide.

We offer the following rights to all individuals, regardless of their location or applicable privacy regulations.

For personal information we have about you, you can:

• Access your personal information or request a copy.
  You have the right to obtain information about what personal information we process about you or to obtain a copy of your personal information. If you have provided personal information to us, you may contact us to obtain an outline of what information we have about you or a copy of the information. If you are an end user of the website, you can log in to view your personal information in the account, or contact your employer for more information. You have the right to be notified of the personal information we collect about you, how we use it, disclose it, and protect it. This Privacy Policy describes what personal information we collect and our privacy practices. We may also have additional privacy notices and statements available to you at the point of providing information to us directly.
• Change or correct your personal information.
  You have the right to update/correct your personal information or ask us to do it on your behalf. You can edit your information on the website, or ask us to change or correct it by contacting us at contact@licenseware.io.
• Delete or erase your personal information.
  You have the right to request the deletion of your personal information at any time. We will communicate the result of your request to you within a reasonable timeframe. We may not be able to delete or erase your personal information, but we will inform you of these reasons and any further actions available to you.
• Object to the processing of your personal information.
  You have the right to object to our processing of your personal information for direct marketing purposes. This means that we will stop using your personal information for these purposes.
• Ask us to restrict the processing of your personal information.
  You may have the right to ask us to limit how we use your personal information.
• Export your personal data.
  You have the right to request that we export to you in a machine-readable format all of the personal information we have about you.

We do not process personal information using automated means.

If you would like to exercise any of the rights described above, please contact us at contact@licenseware.io.

You also have the right to lodge a complaint with the local organizations in charge of enforcing the privacy legislation applicable in your territory.

7. How Long We Keep Your Personal Information

We retain information as long as it is necessary to provide products and services to you and our clients, subject to any legal obligations to retain it further.

We may also retain information to comply with the law, prevent fraud, collect fees, resolve disputes, troubleshoot problems, assist with investigations, enforce our Terms of Service, and take other actions permitted by law.

The information we retain will be handled in accordance with this Privacy Policy.

Information connected to you that is no longer necessary and relevant to provide our services may be de-identified or aggregated with other non-personal data. This information may give commercially valuable insights to Licenseware, such as statistics on service use.

8. Other Important Information

We process data in Eemshaven, Netherlands (Europe), Ashburn, Virginia (United States), and Sydney, Australia (APAC), and rely on legally-provided mechanisms to lawfully transfer data across borders, such as contracts that incorporate data protection and sharing obligations.

We will only collect and process your personal data where we have a lawful basis for doing so.

When you visit our website and provide us with your personal information, we collect and use it with your consent.

Where we rely on your consent to process personal data, you have the right to withdraw or decline your consent at any time. If you have any questions about the lawful bases for our collection and use of your personal data, please contact us at contact@licenseware.io.

How to select your communications preferences
You may choose to receive or not receive marketing communications from us. Please click the “Unsubscribe” link in the email we sent you to stop receiving marketing communications.

You may choose which information we collect automatically from your device by controlling cookie settings on your browser or by selecting your preferences through our Cookie Policy.

Even if you opt out of receiving marketing communications, we may still communicate with you regarding security and privacy issues, servicing your account, fulfilling your requests, or administering any promotion or any program in which you may have elected to participate.

9. Contact Information

You may contact us to exercise any of your rights or to ask for more information about your personal information and our privacy practices by emailing contact@licenseware.io.

Appendix

A.1 For Individuals Based in the European Union (EU), European Economic Area (EEA), and Switzerland

If you are based in one of these jurisdictions, Licenseware is the controller of your personal data collected in the following instances:

• When you visit our website https://licenseware.io/
• When we process your personal data for sales and marketing purposes

Licenseware processes all personal data processed on the website on behalf of our clients. We only process the personal data under their direction. Please contact your employer or the organization that granted you access to the website for details on their privacy practices.

We only process personal data if we have a lawful basis for doing so. The lawful bases applicable to our processing as controller are:

• Consent: We will obtain your express, informed consent each time we collect your personal data on this legal basis.
• Contractual basis: We process your personal data as necessary to fulfill our contractual obligations to you or our clients.
• Legitimate interest: We process the names, contact details, job titles, and companies of our existing and prospective clients for our marketing purposes, including market research and sales leads generation.

You have the following rights under the GDPR:

• Be informed about the collection and use of your personal data
• Access your personal data
• Correct errors in your personal data
• Erase your personal data
• Object to the processing of your personal data.
• This right is also available to individuals whose personal data we process for direct marketing purposes. If you object to the processing of your personal data for direct marketing purposes, we shall stop processing within 30 days of receipt of your request.
• Export your personal data
• Restrict our processing of your personal data for specific reasons, including any of the purposes supported by the legitimate interest legal bases (see the section above).

We process personal data in Eemshaven, Netherlands (Europe), Ashburn, Virginia (United States), and Sydney, Australia (APAC) and share it with our service providers in the same jurisdictions. We use standard contractual clauses as the data transfer mechanism for transferring EU data to countries subject to data transfer requirements.

You may contact us at or our EU Data Representative at contact@licenseware.io.

You may also lodge a complaint with your local supervisory authority, an EU Data Protection Authority (DPA), or the Swiss Federal Data Protection and Information Commissioner (FDPIC).

A.2 For Individuals Based in California

This section provides additional specific information for consumers based in California as required by the California Consumer Privacy Act of 2018 (“CCPA”).

A.2.1 Collection and Use of Personal Information

In the last 12 months, we have collected the following categories of personal information:

• Identifiers, such as your name, mailing address, email address, zip code, telephone number, or other similar identifiers
• California Customer Records (Cal. Civ. Code § 1798.80(e)), such as username and password, company name, job title, business email addresses, and department
• Internet/network information, such as your browsing history, log and analytics data, information about the device(s) used to access the services, and information regarding your interaction with our websites or services, and other usage data
• Geolocation data, such as information about your location (at the country and city level), is collected from your IP address
• Sensory Information, the content, audio, and video recordings of conference calls between you and us that we record where permitted by you and/or the law
• Profession/employment information that you send to us when applying for a position is included in your CV and cover letter
• Other personal information, such as personal information you provide to us in relation to a survey, comment, question, request, article download, or inquiry, and any other information you upload to our website

We collect personal information directly from you, from your browser or device when you visit our websites, from third parties that you permit to share your information, or from third parties that share public information about you, as stated above.

See the section above, “How We Use Personal Information,” to understand how we use the personal information collected from California consumers.

A.2.2 Recipients of Personal Information

We share personal information with third parties for business purposes. The categories of third parties to whom we disclose your personal information may include: (i) our service providers and advisors, (ii) marketing and strategic partners, (iii) ad networks and advertising partners; (iv) analytics providers; and (v) social networks.

Please see the “How We Share Information” section of the Privacy Policy above for more information.

A.2.3 California Privacy Rights

As a California resident, you may be able to exercise the following rights in relation to the personal information about you that we have collected (subject to certain limitations at law):

• The right to know any or all of the following information relating to your personal information that we have collected and disclosed in the last 12 months (upon verification of your identity):
  • The specific pieces of personal information we have collected about you
  • The categories of personal information we have collected about you
  • The categories of sources of personal information
  • The categories of personal information that we have disclosed to third parties for a business purpose, and the categories of recipients to whom this information was disclosed
  • The categories of personal information we have sold and the categories of third parties to whom the information was sold, and
  • The business or commercial purposes for which personal information is collected or sold.
• The right to request deletion of personal information we have collected from you, subject to certain exceptions.
• The right to opt out of personal information sales to third parties now or in the future. However, we do not sell your personal information.

You also have the right to be free of discrimination for exercising these rights.

Please note that if exercising these rights limits our ability to process personal information (such as a deletion request), we may no longer be able to provide you with our products and services or engage with you in the same manner.

A.2.4 How to Exercise Your California Consumer Rights

To exercise your right to know and/or your right to deletion, please submit a request by contacting us at contact@licenseware.io.

We will need to verify your identity before processing your request.

To verify your identity, we generally require sufficient information from you so we can match it to the information we maintain in our systems. Sometimes we may need additional personal information from you to identify you. We will notify you.

We may decline a request to exercise the right to know and/or right to deletion, particularly where we cannot verify your identity or locate your information in our systems, or as permitted by law.

You may choose to designate an authorized agent to request the CCPA on your behalf. No information will be disclosed until the authorized agent’s authority has been reviewed and verified. Once an authorized agent has submitted a request, we may require additional information (i.e., written authorization from you) to confirm the authorized agent’s authority.

If you are an employee/former employee of a Licenseware client that uses our website and services, please direct your requests and/or questions directly to your employer/former employer.

If you are a third party (auditor, business associate, etc.) to whom a Licenseware client gave access to the Licenseware website, please direct your requests and/or questions directly to the Licenseware client that gave you access.

Minors Under Age 16

Our website, products, and services are intended for business use, and we do not expect them to be of any interest to minors. We do not intentionally collect any personal information of consumers below the age of 16. We do not sell the personal information of California consumers.

Licenseware Technology Services S.R.L. (hereinafter „the Company”, or “Licenseware”) is a company incorporated and existing under the laws of Romania, registered with the Trade Registry under no. J40/9171/2020, having European unique identifier (EUID) ROONRC. J40/9171/2020, CUI 42866470 and having its headquarters located at 1 Independenței street, Slobozia, Ialomița county.

Modern slavery is a crime and a violation of fundamental human rights. It takes various forms, such as slavery, servitude, forced and compulsory labour, and human trafficking, all of which have in common the deprivation of a person’s liberty by another in order to exploit them for personal or commercial gain.
Licenseware has a zero-tolerance approach to modern slavery, and we are committed to acting ethically and with integrity in all our business dealings and relationships and to implementing and enforcing effective systems and controls to ensure modern slavery is not taking place anywhere in our own business or in any of our supply chains.
We are also committed to ensuring there is transparency in our own business and in our approach to tackling modern slavery throughout our supply chains, consistent with our disclosure obligations under the Modern Slavery Act 2015.
We expect the same high standards from all of our contractors, suppliers, and other business partners, and as part of our contracting processes, in the coming year we will include specific prohibitions against the use of forced, compulsory, or trafficked labor, or anyone held in slavery or servitude, whether adults or children, and we expect that our suppliers will hold their own suppliers to the same high standards.
This policy applies to all persons working for us or on our behalf in any capacity, including employees at all levels, directors, officers, agency workers, seconded workers, volunteers, interns, agents, contractors, external consultants, third-party representatives, and business partners.
This policy does not form part of any employee’s contract of employment and we may amend it at any time.

Responsibility for the policy

Licenseware has overall responsibility for ensuring this policy complies with our legal and ethical obligations, and that all those under our control comply with it.
Licenseware has primary and day-to-day responsibility for implementing this policy, monitoring its use and effectiveness, dealing with any queries about it, and auditing internal control systems and procedures to ensure they are effective in countering modern slavery.
Management at all levels is responsible for ensuring those reporting to them understand and comply with this policy and are given adequate and regular training on it and the issue of modern slavery in supply chains.
You are invited to comment on this policy and suggest ways in which it might be improved. Comments, suggestions, and queries are encouraged and should be addressed to the Managing Director.

Compliance with the policy

You must ensure that you read, understand, and comply with this policy.
The prevention, detection, and reporting of modern slavery in any part of our business or supply chains is the responsibility of all those working for us or under our control.
You are required to avoid any activity that might lead to, or suggest, a breach of this policy.
You must notify your line manager OR a company Director as soon as possible if you believe or suspect that a conflict with this policy has occurred or may occur in the future.
You are encouraged to raise concerns about any issue or suspicion of modern slavery in any parts of our business or supply chains of any supplier tier at the earliest possible stage.
If you believe or suspect a breach of this policy has occurred or that it may occur, you must notify your line manager or company Director OR report it in accordance with our Whistleblowing Policy as soon as possible.
You should note that where appropriate, and with the welfare and safety of local workers as a priority, we will give support and guidance to our suppliers to help them address coercive, abusive, and exploitative work practices in their own business and supply chains.
If you are unsure about whether a particular act, the treatment of workers more generally, or their working conditions within any tier of our supply chains constitutes any of the various forms of modern slavery, raise it with your line manager or company Director.
We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if they turn out to be mistaken. We are committed to ensuring no one suffers any detrimental treatment as a result of reporting in good faith their suspicion that modern slavery of whatever form is or may be taking place in any part of our own business or in any of our supply chains.
Detrimental treatment includes dismissal, disciplinary action, threats or other unfavorable treatment connected with raising a concern.
If you believe that you have suffered any such treatment, you should inform your line manager immediately. If the matter is not remedied, and you are an employee, you should raise it formally using our Grievance Procedure, which can be found in the current employee handbook.
This Modern (Anti) Slavery Policy and Statement is intended for businesses in all countries, especially the United Kingdom; and was brought to you by Rushax.

Communication & awareness of this policy

Training on this policy, and on the risk, our business faces from modern slavery in its supply chains, forms part of the induction process for all individuals who work for us, and updates will be provided using established methods of communication between the business and you.
Our zero-tolerance approach to modern slavery must be communicated to all suppliers, contractors, and business partners at the outset of our business relationship with them and reinforced as appropriate thereafter.

Breaches of this policy

Any employee who breaches this policy will face disciplinary action, which could result in dismissal for misconduct or gross misconduct. We may terminate our relationship with other individuals and organizations working on our behalf if they breach this policy.

Purpose

Licenseware is committed to embedding sustainability and ESG (Environmental, Social, and Governance) principles into its operations. As a fully remote, globally distributed SaaS company, our responsibility extends beyond minimizing environmental impact to also ensuring social equity, good governance, and transparent reporting.

Scope

This policy applies to all employees, contractors, suppliers, and business partners engaged with Licenseware.

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Organisational Sustainability

ESG Strategy & Reporting

• Environmental: We focus on reducing the carbon footprint of our digital operations, choosing cloud providers committed to renewable energy, minimizing business travel, and promoting energy-efficient practices among our remote workforce.
• Social: We foster diversity, equity, and inclusion across our globally distributed team, ensuring fair treatment, accessibility, and support for mental health and wellbeing. We also promote community engagement by supporting open-source initiatives and knowledge sharing.
• Governance: Licenseware upholds transparent, ethical governance with clear accountability structures, compliance with international regulations, and robust data protection and privacy practices.

We commit to publishing periodic updates on our ESG efforts, highlighting achievements, challenges, and areas for improvement.

Systems & Certifications

• In-House Systems:
  • Remote Work Sustainability Guidelines (ergonomics, energy efficiency, digital waste reduction).
  • Supplier Sustainability Screening (evaluating vendors and partners against ESG criteria).
  • Annual ESG Review Process (internal audit of environmental, social, and governance performance).
• Externally Certified Systems (in progress/roadmap):
  • Alignment with ISO 14001 (Environmental Management Systems) principles for environmental responsibility.
  • Progression towards ISO 26000 (Social Responsibility) as a framework for integrating sustainability into business practices.
  • Collaboration with cloud providers and partners who hold independent sustainability certifications (e.g., carbon neutrality, renewable energy sourcing).

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Commitments

1. Sustainable Remote Work

• Encourage energy-efficient home office practices and responsible e-waste disposal.
• Promote digital-first operations to minimize paper and resource usage.

2. Energy Efficiency in Cloud & Infrastructure

• Partner with providers prioritizing renewable energy.
• Continuously optimize infrastructure to minimize unnecessary resource consumption.

3. Travel & Events

• Limit non-essential travel; prioritize virtual collaboration.
• Opt for sustainable transport and eco-certified venues when travel is necessary.

4. Procurement & Partnerships

• Favor environmentally responsible suppliers.
• Require ESG compliance criteria as part of vendor evaluation.

5. Employee Engagement

• Provide resources for sustainable living and working.
• Encourage employee-driven initiatives to support Licenseware’s ESG objectives.

6. Continuous Improvement

• Annual review of ESG and sustainability goals.
• Transparent reporting on progress and challenges.
• Explore carbon footprint measurement and offset initiatives.

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Accountability

Licenseware’s leadership is responsible for ESG strategy and reporting, while every employee shares responsibility for embedding sustainability in daily practices.

This code of conduct document sets the expectations for behavior and conduct of employees and stakeholders in our organization. We expect all employees and stakeholders to read, understand, and adhere to this code of conduct. Violation of this code of conduct may result in disciplinary action, up to and including termination of employment or contract.

General Principles

Our company is committed to maintaining a positive and respectful workplace culture. We expect all employees and stakeholders to abide by the following principles:

Treat everyone with respect, kindness, and professionalism.

• Avoid discriminatory, harassing, or offensive behavior.
• Respect the privacy and confidentiality of others.
• Uphold high ethical standards and integrity.

Communication

Effective communication is essential in a remote work environment. We expect all employees and stakeholders to:

• Use respectful and professional language in all communication.
• Respond to communication in a timely manner.
• Use appropriate channels of communication for different types of communication.
• Be clear and concise in their communication.

Collaboration

Collaboration is key to the success of our organization. We expect all employees and stakeholders to:

• Collaborate in a constructive and respectful manner.
• Respect the opinions and contributions of others.
• Offer constructive feedback and suggestions.
• Be open to feedback and suggestions from others.

Remote Work

Working remotely requires self-discipline and responsibility. We expect all employees and stakeholders to:

• Maintain a professional and productive work environment.
• Adhere to work schedules and deadlines.
• Be responsive to communication and available for virtual meetings.
• Maintain a work-life balance and avoid overworking.

Security

Our company takes security seriously, and we expect all employees and stakeholders to:

• Follow all security policies and procedures.
• Protect company assets, including intellectual property and sensitive information.
• Report any security incidents or concerns to the appropriate personnel.
• Use secure passwords and multi-factor authentication for all accounts.

Compliance

Our company is committed to complying with all relevant laws, regulations, and industry standards. We expect all employees and stakeholders to:

• Adhere to all applicable laws and regulations.
• Follow company policies and procedures.
• Report any compliance concerns to the appropriate personnel.
• Participate in compliance training and education.

Purpose

This policy establishes Licenseware’s position on preventing bribery and corruption in all jurisdictions where the company operates. It ensures compliance with applicable laws, supports ethical business conduct, and protects the integrity of Licenseware’s operations, partners, and clients.

Scope

This policy applies to all employees, contractors, founders, executives, advisers, partners, resellers, and any third parties acting on behalf of Licenseware.

Policy Statement

Licenseware prohibits any form of bribery, facilitation payment, kickback, improper advantage, or corrupt practice. No one representing the company may offer, promise, give, request, or accept anything of value intended to improperly influence a decision or secure an unfair business benefit. All business interactions must be lawful, transparent, and carried out with integrity.

Prohibited Conduct

• Offering or accepting cash or cash equivalents intended to influence business outcomes.
• Providing gifts, hospitality, or entertainment that exceed reasonable, customary, and lawful business standards.
• Granting discounts, services, or favourable terms that are not commercially justified.
• Using intermediaries to channel improper payments or benefits.
• Offering anything of value to public officials to influence official actions.
• Making facilitation payments to speed up routine governmental processes.
• Engaging in schemes intended to disguise the source or purpose of payments.

Gifts and Hospitality

Gifts and hospitality must be reasonable, infrequent, compliant with local laws, and never tied to expected business outcomes. Any questionable or high value offer must be declared to the compliance lead and approved before acceptance or provision.

Third Parties

Distributors, resellers, partners, consultants, and contractors must comply with this policy. Licenseware will conduct risk-based due diligence and may terminate relationships where bribery or corruption risks are identified or not remediated.

Record Keeping

All financial transactions, expenses, and approvals must be recorded accurately and transparently. No off-book accounts or unreported funds are permitted for any purpose.

Reporting Concerns

Any suspected or actual bribery, corruption, or unethical conduct must be reported immediately to the compliance lead or through internal reporting channels. Retaliation against individuals who raise concerns in good faith is strictly prohibited.

Training and Awareness

Relevant personnel will receive periodic training on anti bribery obligations and expectations. Ongoing communication will reinforce compliance standards across the company and its partners.

Consequences of Non Compliance

Violations may result in disciplinary action, contract termination, legal penalties, and regulatory reporting. Licenseware will cooperate fully with lawful investigations into suspected misconduct.

Review

This policy will be reviewed annually and updated as necessary to remain aligned with legal requirements, business operations, and global compliance standards.