Terms & Conditions

1.1. In this License Terms where the context so admits, the following expressions shall have the following meanings:

• Civil Code means Act no. 89/2012 Sb., the Civil Code, as amended;
• Contract means any contract concluded under the Terms, especially the software license agreement;
• Demo license means an authorization to exercise intellectual property right to use the Software within the limits stipulated in Clause 3;
• Documentation means documents detailing the specification of the Software, installation process of the Software, and information required to operate the Software available on the Website and/or sent to the Licensee by the Licensor;
• Fee means the pre-agreed subscription base remuneration for the License specified in Clause 5;
• Intellectual Property Rights means all intellectual property rights, including all copyright, patents, trademarks, design rights, rights in computer programs, database rights, rights in domain names, know-how and other rights of a similar nature, whether registrable or not and whether registered or not, and any applications for registration or rights to make such an application;
• License means an authorization to exercise intellectual property right to use the Software within the limits stipulated in Clause 8;
• License files means files necessary to authorize the Software under the purchased License as specified in Clause 6;
• Non-production environment means an environment that is used for non-production purposes, meaning particularly testing, development, or otherwise unfinished environment that is not available for the public and/or is not yet used for business purposes;
• Normal Business Hours means 8.00 am to 6.00 pm local CEST time, each business day;
• Offline (on-prem) License means License that is authorized by offline means via the License files as specified in Clause 6;
• Online (on-prem) License means License that is authorized by online means as specified in Clause 6;
• Production environment means an environment that is used for production purposes, meaning particularly for production and/or selling of goods and services or for other related business purposes and/or for the presentation of the content which is available for the public to consume;
• System means a platform, such as applications and other computer programs and systems, for which the Software is intended;
• Software means the computer program(s) available via the Website to which the Licensor exercises economic rights, particularly Integration Eye software and its parts, including Product modules, Logging probes and/or Logging Hub; specifications of the Software are available on the Website;
• Start-up license means an authorization to exercise intellectual property right to use the Software within the limits stipulated in Clause 3;
• Start-up license files means files necessary to authorize the Software under the Start-up license as specified in Clause 3;
• Subscription Term means the period for which the License is granted;
• Terms means this License Terms;
• Update Release means release of the Software that corrects faults, adds functionality or otherwise amends or upgrades the Software;
• Website is the website placed on the address https://www.integrationeye.com.

2.1. The Terms define and specify the rights and obligations of the Parties under the Contract.

2.2. The provisions of the Terms are necessarily part of the Contract. The Terms can be changed or amended by the Licensor. In this case, the Licensor shall send to the Licensee an e-mail notification of a change in the Terms. The relationship of the Parties will be governed by the changed version of the Terms from the begging of the subsequent Subscription Term. If the Licensee does not agree with the change, the Licensee is entitled to terminate the Contract in accordance with Clause 14.1. The rights and obligations of the Parties are also governed by Warranty Claim Guidelines, Privacy Policy, and by the conditions mentioned on the Website, particularly during concluding the Contract.

2.3. Clause 10 shall apply only to the Licensee as consumer within the meaning of Section 419 of the Civil Code.

3.1. The Licensee is entitled to download the Software through the Website and use the Software under the Demo license. The use of the Software under the Demo license is limited by the applicability and functionality of the Software. Specification of the limitations of the Software under the Demo license is stated on the Website.

3.2. The Licensor grants to the Licensee a free, worldwide, non-exclusive, time-limited, quantity limited, purpose limited, non-transferable Demo license to use the Software under the Demo license limitations stated on the Website.

3.3. The Licensee is entitled to download the Software through the Website and use the Software under the Start-up license. The use of the Software under the Start-up license is limited by the applicability and functionality of the Software. Specification of the limitations is stated on the Website.

3.4. For use of the Software under the Start-up license, the Licensee shall register via the registration form on the Website. The Licensor shall send the Start-up license files to the e-mail address stated in the registration form which shall enable the Licensee to use Software under the conditions of the Start-up license.

3.5. The Licensor grants to the Licensee a free, worldwide, non-exclusive, quantity limited, purpose limited, non-transferable Start-up license to use the Software under the Start-up license limitations set on the Website.

3.6. The purpose of the use of the Software under the Demo license or the Start-up License is to try the functionality and suitability of the Software before purchasing the Fee-bearing License for the full version of the Software. The use of the Demo is limited to only one System of Licensee in the Non-production environment. The use of the Software under the Start-up license is limited to only one Production environment and max. three Non-production environments. Other limitations of the Demo license and the Start-up license are specified on the Website and in the Documentation.

3.7. The Licensee shall not use the Software under the Start-up license or Demo license other than as specified in Clause 3.2 to 3.6 without prior written consent of the Licensor, and the Licensee acknowledges that additional fees may be required for any change of use approved by the Licensor.

3.8. The installation process of the Software under the Demo license or the Start-up license and information required to operate the Software are stated in the Documentation.

3.9. The other conditions under these Terms (excluding the Clauses 4, 5, 6, 7, 8.1, 8.3, 8.8, 11, 14.1, and 14.2) shall apply to the Software under the Demo license and/or Start-up license with the necessary modifications.

4.1. The Software, including its main features, is presented on the Website. Presentation of the Software is only informative, and it is not a binding offer of the Licensor for concluding the Contract in the meaning of Section 1732 para. 2 of the Civil Code. For concluding the Contract for the full version of the Software, the Licensee shall submit an order of the License for the selected Software and pay the Fee.

4.2. The order of the License is made via the Website, or by other means mentioned on the Website or according to the agreement of the Parties. To submit the order of the License, the Licensee must fill a form on the Website. The order of the License must contain all the information required by the form, especially accurate identification of the ordered Software, number of ordered Licenses, type of the License, identification and contact details of the Licensee.

4.3. The Licensor is entitled to verify the order in case of any doubt about the authenticity and seriousness of the order or the Licensee.

4.4. The Contract is concluded as of the moment when the Licensee agrees to proceed to the payment of the Fee for the first Subscription Term by clicking the button "Pay now".

4.5. The Licensor is entitled to withdraw from the Contract without reason within ten (10) days from receiving the order of the Licensee. If the Licensor withdraws from the Contract and the Fee was already paid by the Licensee, the Licensor shall return the Fee that has been paid to the Licensee in non-cash payment to the account from which the money was sent, within fifteen (15) days from the moment of withdrawing from the Contract.

5.1. The Licensee shall pay to the Licensor the Fee for the License of the Software in the amount stated in the order for the selected Software, unless otherwise agreed by the Parties.

5.2. The Fee is paid for Subscription Terms in the following ways according to the chosen type of License.

5.3. The Fee for Offline (on-prem) License shall be paid in advance annually for the 12-month Subscription Term.

5.4. The Fee for the Online (on-prem) License shall be paid according to the Licensee's choice of the Subscription Term:

• in advance annually for the 12-month Subscription Term; or
• in advance monthly for the 1-month Subscription Term.

5.5. The Fee for the first Subscription Term shall be paid online by non-cash credit/debit card via payment gateway on the Website. The payment of the Fee for the first Subscription Term is due within five (5) days from submitting the order of the License.

5.6. The Contract shall automatically terminate if the Licensor does not receive the Fee for the first Subscription Term within five (5) days after the payment of the Fee becomes due. The information about the termination will be sent to the e-mail address provided by the Licensee in the order.

5.7. The Fee for the subsequent Subscription terms shall always be paid automatically online by non-cash credit/debit card upon the payment request of the Licensor via the payment gateway using the credit/debit card details provided by the Licensee until Licensee terminates the Contract in accordance with Clause 14, or the Contract is terminated for other reasons. The Licensee authorizes the Licensor to bill such a credit/debit card for the Fee to be paid for initial and subsequent Subscription Terms.

5.8. When the payment of the Fee for the subsequent Subscription Terms is due, the request for the payment in accordance with the previous paragraph shall be submitted:

• in case of the 1-month Subscription Term, seven (7) days before the end of the current Subscription Term;
• in case of the 12-month Subscription Term, one (1) month before the end of the current Subscription Term.

5.9. The Licensee shall provide the Licensor with valid, up-to-date, and complete credit/debit card details and any other relevant valid, up-to-date, and complete contact and billing details. The Licensee shall always have sufficient funds available on the credit/debit card used for the first payment of the Fee to pay the Fee for the subsequent Subscription Term. The Licensee shall keep the credit/debit card used for the payment of the previous Fee valid, and if the credit/debit card expires, the Licensee is obliged to inform the Licensor about it. If the credit/debit card expires or becomes invalid, the Licensor shall inform the Licensee about the method of payment of the Fee for the next Subscription Term, and the Licensee is obligated to pay the Fee in accordance with the method of payment set by the Licensor.

5.10. If the Licensee fails to make any payment to the Licensor under these Terms by the payment due date, then the Licensee shall pay interest at a rate 0,5 % of the outstanding amount for every day of delay. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount. The entitlement to compensation of the Licensor for the loss caused by delay is not affected by this provision.

5.11. In case of late payment, the Licensor further reserves the right to suspend his or her performance under the Contract until all outstanding debts of the Licensee are settled.

5.12. If the Licensee provides the Licensor with his or her Company name and VAT, GST, or TAX ID via the order form, the Licensor shall issue and deliver to the Licensee the invoice for each paid Fee within 48 hours from the moment when Licensor receives payment of the Fee. Parties agree that any invoice can be issued by Licensor and delivered to Licensee´s email address and further used by Parties to the full extent in electronic form, in accordance with the applicable legislation, instead of a paper form. If the Licensee does not provide the Licensor with his or her Company name and VAT, GST, or TAX ID via the order form, the Licensor shall issue and deliver the invoice for the paid Fee upon the request of the Licensee after receiving the information necessary for issuing the invoice.

6.1. The Software shall be downloaded by the Licensee from the Website. The Licensor strongly recommends that the Licensee shall inspect the Software, its properties and its compliance with the System via the Demo license or Start-up license before purchasing the License.

6.2. The installation process of the Software and information required to use and operate the Software are stated in the Documentation.

6.3. For the Offline (on-prem) License, the Licensor shall send to the Licensee the License files to the e-mail address provided by the Licensee in the order after receiving the full payment of the Fee for the first Subscription Term. If in the order, the Licensee chooses an option "Single-license file(s)", the Licensor shall provide the Licensee with one set of License files for each License purchased by the Licensee. If in the order, the Licensee chooses an option "Multi-license file", the Licensor shall provide the Licensee with one set of License files for all Licenses purchased by the Licensee.

6.4. The Licensee shall use the License files for authorization of the Software under the purchased License.

6.5. Before the end of each Subscription Term, the Licensor shall send to the Licensee the new License files to the e-mail address provided by the Licensee in the order after receiving the full payment of the Fee for the next Subscription Term. The authorization process of the Software under the License stated in the previous paragraphs shall repeat for each Subscription Term.

6.6. For the Online (on-prem) License, the Licensor shall authorize the Software under the purchased License via his or her online system connected to the Software after receiving the full payment of the Fee.

6.7. The full version of the Software under the License will be available after the authorization. The Licensee shall inspect the full version of the Software, its properties and its compliance with the System without undue delay. The Licensee shall notify the Licensor about any discrepancies of the Software immediately after the authorization. The Licensee shall document the identified discrepancies properly and send these documents along with the notification of the discrepancies to the Licensor.

7.1. The Contract is concluded for an unlimited period, and after the end of one Subscription Term, another Subscription Term shall automatically start in the length of the previous one if the Fee for this another Subscription Term is paid.

7.2. The use of the Software under the License is time-limited for the Subscription Term. The Subscription Term for Offline (on-prem) License is always 12 months. The Subscription Term for Online (on-prem) License is 1 month or 12 months, depending on the choice of the Licensee made in the order of the License.

8.1. Subject to the payment of the Fee, the Licensor grants to the Licensee a non-exclusive, quantity limited, and purpose limited License to use the Software for the Subscription Term commencing on the day of the authorization of the Software under the License. The Licensee is not required to use the License.

8.2. The License is granted for such manners of use that are consistent with the purpose of the Software.

8.3. The use of the Software is limited to the number of Licenses purchased by the Licensee; under one License, the use of the Software is limited to the use of one Product module of the Software in one System and in one Production environment. Which Product module the License will apply for is determined by the Licensee via his or her implementation of the Software, its Product modules and License files in the System.

8.4. The Licensor shall not combinate the use of the Software under the Demo license and/or Start-up license with the full version of the Software under the purchased License in one System.

8.5. The Licensee shall not use the Software under the License other than as specified in Clause 8.1 to Clause 8.4 without prior written consent of the Licensor, and the Licensee acknowledges that additional fees may be required for any change of use approved by the Licensor.

8.6. The Licensee has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software in whole or in part.

8.7. The Licensee shall not use any information provided by the Licensor to create any software whose expression is substantially similar to the Software, nor use such information in any manner which would be restricted by any copyright subsisting in it.

8.8. The Licensee may at any time sub-license, assign, charge, or deal in any other manner with License. The Licensee shall not alter or otherwise change the name of the Software. If the Licensee makes any warranties or guarantees related to the License or the Software to the third party, the Licensee would be solely responsible for the performance of such warranties or guarantees and for their fulfillment, costs, and expenses.

8.9. The Licensee shall:

• ensure that the Software is installed in accordance with instructions provided by the Licensor,
• ensure that the Software is used in accordance with the number of purchased License(s), and
• pay for broadening the scope of the License granted under these Terms to cover the unauthorized use, an amount equal to the double of the Fee which the Licensor would have levied (in accordance with Terms then current) had it licensed any such unauthorized use on the date when such use commenced (together with interest at the rate provided for in Clause 5.10, from such date to the date of payment).

8.10. The Licensee acknowledges that all Intellectual Property Rights in the Software and in any Update Releases belong and shall belong to the Licensor, and the Licensee shall have no rights in or to the Software other than the right to use it in accordance with the terms of the License.

9.1. The Licensee can download and use the Update Releases generally made available on the Website. For the avoidance of any doubt, this provision shall not constitute any obligation for the Licensor to provide any Update Releases.

9.2. The Licensor shall provide to the Licensee basic support related to the use of the Software under the purchased License in the Production environment. For the purposes of this provision, the basic support means consultation via e-mail communication in a reasonable amount, complexity, and frequency during the Normal Business Hours. The basic support shall be provided within a reasonable time, at the Licensor's discretion. The Licensor is not obliged to provide basic support immediately at the request of the Licensee. The Licensor is entitled not to provide the basic support if the support requested by the Licensee is not reasonable by its amount, complexity, and frequency, at the Licensor's discretion.

10.1. The Contract is a consumer contract if the Licensee concludes the Contract outside the scope of his or her business activity or outside the scope of the independent performance of his or her profession. Otherwise, it is not a consumer contract, and the Licensee is not covered by consumer protection under the law and these Terms (especially this Clause 10).

10.2. By agreeing to these Terms, the Licensee expressly consents to be provided with the Software under the License before the expiration of the withdrawal period, which is fourteen (14) days from the conclusion of the Contract. The Licensee acknowledges that on the basis of this consent, the Licensor is entitled to provide the Licensee with the Software under License (by providing the License files or by authorization of the Software under License in case of Online (on-prem) License) before the expiration of the above-mentioned period, and after that, the Licensee cannot withdraw from the Contract in accordance with § 1837 par. l) of the Civil Code.

10.3. If a contractual dispute arises between the Licensee as consumer and Licensor from the Contract that cannot be resolved directly, the Licensee has the right to submit the dispute to the Czech Trade Inspection Authority (address: Česká obchodní inspekce, Ústřední inspektorát - oddělení ADR, Štěpánská 15, 120 00 Praha 2, Czech Republic; web interface: www.coi.cz, www.adr.coi.cz; electronic contact: adr@coi.cz; telephone: +420 296 366 360) or Czech Consumers Association (address: Sdružení českých spotřebitelů, z. ú., Tř. Karla IV. 430, 500 02 Hradec Králové Czech Republic, web interface: www.konzument.cz, electronic contact: spotrebitel@regio.cz, telephone: +420 495 215 266) in order to carry out alternative dispute resolution procedure. The Licensee shall exercise the right within one (1) year from the date when he or she asserted the right subjected to the contractual dispute.

10.4. The Licensee can also use the Online Dispute Resolution Platform for the purpose of selecting the alternative dispute resolution bodies which offer out-of-court settlement procedures developed by the European Commission (https://ec.europa.eu/consumers/odr) to file a complaint about the Software.

11.1. The conditions of defective performance rights are governed by the Warranty Claim Guidelines of the Licensor.

12.1. Each party shall, during the term of the Contract and thereafter, keep confidential, and shall not use for own purposes (other than the implementation of this Contract) nor without prior written consent of the other party, disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Contract, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavors to prevent the unauthorized disclosure of any such information. The Licensee undertakes in particular:

• not to use the information for any purpose other than performing the Contract, and
• not to use the information in any other detrimental way.

13.1. The content placed on the Website (documents, texts, photographs, images, logos, etc.), including the Software and these Terms, is protected by Licensor's copyright and may be protected by other rights of other persons. The Licensee is forbidden to modify, copy, reproduce, distribute, or use it for any purpose without Lisencor's consent or consent of a copyright holder. In particular, it is forbidden to make any photos and texts placed on the website, either paid or free of charge, available. The names and designations of products, goods, services, firm and company names can be registered trademarks of their respective owners.

13.2. The Licensor is not liable for errors originating due to interference of third persons with the Website or due to its use contrary to its purpose. While using the Website, the Licensee cannot use any mechanisms, software, scripts, or other processes that could have negative impact on its operation, i.e., interfere with the function of the system or unreasonably burden the system.

13.3. If the Licensee commits any illegal or unethical act during the use of the Website, the Licensor is entitled to restrict, suspend, or terminate Licensee's access to the Website without any compensation. In this case, the Licensee is obliged to pay compensation for the damage to the Licensor, which the Licensor has clearly incurred due to Licensee's acts under this paragraph, in full amount.

14.1. The Contract and the License shall terminate at the end of the current Subscription Term if:

• the Fee for upcoming Subscription Term is not paid before the end of the current Subscription Term; or
• in case of the 12-month Subscription Term, the Licensee terminates the Contract without reason by giving termination notice (including ID of the order of the License) in electronic way delivered to the e-mail address of the Licensor or by other means provided by the Licensor at least one (1) month and five (5) days before the end of the current Subscription Term;
• in case of the 1-month Subscription Term, the Licensee terminates the Contract without reason by giving termination notice in electronic way delivered to the e-mail address of the Licensor or by other means provided by the Licensor at least eight (8) days before the end of the current Subscription Term; or
• the Licensor terminates the Contract without reason by giving termination notice in electronic way delivered to the e-mail address of the Licensee at least five (5) days before the end of the current Subscription Term.

14.2. If notice of the termination is not delivered to the other party within the period stated in the Clause 14.1 par. b), c), or d), the Subscription Term shall renew (if the Fee for upcoming Subscription Term is paid) and the termination notice shall be effective for the new Subscription Term and the Contract shall terminate at the end of the new Subscription Term.

14.3. Without affecting any other right or remedy available to it, either party may withdraw from the Contract if the other party commits a material breach of any other term of the Contract which is irremediable or (if such breach is remediable) fails to remedy that breach within thirty (30) days after being notified in writing to do so.

14.4. Without affecting any other reasons for withdrawal, the breach of the Licensee’s obligations under Clause 3.7, 8, 12 and/or 13 by the Licensee would constitute a material breach of the Contract.

14.5. Withdrawal from Contract must be performed in a written way or in electronic way sent to the e-mail address of the other party. The withdrawal is effective as of the moment of the delivery of the withdrawal to the other party.

14.6. If the Contract is terminated by the Licensor due to a breach of the Contract by the Licensee, the Licensee is not entitled to receive any refund of the paid Fee.

14.7. On termination for any reason:

• all rights granted to the Licensee under the Contract shall cease;
• the Licensee shall cease all activities authorized under the License;
• the Licensee shall immediately destroy all copies of the Software in his or her possession, custody, or control and certify to the Licensor that it has been done.

14.8. Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of the termination.

14.9. Any provision of the Terms that expressly or by its implication is intended to come into or continue in force at the moment of or after the termination of the Contract (including the Clauses 12, 13, 14, 15, and 16) remains in full force and effect.

15.1. Before starting to use the Software in the full service/operation, the Licensee is obliged to perform sufficient tests in a safe environment. The Licensor shall not in any circumstances have any liability for any losses or damages which may be suffered by the Licensee or third party as a result of the usage of the Software without prior sufficient testing in a safe environment.

15.2. The Licensor shall not in any circumstances have any liability for any losses or damages which may be suffered by the Licensee or third party as a result of the usage the Software under the Demo license and/or Start-up license, whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise from a contract, tort (including negligence) or otherwise howsoever.

15.3. The Licensor shall not in any circumstances have any liability for any losses or damages which may be suffered by the Licensee or third party, whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise from a contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

• special damage even if the Licensor was aware of the circumstances in which such special damage could arise;
• loss of profits;
• loss of anticipated savings;
• loss of business opportunity;
• loss of goodwill;
• loss or corruption of data.

15.4. Provided that Clause 15.3 of these Terms do not prevent claims for loss of or damage to the Licensee or to the third party or any other claims for direct financial losses that are not excluded by the Clause 15.3 of these Terms, the total liability of the Licensor, whether from a contract, tort (including negligence) or otherwise and whether in connection with the License, the Software, the Contract or any collateral contract, shall in no circumstances exceed the sum equal to the Fee paid by the Licensee. The exclusions in this provision and in the Clause 15.3 shall apply to the fullest extent permissible by law and not-limiting mandatory restrictions set for these exclusions laid down by the law (Section 2898 of the Civil Code).

15.5. The Licensor shall not in any circumstances be liable for how the Licensee will use the Software. In particular, the Licensor is not liable if the Licensee violates any applicable law or these Terms. If the Licensee uses the Software contrary to the Terms, law, or good morals, the Licensee shall compensate the Licensor for the damage which the Licensor suffered.

16.1. If there is an international (foreign) element related to the use of the Website or if the legal relationship established by the Contract includes any international (foreign) element, the Parties agree that their relation is governed by the Czech law (excluding the application of the United Nations Convention on Contracts for the International Sales of Goods).

16.2. The Parties agree that sections 1998 to 2000 and 2370 of the Civil Code shall not apply to the Contract.

16.3. The Parties irrevocably agree that the courts of the Czech Republic shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims). The Parties agree on the local competence of the court of the general jurisdiction in whose district the Licensor has the seat.

16.4. Should it be the case that any provision of the Term is invalid, putative, ineffective or inapplicable (or will become as such), the provision, which by its sense is closest to the invalid, putative, ineffective or inapplicable provision, will apply. If such modification is not possible, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. By the invalidity, ineffectiveness, or inapplicability of one provision, the validity of the remaining provisions shall not be affected.

16.5. The Contract, including the Terms, can be changed or amended in writing only, including electronic means.

1.1. In this Saas Terms where the context so admits, the following expressions shall have the following meanings:

• Additional Fee means remuneration for the use of the Software above the limits of the Subscription Plan as further specified in Clause 4;
• Base Fee means pre-agreed remuneration for the use of the Software within the limits of the Subscription Plan as further specified in Clause 4;
• Civil Code means Act no. 89/2012 Sb., the Civil Code, as amended;
• Contract means any contract concluded under the Terms;
• Documentation means documents detailing the specification of the Software, and information required to operate the Software available on the Website;
• Fee means the Base Fee and the Additional Fee;
• Intellectual Property Rights means all intellectual property rights, including all copyright, patents, trademarks, design rights, rights in computer programs, database rights, rights in domain names, know-how and other rights of a similar nature, whether registrable or not and whether registered or not and any applications for registration or rights to make such an application;
• License means an authorization to exercise intellectual property right to use the Logging probes and the Software within the limits stipulated in Clause 7;
• Log events means log messages or other events processed by the Software via Logging probes;
• Logging probes means software necessary for the use of the Software as specified in Clause 5;
• Normal Business Hours means 8.00 am to 6.00 pm local CEST time, each business day;
• Services means the subscription services provided by the Licensor to the Licensee under the Contract, mainly enabling the use of the Software and its results via User account;
• System means a platform, such as applications and other computer programs and systems, for which the Software is intended;
• Software means the computer program(s) available via the Website as the software and/or as a service to which the Licensor exercises economic rights by the Licensor, particularly Logging Hub of Integration Eye software and its parts; specifications of the Software are available on the Website;
• Subscription means the right to use the Services for the Subscription Term;
• Subscription code means code necessary to authorize the Services under the Subscription;
• Subscription Term means the period for which the License is granted;
• Subscription Plan means a tariff within which the basic scope of provided Services is determined on the basis of the number of Log events and limit of data saved on the Licensor's platform on which the Software is running;
• Terms means these SaaS Terms;
• User account means account through which the Services can be used by the Licensee;
• Website is the website placed on the address https://www.integrationeye.com.

2.1. The Terms define and specify the rights and obligations of the Parties under the Contract.

2.2. The provisions of the Terms are necessarily part of the Contract. The Terms can be changed or amended by the Licensor. In this case, the Licensor shall send to the Licensee an e-mail notification of a change in the Terms. The relationship of the Parties will be governed by the changed version of the Terms from the begging of the subsequent Subscription Term. If the Licensee does not agree with the change, the Licensee is entitled to terminate the Contract in accordance with Clause 13.1. The rights and obligations of the Parties are also governed by the Warranty Claim Guidelines for SaaS, Privacy Policy, and Data processing Agreement, and by the conditions mentioned on the Website, particularly during concluding the Contract.

2.3. Clause 9 shall apply only to the Licensee as consumer within the meaning of Section 419 of the Civil Code.

3.1. The Subscription and the Services including the Software and their main feature are presented on the Website. Presentation of the Subscription and the Services is only informative and it is not a binding offer of the Licensor for concluding the Contract in the meaning of Section 1732 para. 2 of the Civil Code. For concluding the Contract for the Subscription of the Services, the Licensee shall submit an order of the Subscription and pay the Base Fee.

3.2. The order of the Subscription is made via the Website, or by other means mentioned on the Website or according to the agreement of the Parties. To submit the order of the Subscription, the Licensee must fill a form on the Website. The order must contain all the information required by the form, especially accurate identification of the ordered Subscription, the number of the ordered Subscriptions, identification and contact details of the Licensee.

3.3. The Licensor is entitled to verify the order in case of any doubt about the authenticity and seriousness of the order or the Licensee.

3.4. The Contract is concluded as of the moment when the Licensee agrees to proceed to the payment of the Base Fee for the first Subscription Term by clicking the button "Pay now".

3.5. The Licensor is entitled to withdraw from the Contract without reason within ten (10) days from receiving the order of the Licensee. If the Licensor withdraws from the Contract and the Base Fee was already paid by the Licensee, the Licensor shall return the Base Fee that has been paid to the Licensee in non-cash payment to the account from which the money was sent, within fifteen (15) days from the moment of withdrawing from the Contract.

4.1. The Licensee shall pay to the Licensor the Fee for the Subscription of the Services.

4.2. The Base Fee is paid in amount stated on the Website and in the order according to the chosen type of the Subscription Plan.

4.3. The Base Fee shall be paid according to the Licensee's choice of the Subscription term:

• in advance annually for the 12-month Subscription Term; or
• in advance monthly for the 1-month Subscription Term.

4.4. The Base Fee for the first Subscription Term shall be paid online by non-cash credit/debit card via payment gateway on the Website. The payment of the Base Fee for the first Subscription Term is due within five (5) days from submitting the order of the License.

4.5. The Contract shall automatically terminate if the Licensor does not receive the Base Fee for the first Subscription Term within five (5) days after the payment of the Base Fee becomes due. The information about the termination will be sent to the e-mail address provided by the Licensee in the order.

4.6. The Base Fee for the subsequent Subscription Terms shall always be paid automatically online by non-cash credit/debit card upon the payment request of the Licensor via the payment gateway using the credit/debit card details provided by the Licensee until the Licensee terminates the Contract in accordance with Clause 13, or the Contract is terminated for other reasons. The Licensee authorizes the Licensor to bill such credit/debit card for the Base Fee to be paid for initial and subsequent Subscription Terms.

4.7. When the payment of the Base Fee for the subsequent Subscription terms is due, the request for the payment in accordance with the previous paragraph shall be submitted:

• in case of the 1-month Subscription Term, seven (7) days before the end of the current Subscription Term;
• in case of the 12-month Subscription Term, one (1) month before the end of the current Subscription Term.

4.8. If the Licensee exceeds the use of the Services beyond the limit set in the Subscription Plan, meaning the Software within the Subscription Term processed the number of Log events exceeding the limit in the Subscription Plan, the Licensee shall pay the Additional Fee. The amount of the Additional Fee shall be determined according to the number of Log events processed by the Software above the limit set in the Subscription Plan using the price list on the Website.

4.9. The Additional Fee shall always be paid automatically online by non-cash credit/debit card upon the payment request of the Licensor via the payment gateway using the credit/debit card details provided by the Licensee. When the payment of the Additional Fee is due, the request for the payment in accordance with the previous sentence shall be submitted within five (5) days after the end of the Subscription Term in which the right to the Additional Fee arose. The Licensee authorizes the Licensor to bill such credit/debit card for the Additional Fee.

4.10. The Licensee shall provide the Licensor with valid, up-to-date, and complete credit/debit card details and any other relevant valid, up-to-date, and complete contact and billing details. The Licensee shall always have sufficient funds available on the credit/debit card used for the first payment of the Base Fee to pay the Fee for the subsequent Subscription Term. The Licensee shall keep the credit/debit valid, and if the credit/debit card expires, the Licensee is obliged to inform the Licensor about it. If the credit/debit card expires or becomes invalid, the Licensor shall inform the Licensee about the method of payment of the Fee for the next Subscription Term, and the Licensee is obligated to pay the Fee in accordance with the method of payment set by the Licensor.

4.11. If the Licensee fails to make any payment to the Licensor under these Terms by the payment due date, then the Licensee shall pay interest at a rate 0,5 % of the outstanding amount for every day of delay. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount. The entitlement to compensation of the Licensor for the loss caused by delay is not affected by this provision.

4.12. In case of late payment, the Licensor further reserves the right to suspend his or her performance under the Contract until all outstanding debts of the Licensee are settled.

4.13. If the Licensee provides the Licensor with his or her Company name and VAT, GST, or TAX ID via the order form, the Licensor shall issue and deliver to the Licensee the invoice for each paid Fee within 48 hours from the moment when Licensor receives payment of the Fee. Parties agree that any invoice can be issued by Licensor and delivered to Licensee´s email address and further used by Parties to the full extent in electronic form, in accordance with the applicable legislation, instead of a paper form. If the Licensee does not provide the Licensor with his or her Company name and VAT, GST, or TAX ID via the order form, the Licensor shall issue and deliver the invoice for the paid Fee upon the request of the Licensee after receiving the information necessary for issuing the invoice.

5.1. Subject to the payment of the Fee, the Licensor grants to the Licensee via Subscription a non-exclusive, quantity limited, and purpose limited right to use the Services during the Subscription Term.

5.2. For the use of the Services, the Licensee shall register and create the User account via the registration form on the Website. Information provided during the registration must be truthful and complete. The Licensor is entitled to delete the User account created with false or incomplete data, without any compensation.

5.3. For the use of the Services, the Logging probes shall be downloaded by the Licensee from the Website and installed on the System.

5.4. The installation process of the Logging probes and information required to use and operate the Software are stated in the Documentation.

5.5. The Licensor shall send to the Licensee the Subscription code to the e-mail address provided by the Licensee in the order after receiving the full payment of the Base Fee for the first Subscription Term.

5.6. For the use of the Services, the Licensee shall use the Subscription code for authorization of the use of the Services under the purchased Subscription.

5.7. The Services under the Subscription will be available after the authorization. The Licensee shall inspect the full version of the Software, its properties and its compliance with the System without undue delay. The Licensee shall notify the Licensor about any discrepancies of the Software immediately after the License files are provided. The Licensee shall document the identified discrepancies properly and send these documents along with the notification of the discrepancies to the Licensor.

5.8. If the Licensee exceeds the use of the Software beyond the limit set in the Subscription Plan, meaning the overall volume of data saved within the Subscription Terms on the Licensor's platform on which the Software is running, or if the Licensee exceeds the limit set in the Subscription Plan, the Licensee may purchase larger data limit within seven (7) days from the moment of receiving of the information on exceeding of the data limit. If the Licensee does not do so, the Licensor is entitled to delete and shall delete the oldest saved data to the data limit set in the Subscription Plan.

6.1. The Contract is concluded for an unlimited period, and after the end of one Subscription Term, another Subscription Term shall automatically start in the length of the previous one if the Base Fee for this another Subscription Term is paid.

6.2. The use of the Services under the Subscription is time-limited for the Subscription Term. The Subscription Term of the Services is 1 month or 12 months, depending on the choice of the Licensee made in the order of the Subscription.

7.1. The use of the Software within the Services is limited to the number of Subscriptions purchased by the Licensee.

7.2. Subject to the payment of the Fee, the Licensor grants to the Licensee a non-exclusive, quantity limited, and purpose limited License to use the Logging probes and the Software within the Subscription Term commencing on the day of the authorization of the Services under the Subscription.

7.3. The Subscription and the License are granted for such manners of use that are consistent with the purpose of the Software.

7.4. The Licensee shall not use the Logging probes and Services including Software other than as specified in the Terms without prior written consent of the Licensor, and the Licensee acknowledges that additional fees may be required for any change of use approved by the Licensor.

7.5. The Licensee has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Logging probes or the Software in whole or in part.

7.6. The Licensee shall not use any information provided by the Licensor to create any software whose expression is substantially similar to the Logging probes or the Software, nor use such information in any manner which would be restricted by any copyright subsisting in it.

7.7. The Licensee may at any time submit, sub-license, assign, charge, or deal in any other manner with the Subscription. The Licensee shall not alter or otherwise change the name of the Software. If the Licensee makes any warranties or guarantees related to the Subscription or the Services to the third party, the Licensee would be solely responsible for the performance of such warranties or guarantees and for their fulfillment, costs, and expenses.

7.8. The Licensee shall:

• ensure that the Logging probes are installed in accordance with instructions provided by the Licensor;
• ensure that the Services are used in accordance with the number of purchased Subscriptions;
• pay for broadening the scope of the License granted under these Terms to cover the unauthorized use, an amount equal to the double of Fees which the Licensor would have levied (in accordance with Terms then current) had it licensed any such unauthorized use on the date when such use commenced (together with interest at the rate provided for in Clause 4.11, from such date to the date of payment).

7.9. The Licensee acknowledges that all Intellectual Property Rights in the Logging probes and the Software belong and shall belong to the Licensor, and the Licensee shall have no rights in or to the Logging probes or the Software other than the right to use it in accordance with the Terms.

8.1. The Licensor shall provide to the Licensee basic support related to the use of the Software under the purchased License in the Production environment. For the purposes of this provision, the basic support means consultation via e-mail communication in a reasonable amount, complexity, and frequency during the Normal Business Hours. The basic support shall be provided within a reasonable time, at the Licensor's discretion. The Licensor is not obliged to provide basic support immediately at the request of the Licensee. The Licensor is entitled not to provide the basic support if the support requested by the Licensee is not reasonable by its amount, complexity, and frequency, at the Licensor's discretion.

9.1. The Contract is a consumer contract if the Licensee concludes the Contract outside the scope of his or her business activity or outside the scope of the independent performance of his or her profession. Otherwise, it is not a consumer contract, and the Licensee is not covered by consumer protection under the law and these Terms (especially this Clause 9).

9.2. By agreeing to these Terms, the Licensee expressly consents to be provided with the Services under the License before the expiration of the withdrawal period, which is fourteen (14) days from the conclusion of the Contract. The Licensee acknowledges that on the basis of this consent, the Licensor is entitled to provide to the Licensee the Services (by providing the Subscription code) before the expiration of the above-mentioned period, and after that, the Licensee cannot withdraw from the Contract in accordance with § 1837 par. l) of the Civil Code.

9.3. If a contractual dispute arises between the Licensee as consumer and Licensor from the Contract that cannot be resolved directly, the Licensee has the right to submit the dispute to the Czech Trade Inspection Authority (address: Česká obchodní inspekce, Ústřední inspektorát - oddělení ADR, Štěpánská 15, 120 00 Praha 2, Czech Republic; web interface: www.coi.cz, www.adr.coi.cz; electronic contact: adr@coi.cz; telephone: +420 296 366 360) or Czech Consumers Association (address: Sdružení českých spotřebitelů, z. ú., Tř. Karla IV. 430, 500 02 Hradec Králové Czech Republic, web interface: www.konzument.cz, electronic contact: spotrebitel@regio.cz, telephone: +420 495 215 266) in order to carry out alternative dispute resolution procedure. The Licensee shall exercise the right within 1 year from the date when he or she asserted the right subjected to the contractual dispute.

9.4. The Licensee can also use the Online Dispute Resolution Platform for the purpose of selecting the alternative dispute resolution bodies which offer out-of-court settlement procedures developed by the European Commission (https://ec.europa.eu/consumers/odr) to file a complaint about the Software.

10.1. The conditions of defective performance rights are governed by the Warranty Claim Guidelines for SaaS of the Licensor.

11.1. Each party shall, during the term of the Contract and thereafter, keep confidential, and shall not use for own purposes (other than the implementation of this Contract) nor without prior written consent of the other party, disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party or any of its affiliates, unless that information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Contract, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavors to prevent the unauthorized disclosure of any such information. The Licensee undertakes in particular:

• not to use the information for any purpose other than performing the Contract, and
• not to use the information in any other detrimental way.

12.1. The content placed on the Website (documents, texts, photographs, images, logos, etc.), including the Software and these Terms, is protected by Licensor's copyright and may be protected by other rights of other persons. The Licensee is forbidden to modify, copy, reproduce, distribute, or use it for any purpose without the Licensor's consent or consent of a copyright holder. In particular, it is forbidden to make available any photos and texts placed on the website either paid or free of charge. The names and designations of products, goods, services, firm and company names can be registered trademarks of their respective owners.

12.2. The Licensor is not liable for errors originating due to interference of third persons with the Website or due to its use contrary to its purpose. While using the Website, the Licensee cannot use any mechanisms, software, scripts, or other processes that could have negative impact on its operation, i.e., mainly interfere with the function of the system or unreasonably burden the system.

12.3. If the Licensee commits any illegal or unethical act during the use of the Website, the Licensor is entitled to restrict, suspend, or terminate Licensee's access to the Website without any compensation. In this case, the Licensee is obliged to pay compensation for the damage to the Licensor, which the Licensor clearly incurred due to Licensee's acts under this paragraph, in full amount.

13.1. The Contract and the Subscription shall terminate at the end of the current Subscription Term if:

• the Base Fee for upcoming Subscription Term is not paid before the end of the current Subscription Term; or
• in case of the 12-month Subscription Term, the Licensee terminates the Contract without reason by giving termination notice in electronic way delivered to the e-mail address of the Licensor or by other means provided by the Licensor at least one (1) month and five (5) days before the end of the current Subscription Term; or
• in case of the 1-month Subscription Term, the Licensee terminates the Contract without reason by giving termination notice in electronic way delivered to the e-mail address of the Licensor or by other means provided by the Licensor at least eight (8) days before the end of the current Subscription Term; or
• the Licensor terminates the Contract without cause by giving termination notice in electronic way delivered to the e-mail address of the Licensee at least five (5) days before the end of the current Subscription Term.

13.2. If the notice of the termination is not delivered to the other party within the period stated in Clause 13.1 par. b), c), or d), the Subscription Term shall renew (if the Base Fee for upcoming Subscription Term is paid) and the termination notice shall be effective for the new Subscription Term, and the Contract and the Subscription shall terminate at the end of the new Subscription Term.

13.3. Without affecting any other right or remedy available to it, either party may withdraw from the Contract if the other party commits a material breach of any other term of the Contract which is irremediable or (if such breach is remediable) fails to remedy that breach within thirty (30) days after being notified in writing to do so.

13.4. Without affecting any other reasons for withdrawal, the breach of the Licensee’s obligations under Clause 7, 11 and/or 12 by the Licensee would constitute a material breach of the Contract.

13.5. Withdrawal from Contract must be performed in a written way or in electronic way sent to the e-mail address of the other party. The withdrawal is effective as of the moment of the delivery of the withdrawal to the other party.

13.6. If the Contract is terminated by the Licensor due to a breach of the Contract by the Licensee, the Licensee is not entitled to receive any refund of the paid Fee.

13.7. On termination for any reason:

• all rights granted to the Licensee under the Contract shall cease,
• the Licensee shall cease all activities authorized under the Subscription and the License, and
• the Licensee shall immediately destroy all copies of the Logging probes in his or her possession, custody, or control and certify to the Licensor that it has been done.

13.8. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination.

13.9. Any provision of the Terms that expressly or by its implication is intended to come into or continue in force at the moment of or after the termination of the Contract (including the Clauses 14, 11, 12, 13, and 15) remains in full force and effect.

14.1. Before starting to use the Services in full, the Licensee is obliged to perform sufficient tests in a safe environment. The Licensor shall not in any circumstances have any liability for any losses or damages which may be suffered by the Licensee or third party as a result of the usage of the Services without prior sufficient testing in a safe environment.

14.2. The Licensor shall not in any circumstances have any liability for any losses or damages which may be suffered by the Licensee or third party, whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise from a contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

• special damage even if the Licensor was aware of the circumstances in which such special damage could arise;
• loss of profits;
• loss of anticipated savings;
• loss of business opportunity;
• loss of goodwill;
• loss or corruption of data.

14.3. Provided that Clause 14.2 of these Terms does not prevent claims for loss of or damage to the Licensee or to the third party or any other claims for direct financial losses that are not excluded by the Clause 14.2 of these Terms, the total liability of the Licensor, whether from a contract, tort (including negligence) or otherwise and whether in connection with the Services, including Software, or any collateral contract (incl. Data processing Agreement), shall in no circumstances exceed the sum equal to the Fee paid by the Licensee. The exclusions in this provision and in the Clause 14.2 shall apply to the fullest extent permissible by law and not-limiting mandatory restrictions set for these exclusions laid down by the law (Section 2898 of the Civil Code).

14.4. The Licensor shall not in any circumstances be liable for how the Licensee will use the Services. In particular, the Licensor is not liable if the Licensee violates any applicable law or these Terms. If the Licensee uses the Services contrary to the Terms, law, or good morals, the Licensee shall compensate the Licensor for the damage which the Licensor suffered.

15.1. If there is an international (foreign) element related to the use of the Website or if the legal relationship established by the Contract includes any international (foreign) element, the Parties agree that their relation is governed by the Czech law (excluding the application of the United Nations Convention on Contracts for the International Sales of Goods).

15.2. The Parties agree that sections 1998 to 2000 and 2370 of the Civil Code shall not apply to the Contract.

15.3. The Parties irrevocably agree that the courts of the Czech Republic shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims). The Parties agree on the local competence of the court of the general jurisdiction in whose district the Licensor has the seat.

15.4. Should it be the case that any provision of the Term is invalid, putative, ineffective or inapplicable (or will become as such), the provision, which by its sense is closest to the invalid, putative, ineffective or inapplicable provision, will apply. If such modification is not possible, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. By the invalidity, ineffectiveness, or inapplicability of one provision, the validity of the remaining provisions shall not be affected.

15.5. The Contract, including the Terms, can be changed or amended in writing only, including electronic means.