Licence terms of BrandCloud s.r.o.
for the use of BrandCloud.pro
1. Basic provisions and certain definitions
1.1. These terms govern the use of the BrandCloud Internet application (hereinafter the "License Terms"). These License Terms govern mutual rights and duties deriving from the use of the BrandCloud Internet application between BrandCloud s.r.o., a company with Id. No.: 04745639, registered seat at Prague 2, Rašínovo nábřeží 70/14, ZIP 120 00, registered in the commercial register maintained by the Municipal Court in Prague, Section C, file253034, (hereinafter the "Licensor") and the Licensee (as defined in paragraph 1.2 of these License Terms) related to or resulting from a license agreement concluded between the Licensor and the Licensee (hereinafter the "Agreement").
1.2. For the purpose of these License Terms:
1.2.1. "Cloud" means servers secured by the Licensee, on which the Product is operated.
1.2.2. "Configuration" means specific set-up of the Product for the Licensee's needs.
1.2.3. "License" means the authorization to use the Product in a specific Configuration granted in the form of a license by the Licensor to the Licensee.
1.2.4. "Licensee" is a natural person or legal entity with an assigned identification number (the so-called Id. No.) that intends to use and/or uses the Product based upon the Agreement.
1.2.5. "Regulation" is the Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
1.2.6. "Order" is a communication of the Licensee's interest to conclude the Agreement or to Broaden the License that can be done in writing, in person, by telephone or electronically. An Order must describe the specific Configuration of the Product requested, as well as the Licensee's identifying information (mandatory information includes name, Id. No., and e-mail address). Prior to sending an Order, its completeness and correctness must be verified. By sending an Order, the Licensee confirms the acceptation of the sum of the fee for the License and the price of the services provided with the Product jointly designated as "Customer Support" as per the current pricelist available on the Licensor's website, as well as being familiar with the text of these License Terms valid at the time of sending the Order, and the fact that these License Terms, which are integrated in the Agreement by reference, govern the contractual relations between the Contractual Parties.
1.2.7. "Fee" is a yearly payment for the granting of the License, which includes also the remuneration for providing of Customer Support.
1.2.8. "Product" is the BrandCloud Internet application, in respect of which the Licensor exercises economic author's rights; the Product may also be distributed by authorized distributors; the product consists especially of a computer program in machine code, knowledge database, documents and know-how; the Product is copyright-protected and the know-how therein contained is a part of the Licensor's trade secret; the Licensee uses the Product in the Configuration.
1.2.9. "Login Information" means a unique combination of the Licensee's login and password chosen by the Licensee saved in the Product's database by the Licensee while opening a User Account for the Product.
1.2.10. "Contractual Parties" means the Licensor and the Licensee jointly.
1.2.11. "Contractual Relationship" is a relationship between the Contractual Parties defined in these License Terms.
1.2.12. "User Account" means a non-public part of the Product made accessible to the Licensee after entering the Login Information.
1.2.13. "Website" means the Licensor's website on www.brandcloud.pro that must be checked on a regular basis, as it contains information important for the use of the Product.
1.2.14. "Customer Support" means services provided by the Licensor to the Licensee with the Product, including specifically e-mail consultations according to the specific Configuration, on business days from 8.00 AM to 5.00 PM; Customer Support contacts are published on the Website.
1.3. Whoever disapproves of these licencing terms shall be prohibited from using the product.
1.4. The Licensee consents to these License Terms by the first payment of the Fee. If the Licensee disapproves of these License Terms, the Licensee is advised not to send the payment and ignore the invoice for the first Fee. By payment of the first Fee, these License Terms shall be deemed accepted by the Licensee and the Agreement, including these License Terms, is deemed concluded at the moment of the applicable sum being credited to the Licensor's account. From that moment, the Licensee shall acquire the applicable user rights for the Product. The Licensee shall receive Login Information for the Product by e-mail without undue delay after acquiring the user rights, in any case not later than within 2 business days.
1.5. The License for the Product shall mean the right of the Licensee to use the Product in a usual fashion for the Licensee's own needs in line with the purpose of the Product, while adhering to the agreed terms and terms deriving from applicable laws, over the agreed period. The Licensor shall not be liable for any defects or damage resulting from improper operation of the Product in violation of its accompanying documents.
1.6. The License granted by the Licensor to the Licensee is non-exclusive; the Licensee shall not be obliged to use the License. The License is always granted on a territorially unlimited basis and for the duration of economic author's rights in respect of the Product. Information regarding quantity and Configuration shall always be specified in the Order and the related document, whereby the Fee is billed.
1.7. The Licensee shall be entitled to use the Product only within the scope agreed in these License Terms. The Licensee shall be entitled to make copies of the Product only for the purpose of archiving or making security backups, provided that such copies must be safeguarded against loss and theft. The Licensee shall not be entitled to modify, decompile or reverse-engineer the Product in any manner or to take any similar or other steps for the purpose of acquiring the machine code of the Product, except for any activities mandatorily permitted by the Copyright Act within the statutory scope. The Licensee shall not be entitled to adjust, supplement or change the computer program constituting a part of the Product as per Section 66 subsection 1 clause b) of the Copyright Act; in case of documents, knowledge database and other components of the Product, the same shall apply to any adjustments, supplementations or changes, even for the purpose of correcting any defects.
1.8. On death of the License - if the Licensee is a natural person - or cessation of existence of the Licensee - if the Licensee is a legal entity - the applicable rights and duties of the Licensee shall pass to their legal successor.
1.9. The License shall include also other copyrighted works provided by the Licensor to the Licensee throughout the duration of the Agreement in relation to the use of the Product. If, based upon an Order from the Licensee done at any point throughout the duration of the Contractual Relationship governed by these License Terms, the Licensor provides the Licensee with additional Login Information for the Product (hereby "Configuration Expansion") or if the Licensor, based upon an order from the Licensee, creates any software solutions for the Product for the Licensee (hereinafter "Adjustments"), this shall constitute a broadening of the License within the scope apparent from the applicable invoice billing the price for such broadening (hereinafter "License Broadening") provided that the rules stipulated in these License Terms shall apply also to the relations between the Licensor and the Licensee deriving therefrom. Any License Broadening shall be effective from the moment of the Licensee's payment of the applicable sum apparent from the invoice specifying the scope of the License Broadening, as issued based upon the Licensee's Order, specifying, by what user access rights or Adjustment the License is being broadened. The request for License Broadening shall be sent by e-mail to firstname.lastname@example.org, provided that delivering of such request to the Licensor shall only have legal effects if the Licensor confirms to the Licensee reception of such request.
1.10. Limiting the License throughout the duration of the Agreement (hereinafter "License Narrowing") shall only be possible based upon an agreement between the Licensor and the Licensee. The Licensee shall be entitled to ask the Licensor for License Narrowing, stating the required scope of the License Narrowing in the request. If the Licensee is interested in a License Narrowing, no special written amendment of the Agreement shall be concluded and the License Narrowing shall occur within the scope specified in the License Narrowing request after its approval by the Licensor. The Licensee explicitly declares that the Licensee is aware that a License Narrowing shall constitute a change of the Agreement and that no Fee already paid or any part thereof shall be refunded or any financial or other compensation shall be provided. A License Narrowing request shall be sent by e-mail to email@example.com, provided that a request shall only deemed delivered if the Licensor confirms the reception of the request to the Licensee.
1.11. The Licensor shall be entitled to collect and use technical information concerning the Product with the Licensee. Such information may be used by the Licensor exclusively to improve the Product or to provide services ordered by the Licensee and shall not publish them in any manner, which might disclose the identity of the Licensee to third parties.
1.12. The Licensee acknowledges that the Product may include technical DRM (Digital Rights Management) elements preventing its unauthorized use or use incompatible with the Agreement.
1.13. Any data input by the Licensee into the Product shall always remain the property of the Licensee and the Licensee shall be entitled to ask for their backup. If the Licensee asks the Licensor for a data backup to be made, the Licensor shall be entitled to claim compensation for such service.
1.14. The Licensee shall keep confidential the Login Information for the Product and safeguard it from misuse by third parties. In case of breach of this duty, the Licensee shall be liable for any damage caused to the Licensor or third parties by misuse of the Licensee's login information. The Licensee shall also be liable for the quality of the Licensee's login passwords and undertakes to only use unique passwords for the Product.
1.15. The Licensor warrants that the Product shall be available for at least 99.5 % of every day from 6:00 AM to 12:00 midnight. Unavailability shall mean an interruption of service for more than 2 minutes. Exceptions from the duty to secure availability of the Product shall include circumstances beyond the scope of control of the Licensor that cannot be prevented (such as force majeure events, floods, disasters, public telecommunication network service interruptions, server disconnected by a third party etc.), or measures necessary to secure the operation of the Licensor's services (e.g. hardware maintenance, software updates etc.), provided that the Licensor shall especially carry out such activities between 12:00 midnight and 6:00 AM.
2. Prices, payment terms, late payment interest, inflation
2.1. The Fee shall be billed always once a year for the upcoming year in advance
2.2. In relation to these License Terms, the Licensor shall charge to the Licensee VAT as prescribed by applicable laws. Unless explicitly agreed otherwise, all sums invoiced by the Licensor to the Licensee in relation to the Contractual Relationship shall be due within 14 days.
2.3. Customer Support is provided as a part of the licensed rights, meaning that the remuneration for Customer Support is included in the Fee. This also means that it is not possible to use the Product without using Customer Support at the same time.
2.4. If the Fee is not paid, the Licensee shall not be authorized to use the Product.
2.5. If the Agreement is terminated, the Licensee shall lose the right to use the Product for any purpose whatsoever.
2.6. Unless agreed otherwise with the Licensee, the Licensor's pricelist shall be applicable to all performances rendered by the Licensor, always as updated as at the day of rendition of the applicable performance by the Licensor to the Licensee (hereinafter the "Pricelist"). If the Pricelist is issued, it is available on the Licensor's website. The Licensor shall be entitled to modify the Pricelist throughout the duration of the Contractual Relationship.
2.7. Unless agreed otherwise with the Licensee, the Licensor shall be entitled to bill the Licensee for every trip from its registered office or from its premises to the registered office or premises of the Licensee, according to the Pricelist, in addition to the price of services and other performances rendered to the Licensee.
2.8. No payment from the Licensee to the Licensor done by bank transfer shall be deemed paid until the applicable sum is credited to the applicable bank account of the Licensor.
2.9. The Licensor shall be entitled to increase the Fee unilaterally. In such case, the Licensor shall notify the Licensee of such change, explicitly specifying the date, as of which the change is to be effective (hereinafter the "Change Date"), at least 2 months prior to the Change Date. If the Licensee disapproves of the change, the Licensee shall be entitled to terminate the Agreement by notice. Unless a written termination notice is delivered to the Licensor by the Change Date, the Licensee shall be deemed to accept the change and the change shall be effective and binding as of the Change Date. If the Licensee rejects the change and terminates the Agreement on those grounds, the existing sum of the Fee shall apply throughout the notice period. The Licensor shall be entitled to notify the Licensee of the change of the sum of the Fee by electronic communication (e-mail, message sent through data box), by publishing the change on its Website or by written letter.
2.10. After the expiration of the first whole year from the start of the contractual relationship with the Licensee, the Licensor shall be at any time entitled to unilaterally increase its prices by the inflation index for the preceding year by the inflation rate expressed by the growth of the average consumer price index for the previous calendar year as published by the Czech Statistical Office. The base for such calculation shall always be the specific price from the preceding calendar year. If the Licensor decides to increase prices according to this paragraph, the Licensor shall notify the Licensee thereof. Such price increase notice may be published on the Website or sent together with the invoice specifying the price thus increased or may be included in the invoice issued at the increased price itself . Such increase shall be effective as of the day specified in the notice.
2.11. The Licensor shall be entitled to send the Licensee invoices in electronic form.
2.12. If the Licensee defaults on the payment of any sum owed to the Licensor, the Licensee shall be obliged to pay the Licensor late payment interest in the amount of 0,05 % of the sum due for each day of delay. Unless agreed otherwise, the Licensor shall be - at the same time - entitled to interrupt the supply of services agreed starting from the first day of default on the Licensee's part on the payment of the applicable sum (including denial of access to the Product) until all sums due are paid by the Licensee. The Licensor shall notify the Licensee without undue delay about interruption of services (provided that such notice may also be sent by electronic mail).
3. Liability for defects
3.1. Liability for defects shall be resolved according to applicable laws. The Licensee acknowledges and confirms that the Licensor shall especially not be liable for any loss of data of the Licensee or other damage directly or indirectly caused by inappropriate choice of the Product, inappropriate use of outputs acquired using the Product, breach of the Licensee's duties deriving from the Agreement, malfunction or failure of the Licensee's technical equipment.
3.2. The Licensee explicitly agrees that in case of damage resulting from defects of the Product during its operation, the Licensor shall be liable only in case of such damage resulting from the Licensor's fault; in such case, the Licensor shall settle the damage by fully or partially restoring previous state (by repairing the Product), if possible and economical. If liability claim has been raised by the Licensee, the Licensee shall not be entitled to claim damages within the same scope. The Licensor's liability for any damage resulting from a breach of the Licensor's duty deriving from the Contractual Relationship and/or defects of the Product during its operation shall be determined according to the nature of performance rendered by the Licensor and all information available to the Parties at the time of conclusion of the Contractual Relationship up to the amount of ten times the Fee exclusive of VAT.
4.1. If the Licensee orders an Adjustment from the Licensor and if such Adjustment is subject to the Copyright Act, following rules shall apply: (a) economic author's rights in respect of the Adjustment shall be exercised by the Licensor on the Licensor's account, the Licensee shall be authorized to use the Adjustment based upon these License Terms; (b) the Licensor shall be entitled to transfer the right to exercise economic rights in respect to the Adjustment to a third party; (c) the Licensor shall be entitled to grant third parties licenses in respect of all manners of use of the Adjustment; (d) by cessation of existence of the Licensor, economic author's rights in respect of the Adjustment shall pass to the Licensor's legal successor; (e) the Licensor shall be entitled to use the Adjustment in an unlimited extent in all known manners of use, especially to publish it, adjust it, process it and translate it, merge it with another work, include it in a collection of works and present it to the public in the original or adjusted form as mentioned above under its own name; (f) if the Licensor fails to complete an Adjustment due to any reasons, the Licensee shall not be entitled to complete it without a previous written consent from the Licensor; (g) the Licensor shall be entitled to complete an incomplete Adjustment even if the relationship between the Licensor and the Licensee ends before the Licensor completes it, and - even in that case - the Licensor shall be entitled to exercise economic rights in respect of the Adjustment as per the Copyright Act. If the Licensee orders from the Licensor an Adjustment not protected under the Copyright Act, the Licensor shall be entitled to provide such Adjustment to be used by entities other than the Licensee. The Licensor shall be liable for any defect of the Product resulting from the use of Adjustments only in case of Adjustments provided by the Licensor to the Licensee, as long as they have not been modified in any manner without the Licensor's consent, and as long as such defects have occurred in spite of such Adjustments having been used in line with their purpose and the intended version of the Product. Costs of adapting Adjustments to new versions of the Product shall be borne by the Licensee.
5. Customer support
5.1. After the Licensee acquires the License, the Licensor shall allow the Licensee the use of the Product together with the below-specified services cumulatively designated as "Customer Support":
- telephone and e-mail hotline is a service of responding to questions and troubleshooting related to the use of the Product provided by responding to requirements sent by e-mail to the address specified on the Website or, in case of selected Configurations, also by means of telephone consultations via the hotline, the number of which is specified on the Website, on weekdays from 8:00 AM to 5:00 PM (the Licensor reserves the right to change the period). The response time for requests sent to the e-mail hotline shall be one business day.
5.2.If the Fee is not paid, the Licensor shall be entitled to halt the provision of the Customer Support until the time of payment. Halting of Customer Support shall, however, not prejudice the right of the Licensor to demand payment of the Fee in full.
6. Confidential information and data protection
6.1. Both the Licensor and the Licensee shall keep confidential any confidential information of the other party and not provide it to any third party. Confidential information shall include information, regardless of how recorded, designated by the Licensor or the Licensee as confidential in writing.
6.2. The Licensor warrants that it shall not misuse or disclose to any third party any information specified in data input by the Licensee into the Product. The Licensor shall not be entitled to interfere with any data created by the Licensee.
6.3 The provisions of the preceding paragraphs shall exclude cases, where the Licensor has a notification duty ordered by applicable law or where such information is requested by state authorities pursuant to applicable law.
6.4. As the Licensor may gain access to personal data controlled by the Licensee (hereinafter "Controller's Personal Data") while rendering its services pursuant to the Agreement, following rules shall apply as a part of the Agreement:
6.5. The Licensor, acting as a processor of the Licensee's personal data (hereinafter also as the "Processor"), shall process the Controller's Personal Data based upon an authorization from the Licensee as their controller (hereinafter the "Controller") pursuant to Art. 28 of the Regulation that the Processor has access to in relation to rendering performance pursuant to the Agreement, provided that it shall only be authorized to process the Controller's Personal Data for the purposes specified in paragraph 6.6. Any processing of the Controller's Personal Data beyond that scope shall not be deemed processing carried out by the Processor based upon an authorization from the Controller; the Controller shall not be liable for any such processing.
6.6. The Processor shall process the Controller's Personal Data in relation to the operation of the Product in a cloud and provision of services related thereto, meaning that the Processor shall process personal data input by the Controller into the Product. The purpose of processing of the Controller's Personal Data is to secure data processing during rendering performance under the Agreement, provision of the Product or provision of a Processor's service based upon the Agreement.
6.7. The Processor shall process the Controller's Personal Data exclusively based upon instructions from the Controller. If the Processor processes the Controller's Personal Data beyond the scope of instructions from the Controller, such activity on the part of the Processor shall be qualified as designation of the purpose or means of processing from the position of a personal data controller.
6.8. The Processor shall immediately notify the Controller if it suspects that any specific instruction from the Controller violates the Regulation or other EU or Member State law concerning data protection. In such case, the Processor shall be entitled to halt the compliance with such instructions and wait for the Controller to confirm its insistence on the compliance with such inappropriate instructions in writing.
6.9. Both the Controller and the Processor declare that they are aware of their statutory duty to adopt measures necessary to secure the confidentiality, integrity and accessibility of the Controller's Personal Data during the processing by the Processor, corresponding to the risk of breach of their security. They are especially obliged to adopt measures against unauthorized access to the Controller's Personal Data, against their change, destruction or loss, theft, unauthorized transfers or their other unauthorized processing or other misuse, and that such duty shall continue even after the end of processing. They further declare that they are aware of their statutory duty to prove to each other the technical and organizational measures adopted to secure the protection of personal data through documents and records in line with applicable law.
6.10. The Processor undertakes to render assistance to the Controller while complying with the duties specified in Articles 32 to 36 of the Regulation, always while respecting the nature of processing and the information at the Processor's disposal.
6.11. The Processor undertakes to immediately notify the Controller in writing of being contacted by any data subject, as long as such contact can be considered to materially constitute a request from the data subject, respectively the data subject exercising their rights (especially the confirmation and information as per Art. 15 of the Regulation, correction under Art. 16 of the Regulation, personal data deletion or exercising the "right to be forgotten" under Art. 17 of the Regulation, limitation of data processing under Art. 18 of the Regulation, transfer of personal data under Art. 20 of the Regulation, or regarding an objection by the data subject under Art. 21 of the Regulation, or the application under Art. 22 of the Regulation) and to follow consequent written instructions from the Controller.
6.12. The Processor undertakes to immediately notify the Controller of being contacted in any manner by the Office for Personal Data Protection, provided that the Processor shall notify the Controller about a notice of a future inspection or ongoing inspection also immediately by telephone; and shall secure records, reports, measures and other documents related to the inspection from the inspectors and provide the same to the Controller and shall grant a power of attorney to the Controller for the purpose of inspecting the files kept by the Office for Personal Data Protection.
6.13. The Processor shall provide assistance to the Controller while the Controller complies with its duties to respond to requests from data subjects to exercise their rights (e.g. the right of data subjects to access personal data, to transfer personal data or to delete personal data), introduces and maintains appropriate technical and organizational measures to secure the personal data, notifies breaches of such security and while assessing the impact of personal data on the protection of the Controller's Personal Data and during preceding consultations with the regulator.
6.14. The Processor shall provide the Controller information necessary to prove that the processing carried out by the Processor complies with the requirements of the Regulation, i.e. especially to prove the implementation of appropriate technical and organizational measures. Technical and organizational measures must be set-up so that the compliance with all duties of the Processor deriving from the Regulation, related legislation and standards is secured. The technical and organizational measures should at least secure the integrity of the personal data, confidentiality, transparency, isolation of the Controller's Personal Data processing from data of other controllers and accountability.
6.15. The Processor and the Controller undertake to immediately notify each other of all facts that might prevent due and timely implementation of the Agreement and provide each other with assistance while complying with duties imposed upon the Controller or Processor under the Regulation.
6.16. The Processor shall allow inspections and audits by the Controller concerning the handling of the Controller's Personal Data by the Processor, or by auditor authorized by the Controller in that matter, and render assistance for such audits.
6.17. The Processor shall be authorized to process the Controller's Personal Data only for the duration of the relationship deriving from the Agreement. The Processor undertakes to terminate the processing of the Controller's Personal Data at the end of the Agreement or on the Controller's request at any earlier moment. In such case, the Processor shall return to the Controller all records containing the Controller's Personal Data, whether in printed or electronic form, and shall destroy all existing copies of such records, or - following an agreement with the Controller - the Processor shall secure the destruction of such records and shall provide the Controller with a written confirmation of the destruction thereof.
6.18. The Processor undertakes to keep confidential the Controller's Personal Data that it obtains access to in relation to rendering performance under the Agreement even after the termination of the Agreement and shall keep the security measures to protect the Controller's Personal Data and undertakes to keep confidential also such security measures.
6.19. The Processor declares to process the data in relation to rendering performance under the Agreement, provision of the Product or rendition of a service defined in the Agreement, for the Controller, on the premises of its registered office or branches or in a cloud storage located within the boundaries of EU, provided that such processing is secured especially by its employees. The Processor declares that protection of the Controller's Personal Data at the location of their storage is duly secured.
6.20. The Processor shall be entitled to process the Controller's personal Data for the purposes specified in para. 6.6 only by reliable persons. The Controller hereby generally authorizes the Processor to include another personal data processor in the processing of the Controller's Personal Data. The Processor shall oblige such other processors to adhere to the same rules as specified in these License Terms while processing the Controller's Personal Data.
6.21. The Processor declares that its employees securing the processing of data during the rendition of performance under the Agreement, provision of a Product or provision of a Service of the Processor for the Controller as specified in the Agreement, i.e. processing the Controller's Personal Data, were instructed of their duty to keep such Controller's Personal Data confidential, as well as the related security measures adopted to secure the Controller's Personal Data. The Processor declares that such employees have been instructed on the fact that the duty of confidentiality shall persevere even after the termination of their employment and rendering performance under the Agreement. The Processor also declares that it shall instruct also all its other employees charged with securing personal data processing in relation to rendering performance under the Agreement, provision of the Product or provision of a service of the Processor for the Controller as per the Agreement in the future, always before such employees are granted access to the Controller's Personal Data.
6.22. The Processor undertakes to use the Controller's Personal Data only within the scope of achieving the specified purpose of processing. The Processor undertakes that the Controller's Personal Data shall in no way be used to benefit any other party and shall not be provided to any third party, including any other processor, unless such further processor is prescribed by binding laws or regulations or if the Processor receives a written instruction from the Controller to do so in advance. The Processor undertakes to maintain the confidential nature of all the Controller's Personal Data in line with valid laws. The Processor shall not reproduce, disseminate or disclose to third parties, neither partially, nor in full, no Controller's Personal Data, unless it receives a previous written consent from the Controller to do so.
7. Termination of the contractual relation
7.1. The Licensee shall be entitled to terminate the Contractual Relationship as modified by these License Terms. The notice period shall be 3 months counted from the first day of the month following the month, in which the written termination notice is delivered to the Licensor.
7.2. After the expiration of the Contractual Relationship, the Licensor shall, after the expiration of the notice period, terminate the Licensee's access to the Product, provided that the Licensor shall not be obliged to make or maintain any backup of the Licensee's data.
7.3. The Licensor shall be entitled to terminate the Contractual Relationship. The notice period shall be one year starting from the first day of the month following the month, in which the written termination notice is delivered to the Licensee.
7.4. The Licensor shall be entitled to terminate the Contractual Relationship by a written notice in case of breach of the Contractual Relationship by the Licensee, especially if the Licensee defaults on any payment due by more than 30 days, as well as if the Licensee uses the Product in violation of these License Terms and/or applicable law. The notice period shall be 1 week.
7.5. The Licensor shall be entitled to decide on the discontinuation of the operation of the Product at any time. In such case, the Licensor shall be entitled to terminate the Contractual Relationship by written notice with a notice period not shorter than 3 months. In case of termination of the Contractual Relationship on these grounds, the Licensee shall be entitled to a refund of any part of the Fee already paid in respect of a period, in which it will be not possible to use the Product as a result of termination of the Contractual Relationship.
7.6. Termination of the Contractual Relationship or any part thereof shall not prejudice any rights or provisions governing contractual penalties, late payment interests, confidential information protection, securing of any claims of either of the Parties, dispute resolution or provisions governing rights and duties, whose duty indicates that they should survive even (partial) termination of the Contractual Relationship, including especially the duty to pay for any performances rendered prior to the (partial) termination of the Contractual Relationship and the License. After the end of the Contractual Relationship or any part thereof, the Licensor shall not be obliged to refund any parts of the Fee or any other sums received from the Licensee, unless explicitly stipulated otherwise by the License Terms or applicable law.
8. Final provisions
8.1. The Licensor shall be entitled to perform its duties through a subcontractor.
8.2. The Contractual Relationship shall be governed by the laws of the Czech Republic.
8.3. To avoid doubt, the Contractual Parties explicitly confirm that they are businesses, that they conclude the Contractual Relationship in the course of their business and that, as a result, Sections 1793 (unjust disadvantage) or 1796 (usury) of Act No. 89/2012 Coll., Civil Code, shall not apply to their Contractual Relationship.
8.4. Any disputes regarding the Contractual Relationship shall be heard and decided by a court determined according to the address of the registered seat of the Licensor in the first instance.
8.5. The Licensee undertakes to notify the Licensor without undue delay if it learns of any danger or violation of the License and / or that a third party raises or may raise a claim in respect of the Product. The Licensor shall provide the Licensee with assistance to protect the Licensee's License.
8.6. Any communication between the Licensor and the Licensee shall be done in electronic form by delivering a document or notification especially to the contact e-mail address of the other party or through the Website; this shall comply with the requirement of written form. The requirement of written form is also complied with by completing and sending form(s) on the Website. Exceptionally (especially if so required by law), communication shall be done in print with letters delivered to the contact mailing address of the other party. The Agreement can only be amended or cancelled in writing, unless stipulated otherwise in these License Terms explicitly.
8.7. The Licensee acknowledges and agrees that the Licensor shall be entitled to change the Licensing Terms. Any change of the Licensing Terms, as well as the day of effect of change of the current version of the License Terms shall be notified to the Licensee electronically by publication on the Website. If the Licensee fails to explicitly express its disapproval of such changes and to deliver such disapproval to the Licensor not later than fourteen (14) days from notification of the License Terms change, the changes shall be deemed approved by the Licensee and shall be effective vis-a-vis the Licensee as of the day of effect of the change. The Licensee shall be entitled to terminate the contractual relationship in written form by registered letter within fourteen days from the day of notification of the changes. In such case, the Contractual Relationship shall end on the day preceding the day, on which the changes become effective.
8.8. The invalidity of any provision of the License Terms shall not result in the invalidity of the License Terms as a whole, unless such consequence is prescribed by applicable law.
8.9. These License Terms lose effect on the day, as of which a later version of the License Terms becomes effective.
8.10. Always find the current version of the License Terms on the Website.
8.11. These License Terms shall be effective as of July 15th, 2022.