Software End-User License Agreement


Copyright © 2021 Archroma. Users of this site agree to be bound by Archroma’s Web Site Rules and Regulations.


Archroma Management GmbH, its subsidiaries, and affiliates (“Archroma”) requires that all visitors and customers to our website(s) (“Site”) agrees and comply with our rules and regulations. By accessing our Site, you have accepted our terms and conditions as follow:



If you receive a QTX file or use Archroma Software, you agree to be bound by the following Software End-User License Agreement. If you do not agree to the terms of this Agreement, you are not permitted to install, copy, distribute, disseminate, or use the Digital Goods. You are to delete the QTX file or use Archroma Software immediately.


Definitions


Definition of website

A “website” is defined as a single domain, excluding sub-domains, that operates as a single entity. What constitutes a single entity shall be at the sole discretion of Archroma.


Definition of Source Code

The “Source Code” is defined as all or any part of the machine-readable code (including transcriptions or other representations thereof, in tangible or intangible form and on any media whatsoever, not limited to contents of all HTML, CSS, XML, JavaScript, QTX and/or PHP) uncompiled code regardless of format, or other instruction set, the totality of which permits operation of the Licensed Software.


Definition of Digital Goods

The “Digital Goods” is defined as but not limited to QTX files, Software, Program Outputs, Client application, Mobile application.


Definition of Authorized Users

“Authorized Users” are individuals or single entities that have been licensed to use the Digital Goods according to this Agreement.





This End-User License Agreement (the “Agreement”) is a binding legal agreement between you (either an individual or a single entity) (“Authorized Users”) and Archroma. By downloading, installing, or using Archroma’s “Digital Goods”, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you are not permitted to install, copy, distribute, disseminate, or use the Digital Goods. This license Agreement supersedes any prior proposal, representation, or understanding between the parties.


The Digital Goods is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Digital Goods is licensed, not sold.



Grant of License


Installation and Use

This Agreement grants a non-transferable license for the Authorized User(s) to download/use, install and use the Digital Goods. Additional Digital Goods licenses must be purchased in order for additional users to be authorized to install and use the Digital Goods. Archroma reserves the right to determine whether use of the Digital Goods qualifies under this Agreement. Archroma owns all rights, title, and interest to the Digital Goods (including all intellectual property rights) and reserves all rights to the Digital Goods that are not expressly granted in this Agreement.


Data and Backup Copies

You may make unaltered copies of the Digital Goods as may be necessary strictly for backup purposes only. Backup copies cannot be used in any way shape or form other than for storage. You shall ensure that any third party providing this backup services shall abide and agree to the terms and conditions of this Agreement and you are responsible for all security measures to protect these backups, failing which you shall be held liable for all lost and damages suffered by Archroma.


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Description of Other Rights and Limitations


Maintenance of Copyright Notices

You must not remove or alter any branding or copyright notices on any and all copies of the Digital Goods.


Distribution

You may not sell, assign, license, disclose, distribute, or otherwise transfer or make available the Digital Goods or its Source Code, in whole or in part, in any form to any third parties.


Prohibition on Reverse Engineering, Decompilation, and Disassembly

You may not reverse engineer, decompile, or disassemble the Digital Goods or its Source Code.


Rental

You may not rent, lease, or lend the Digital Goods.


Support Services

Archroma may or may not provide you with support services related to the Digital Goods (“Support Services”). Any supplemental software code provided to you as part of the Support Services shall be considered part of the Digital Goods and subject to the terms and conditions of this Agreement.


Compliance with Applicable Laws

You must comply with all applicable laws regarding use of the Digital Goods.


Valid Licensed Email Address

You must maintain the email address used to purchase your license for the Digital Goods (see Termination-> Active Administrator section below).


Customer Feedback

Archroma may use Authorized User feedback for product improvements. Ownership of the revised Digital Goods is held by Archroma.


Modification of Licensed Digital Goods

In no event shall Authorized User develop any software or enterprise equivalent to the Licensed Digital Goods or to accept employment by or affiliation with any such enterprises. Authorized User agrees not to design around the Licensed Digital Goods.


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Copyright


All title, including but not limited to copyrights, in and to the Digital Goods and any copies thereof are owned by Archroma. All title and intellectual property rights in and to the content which may be accessed through use of the Digital Goods is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants you no rights to use such content. All rights not expressly granted are reserved by Archroma.


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Termination


General Terms of Termination

You may use the Digital Goods under this Agreement until either party terminates this Agreement as set forth in this section. Either party may terminate the Agreement at any time, upon 90 days written notice to the other party. Upon termination, all licenses granted to you will terminate, and you will immediately uninstall, destroy all files including data copies and backup copies, and cease all use of the Digital Goods. Sections below entitled “No Warranties,” “Indemnification,” and “Limitation of Liability” will survive any termination of this Agreement.


License Violation Termination

In the event of license termination due to violation of the Agreement, all terms of the General Terms of Termination section will remain in force with the additional measure that all satisfaction guarantees, written or implied, are nullified.


Active Administrator

In order to keep your license in good standing you must maintain the valid email address used to register for the Digital Goods license. If that email address becomes invalid or if we are unable to contact you via the email address registered to your license for a period longer than 14 days, we reserve the right to terminate your license due to invalid or inactive administrator on the licensed domain.


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No Warranties


Archroma expressly disclaims any warranty for the Digital Goods. The Digital Goods is provided “as is” without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, no infringement, or fitness of a particular purpose. Archroma does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the Digital Goods. You assume all risk associated with the quality, performance, installation and use of the Digital Goods, including, but not limited to, the risks of program errors, damage to equipment, loss of data or software programs, or unavailability or interruption of operations. You are solely responsible for determining the appropriateness of the use of the Digital Goods and assume all risks associated with its use. You are responsible for notifying Archroma in the event of a security breach and/or data loss. Archroma further expressly disclaims any warranty or representation to Authorized Users or to any third party.


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Indemnification


By accepting the Agreement, you agree to indemnify and otherwise hold harmless Archroma, its officers, employers, agents, subsidiaries, affiliates and other partners from any direct, indirect, incidental, special, consequential or exemplary damages arising out of, relating to, or resulting from your use of the Digital Goods or any other matter relating to the Digital Goods.


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Limitation of Liability


In no event shall Archroma be liable for any damages (including, without limitation, lost profits, business interruption, or lost information) rising out of “Authorized Users” use of or inability to use the Digital Goods, even if Archroma has been advised of the possibility of such damages. In no event will Company be liable for loss of data or for indirect, special, incidental, consequential (including lost profit), or other damages based in contract, tort or otherwise. Archroma shall have no liability with respect to the content of the Digital Goods or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information. Some jurisdictions do not allow the exclusion of the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you. In no event will Archroma’s total cumulative damages exceed the fees you paid to the Company under this Agreement in the most recent twelve-month period.


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Changes to the Agreement


We may revise these Terms from time to time, with the most current version will always be at Archroma’s website. By continuing to access or use Archroma’s Digital Goods after revisions become effective, you agree to be bound by the revised Agreement.


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QTX Import Disclaimer


The Services and functionality of QTX import and upload services provided by Archroma software services is to facilitate functionality of the Digital Goods. Upon uploading any/all miscellaneous files within Archroma’s Digital Goods, the Authorized User of the software takes and holds all responsibility to the files therein; Archroma cannot be held responsible for the misuse and or contents of the aforementioned file.


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Support


If applicable to the Authorized User, Archroma shall, during the terms of use, provide the Authorized User with Support in accordance to the support terms and conditions set forth in the Support section. The Authorized User agrees to: Notify Archroma through a Contact Us or emailing the applicable Customer Service office with specific details regarding the Software problem. Authorized User also shall cooperate with Archroma in providing all relevant information and implement any corrective procedures that Archroma requires to provide Support. Archroma will have no obligation to provide support for problems caused by or arising out of, modifications/changes by Authorized User to the software or use of the software not in accordance with this Software License Agreement.


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Warranty


THE INFORMATION CONTAINED HEREIN IS PROVIDED “AS IS.” ARCHROMA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE INFORMATION’S ACCURACY, ADEQUACY, SUFFICIENCY OR FREEDOM FROM DEFECT AND ASSUMES NO LIABILITY IN CONNECTION WITH ANY USE OF THIS INFORMATION. NO EXPRESS OR IMPLIED WARRANTY IS MADE OF THE MERCHANTABILITY, UITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE OF ANY PRODUCT OR SERVICE. CERTAIN COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES, SO THIS DISCLAIMER MAY NOT APPLY TO YOU. ANY USER OF THIS SERVICE IS RESPONSIBLE FOR DETERMINING THE SUITABILITY OF ARCHROMA’S PRODUCTS FOR ITS PARTICULAR APPLICATION. NOTHING INCLUDED IN THIS INFORMATION WAIVES ANY OF ARCHROMA’S GENERAL TERMS AND CONDITIONS OF SALE, WHICH CONTROL UNLESS IT AGREES OTHERWISE IN WRITING. DUE TO POSSIBLE CHANGES IN OUR PRODUCTS AND APPLICABLE NATIONAL AND INTERNATIONAL REGULATIONS AND LAWS, THE STATUS OF OUR PRODUCTS COULD CHANGE.


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Confidentiality


“Confidential Information” shall include any information not generally known in the relevant trade or industry which was discovered, developed, conceived, originated or prepared by Archroma or the Authorized User. Confidential information may fall in any of the following categories: (i) information related to trade secrets, (ii) information relating to existing or contemplated products, services, technology, designs, processes, formulae, and research or development, (iii) information relating to business plans, sales or marketing methods and methods of doing business and (iv) any other confidential information which Archroma or the Authorized User may wish to protect by patent, copyright, or by keeping said information secret and confidential. The receiving party, on its behalf, and on behalf of its parents, subsidiaries, affiliates and employees acknowledges that any such confidential information or secrets received from the disclosing shall not be disclosed in any form to any other party or entity, except as required by applicable law. The receiving party will keep confidential and refrain from disclosing any and all confidential information, technical information, know-how, and inventions, disclosed to the receiving party under this Agreement, except when, after and to the extent that the information, know-how and inventions become generally known to the public through no action of the receiving party, or were known to the receiving party prior to receipt of them from the disclosing party, and that fact is evidenced by records in the receiving party’s possession prior to the time in question unless such disclosure is covered by confidentiality agreement between the Authorized User and its employees, contractors, affiliates, subsidiaries, agents and suppliers.


In addition to other restrictions set for in this Agreement, the Authorized user shall not sell, transfer, publish, disclose, display, or otherwise make available to others any portion of the Digital Goods or any materials, documentation or technical information relating to the Digital Goods, including any related materials, documentation, or technical information which discloses any portion of or describes the Digital Goods. Any and all such information of Archroma by Archroma to the Authorized User shall be deemed proprietary and confidential information of Archroma. The Authorized user agrees to hold the Digital Goods in strict confidence and secure and protect it in a manner consistent with the maintenance of Archroma’s ownership and proprietary rights therein and to take appropriate action by instruction or agreement with its employees who are permitted to access to the Digital Goods to satisfy its obligations hereunder. The Authorized user shall use its best efforts to assist Archroma in identifying and preventing any unauthorized use, copying or disclosure of the Digital Goods o any portions thereof or any of the algorithms, logic or object of source code contained therein.


Without limitation of the foregoing, the Authorized User shall advise Archroma immediately in the event the Authorized User learns or has reason to believe that any person to whom the Authorized user has given access to the Digital Goods, o any portion thereof, has violated or intends to violet the terms of this Agreement, and the Authorized User, at the Authorized user’s expense, cooperate with Licensor in seeking injunctive or other relief in the name of the Authorized User or Archroma against any such person.


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Applicable Law and Jurisdiction


All sales contracts are governed by substantive Swiss law excluding the Vienna Convention on the International Sale of Goods (CISG). Both parties expressly submit to the exclusive jurisdiction of the courts of the Basel, Switzerland.


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General Copyright Notice. © 2021 Archroma. All rights Reserved.