LICENSOR (EXCLUSIVE SOFTWARE OWNER) BETTER, D.O.O., (Štukljeva cesta 48, 1000 Ljubljana, SLOVENIA, Registration no. 850504700) (hereinafter: Better) IS WILLING TO LICENSE SOFTWARE FOR BETTER PLATFORM SANDBOX ENVIRONMENT TO END USER ONLY UPON THE CONDITION THAT END USER ACCEPTS ALL OF THE TERMS CONTAINED IN THERE TERMS AND CONDITIONS. END USER SHALL READ THE TERMS AND CONDITIONS OF THIS LICENSE CAREFULLY BEFORE LICENSE KEY IS GENERATED. ONCE THE LICENSE KEY IS GENERATED AND DISTRIBUTED TO END USER, END USER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF END USER IS NOT WILLING TO BE BOUND BY THIS AGREEMENT, END USER SHALL NOT BE PERMITTED TO USE TO THE SOFTWARE.
1. License to Use: End User is granted a free-to-use, non-exclusive, nontransferable license for the use of the Better Platform Sandbox Environment (“Platform”) together with accompanying documentation, solely for testing and educational purposes. Platform is provided for non-production purposes only. No use of the Platform is permitted for any commercial or production purpose, including but not limited the use for any consulting project, any development project, any project to train third parties, or to develop any application. End User may not assign this Agreement without the prior written consent of Better. Better may assign this Agreement to any party at any time without notice.
2. Support: The Company may provide limited support for the Platform, but such support is not guaranteed. The Company is not responsible for providing any support for any third-party software or hardware that may be necessary to use the Platform.
3. Publications: Publication of all related material to the Software, notably results of performance tests and other benchmarking procedures, require Better’s prior written consent. Licensor is always entitled to at its sole discretion refuse its consent, which shall not be unreasonable withheld.
4. Title and rights: This Agreement does not assign to End User any copyright or other title to the Software by way of patent, trade secret, or otherwise. End user is permitted to use the Software logo for the purposes of publications, presentations, web appearances and correspondence. Better is permitted to use the End User’s name and logo for purposes of the Software reference implementations. The Platform and all intellectual property rights therein are the property of Better. End User acknowledges that Better retains all right, title, and interest in and to the Platform, including all copyrights, trademarks, trade secrets, patents, and other intellectual property rights.
5. Feedback: End User may provide feedback to Better regarding the Platform. End User agrees that Better may use, modify, and incorporate End User’s feedback into the Platform without any obligation to compensate End User.
6. Data: The Platform may host data that is not intended for production use. No real patient data may be used. Better is not responsible for the accuracy, completeness, or reliability of any data hosted on the Platform. End User is solely responsible for the data uploaded to the Platform.
7. Restrictions: End User may not copy, modify, distribute, reverse engineer, decrypt, extract, decompile, or disassemble the Platform. End User may not use the Platform to create a product that competes with Better’s products or services. End User may not use the Platform for any illegal or unauthorized purpose. Platform is copyrighted and title to all copies is at all times retained by Better. End User shall not make copies of Software.
8. Reviews: Better and End User may conduct reviews together to improve the cooperation. End User shall prepare a curriculum overview of Software users with at least following information: user organizations (departments, organizational units), general field of Software use and staff using the Software (title).
9. Confidentiality: Software is confidential and proprietary information of Licensor. End User agrees to take adequate steps to protect Software from unauthorized disclosure or use.
10. Limited warranty: Better warrants that the Software contains the features described in the accompanying documentation. Otherwise, the Software is provided “AS IS”. This limited warranty extends only to End User as the original licensee.
11. Disclaimer of warranty: Except as specified in this license, all express or implied conditions, representations, and warranties, including any implied warranty of merchantability fitness for a particular purpose or non-infringement, are hereby excluded to the extent allowed by applicable law.
12. Limitation of Liability: IN NO EVENT WILL BETTER BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE PLATFORM. IN NO EVENT SHALL BETTER’S LIABILITY TO END USER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE LICENSE FEE PAID BY END USER FOR PLATFORM.
13. Indemnification: End User agrees to indemnify, defend, and hold harmless Better and its officers, directors, employees, and agents from any claims, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to End User’s use of the Platform or End User’s breach of this Terms and Conditions of Use.
14. Termination: This License is effective until terminated. End User may terminate this License at any time during effective period by destroying all copies of Software including any documentation and by notifying Better. This License will terminate immediately without notice if End User fails to comply with any provision of this License. Better may terminate the contract at its sole discretion with 30 days notice in advance.
15. Independent Contractor: End User is an independent contractor and nothing in this Agreement shall be construed to create an employment, agency, or partnership relationship between End User and Better. End User’s use of the Platform shall not be construed as an endorsement or sponsorship of End User’s business, products, or services by Better.
16. Brand Protection: End User agrees not to engage in any activities that may harm Better’s reputation or goodwill, including but not limited to the unauthorized use of Better’s Trademarks or other branding. End User agrees to cooperate with Better in protecting its Trademarks and other branding.
17. Compliance with Laws: End User agrees to comply with all applicable laws, rules, and regulations in connection with End User’s use of the Platform, including but not limited to laws related to data privacy and security.
18. Governing Law: This Agreement is made under, shall be governed by, and construed in accordance with the laws of the Republic of Slovenia, excluding its choice of law provisions.
19. Severability: If any of the above provisions are held to be in violation of applicable law, void, or unenforceable in Slovenian jurisdiction, then such provisions are herewith waived to the extent necessary for the License to be otherwise enforceable.
20. Entire Agreement: This Agreement is the entire agreement between End User and Better relating to the Software.
21. Provisions Change: Better explicitly reserves the right, at its sole discretion, to modify or replace this Agreement at any time by posting a revised version on the Platform or by sending an End User a notice via email. If a revision is material, Better will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Better`s sole discretion. End User’s continued use of the Platform after any such amendment constitutes End User’s acceptance of the revised Agreement.
22. Acknowledgment: END USER ACKNOWLEDGES THAT END USER HAS READ THIS AGREEMENT, UNDERSTAND IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. END USER FURTHER AGREES THAT THIS AGREEMENT IS ENFORCEABLE AS A WRITTEN CONTRACT SIGNED BY END USER.
23. Electronic Signature: End User’s electronic signature, whether through clicking “I agree” or similar electronic acceptance, shall have the same legal force and effect as a written signature.
