End User License Agreement

1. Introduction and Acceptance of Terms

This End User License Agreement ("Agreement") constitutes a legally binding contract between you ("the User," "you," or "your") and Almarise Entity identified below ("Almarise", "we," "our," or "us"), governing your installation, access, and use of any software, application, or related service provided by Almarise ("the Software" or "Products"). This Agreement applies to all associated Documentation, updates, enhancements, or related services provided by Almarise.

By installing, accessing, or using the Software, you confirm that you have read, understood, and agree to comply with all terms and conditions outlined in this Agreement. This Agreement governs your use of the Software, including any subsequent updates, modifications, or enhancements provided by Almarise.

If you do not agree with any part of this Agreement, you are prohibited from installing, accessing, or using the Software. Continued use of the Software constitutes ongoing acceptance of these terms, and it is your responsibility to regularly review this Agreement for updates or modifications. Almarise reserves the right to modify this Agreement at any time, with changes effective immediately upon posting the revised Agreement.

By accepting this Agreement, you acknowledge that you are entering a legally binding relationship with Almarise. If you are agreeing to this Agreement on behalf of an organization, you represent that you have the authority to bind the organization to these terms.

We sell our Products through two affiliated entities (each an “Almarise Entity”): 

2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

• "Agreement" refers to this End User License Agreement, including any future amendments or updates issued by Almarise.

• "Almarise" refers to Licensor, its affiliates, subsidiaries, and any authorized licensors or partners involved in providing the Software.

• "Software" means any of the above listed apps, including any related services, associated documentation, updates, enhancements, or modifications made available to you by Almarise under this Agreement.

• "User", "You", or "Your" refers to the individual or entity who installs, accesses, or uses the Software and agrees to be bound by the terms of this Agreement.

• "Documentation" means any written or electronic guides, manuals, instructions, or information provided by Almarise that relate to the Software’s use, functionality, or maintenance.

• "Updates" refers to any patches, bug fixes, enhancements, or modifications to the Software that Almarise may provide from time to time.

• "Intellectual Property Rights" refers to any and all rights related to patents, copyrights, trademarks, trade secrets, or other proprietary rights, whether registered or unregistered, that exist in connection with the Software.

• "License" refers to the limited, non-exclusive, non-transferable rights granted to you by Almarise to install and use the Software as outlined in this Agreement.

3. License Grant and Scope

Subject to your full compliance with all terms and conditions set forth in this Agreement, Almarise hereby grants you a limited, non-exclusive, non-transferable, and non-sublicensable license to install, access, and use the Software, including any associated Documentation, solely for your internal business purposes. This license is granted strictly for lawful use within the parameters defined in this Agreement and is not intended for resale, redistribution, or any form of commercial exploitation beyond the scope explicitly authorized herein.

Scope of License

• Authorized Users: The license permits use only by employees, contractors, or agents within your organization who agree to be bound by this Agreement ("Authorized Users"). You are responsible for ensuring compliance with this Agreement by all Authorized Users and may not exceed any usage limitations specified in the Documentation or licensing terms.

• Installation and Use: The Software may be installed on devices owned or controlled by you, limited to the scope specified in the Documentation. The license grants use strictly for internal business operations and prohibits use for any external service bureau, outsourcing, or commercial purposes outside your organization.

• Backup Copies: You are permitted to create one (1) backup copy of the Software solely for disaster recovery purposes. The backup must remain in your possession and may not be used concurrently with the primary installation.

Permitted and Limited Use

• Internal Business Purposes Only: Your use of the Software must be restricted to internal business needs within the limits of functionality outlined in the Documentation. You may only use the Software to access or process data you are authorized to use and for which your organization holds all necessary rights.

• Compliance with License Terms: You agree to use the Software in accordance with all restrictions specified in this Agreement and the Documentation, including those based on the number of users, data volume, geographic location, and system environment.

Privacy and Data Protection

Almarise collects, stores, and processes user data in accordance with our Privacy Policy and, where applicable, a Data Processing Agreement (DPA). If you or your organization require data processing terms that meet specific regulatory standards (e.g., GDPR), please review and sign our DPA, which outlines our obligations and commitments to data protection.

Prohibited Actions and Restrictions

Except as otherwise expressly permitted in this Agreement, you will not:

1. Modify or Create Derivative Works: Alter, adapt, or develop derivative works of the Software.

2. Access Source Code or Reverse Engineer: Attempt to access, derive, or alter the source code of the Software.

3. Distribute, Transfer, or Resell: Make the Software or Documentation available to third parties without prior written consent from Almarise.

4. Circumvent Security Mechanisms: Attempt to bypass license keys, access limits, or other technical protections within the Software.

Ownership and Reservation of Rights

The Software, Documentation, and all related materials, including any and all copies, modifications, and derivative works, are licensed to you, not sold. Almarise and its licensors retain all rights, title, and interest in and to the Software and Documentation, including all associated Intellectual Property Rights. No ownership or title in the Software or any intellectual property associated with it is transferred to you under this Agreement.

You acknowledge that all proprietary rights in and to the Software, including all Intellectual Property Rights, trade secrets, and proprietary methods, are and shall remain the exclusive property of Almarise. Except for the limited rights explicitly granted herein, no other rights, licenses, or privileges are granted to you, whether by implication, estoppel, or otherwise. Almarise reserves all rights not expressly granted.

License Term and Expiration

This License is granted for the period specified in the applicable purchasing or licensing terms, and it is subject to immediate termination if you fail to comply with any terms of this Agreement. Upon expiration or termination of this License, you must cease all use of the Software immediately and delete all copies, including backup copies, from all systems under your control.

Automatic Updates and Maintenance

Almarise may provide automatic updates, upgrades, or enhancements to the Software to ensure performance, security, or compatibility. Such updates may be installed without prior notice and may temporarily affect Software availability. Almarise will endeavor to notify users of scheduled maintenance windows in advance whenever feasible. Users acknowledge that automatic updates are necessary to maintain the integrity of the Software and agree to permit such updates as part of the license granted herein.

Availability

Almarise aims to provide consistent access to the Software and will make reasonable efforts to minimize downtime. 

Restrictions on Use

This section outlines specific actions that are strictly prohibited in connection with the Software to protect Almarise’s rights and ensure the integrity, security, and lawful use of the Software. You agree that, unless expressly permitted in this Agreement or by applicable law, you will not:

1. Modification and Derivative Works: Modify, alter, adapt, create derivative works of, or publicly display any part of the Software or Documentation. Any attempt to do so without Almarise’s prior written consent is strictly prohibited and may result in immediate termination of this Agreement.

2. Reverse Engineering, Decompilation, and Source Code Access: Decompile, reverse engineer, disassemble, or otherwise attempt to access or derive the source code, structure, algorithms, file formats, or non-public APIs of the Software, except to the extent that such activity is expressly permitted by applicable law, notwithstanding this limitation. Unauthorized attempts to access the source code or modify the Software’s core functionality are strictly forbidden.

3. Unauthorized Reproduction and Distribution: Copy, distribute, transmit, publish, or otherwise make the Software or Documentation available to third parties, in whole or in part, except as expressly permitted in this Agreement or with Almarise's prior written authorization.

4. Resale, Rental, and Commercial Exploitation: Rent, lease, lend, sublicense, sell, or otherwise commercially exploit the Software or Documentation outside of your internal business use. This includes providing access to or using the Software for the benefit of any third party, incorporating the Software into a product or service you provide to a third party, or otherwise distributing it beyond your organization’s authorized use.

5. Use with Unauthorized Applications or Environments: Integrate, interface, or use the Software with unauthorized third-party applications, software, hardware, or systems that are not verified or supported by Almarise. Use of the Software in conjunction with unapproved systems may impair functionality, compromise security, and is at your own risk.

6. License Key Interference and Circumvention: Interfere with any license key mechanism in the Software or otherwise circumvent mechanisms intended to limit your use, including technical limitations or restrictions incorporated in the Software. You agree not to bypass or attempt to bypass any measures Almarise has implemented to protect its intellectual property and maintain software integrity, including mechanisms designed to restrict use to licensed copies or authorized environments.

7. Prohibited Content and Conduct: As a condition of your use of the Software, you represent, warrant, and agree that you will not:

   • Infringe Rights: Use the Software in a way that infringes upon the intellectual property or proprietary rights, or rights of publicity or privacy, of any third party.
   • Violate Laws: Use the Software to violate any applicable law, statute, ordinance, or regulation.
   • Disseminate Harmful or Illegal Content: Transfer or store information or materials in any form (“Content”) that are harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that otherwise violate any law or rights of any third party.
   • Transmit Malicious Code: Distribute or transmit software viruses, malware, or other code intended to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment, or to compromise the security of any computer network.
   • Engage in Unauthorized Processes: Run Maillist, Listserv, bots, robots, auto-responders, “spam,” or other automated processes that run or activate while you are not logged in, or that interfere with the operation of the Software or third-party networks.

8. Proprietary Notices: Remove, obscure, or alter any proprietary notices or labels contained in or associated with the Software or Documentation. You agree to preserve all copyright, trademark, and other proprietary notices in their original form on all copies or partial copies of the Software.

9. Public Dissemination of Performance Information: Publicly disclose or disseminate information regarding the performance or reliability of the Software, except as explicitly authorized by Almarise. This includes but is not limited to performance benchmarks, testing results, or similar information shared publicly or with third parties.

10. No Implied Rights: This Agreement does not grant you any rights to the Software beyond those expressly and unambiguously granted. Almarise and its licensors reserve all rights, title, and interest in and to the Software not explicitly granted to you in this Agreement.

Responsibility for Content

You, not Almarise, are solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using or in connection with the Software. You acknowledge that accessing any Content through the Software is at your own risk, and you will be solely responsible for any resulting damage or liability to any party.

Consequences of Breach

Any violation of the restrictions outlined in this section may result in the immediate suspension or termination of this Agreement, without refund or recourse. Almarise reserves the right to take any appropriate legal action against you or your organization for any unauthorized use or misuse of the Software, including pursuing damages, injunctive relief, or other available remedies under applicable law.

4. Ownership and Intellectual Property Rights

All rights, title, and interest in and to the Software, including without limitation all copyrights, trademarks, trade secrets, patents, and other intellectual property rights, are and shall remain the exclusive property of Almarise and its licensors. The Software and any associated Documentation are licensed to you, not sold. You acknowledge and agree that the license provided under this Agreement grants you limited rights to use the Software as specified herein, and does not transfer any ownership or intellectual property rights to you.

Intellectual Property and Proprietary Rights

• Retention of Rights: Almarise and its licensors retain all rights, title, and interest in and to the Software and any related intellectual property. This includes all associated Documentation, software modifications, upgrades, updates, and enhancements, whether developed by Almarise or by third-party providers. Nothing in this Agreement shall be construed to grant you any ownership interest in the Software or associated intellectual property rights beyond the limited license provided.

• Protection of Proprietary Information: The Software may contain proprietary information, algorithms, and other confidential trade secrets owned by Almarise. You agree not to disclose, transfer, or provide access to any proprietary information to any third party without Almarise’s prior written consent. Any unauthorized disclosure or use of such proprietary information is a material breach of this Agreement and may result in the immediate termination of your license.

• Feedback and Suggestions: Any feedback, suggestions, or ideas you provide regarding the Software or Documentation ("Feedback") shall become the exclusive property of Almarise. By providing Feedback, you hereby assign all rights, title, and interest in such Feedback to Almarise, and agree that Almarise may use, modify, and incorporate the Feedback without any restriction, obligation, or compensation to you.

Marketing and Promotional Use

By entering into this Agreement, you grant Almarise a non-exclusive, royalty-free, worldwide right to use your name, trademark, logo, or similar identifying material (“Your Marks”) for the limited purpose of listing you as a customer on Almarise’s website and in other promotional or marketing materials related to the Software. This includes using Your Marks in presentations, case studies, and other publicly available materials where Almarise showcases its customer portfolio.

Additionally, you grant Almarise the right to send you promotional materials and communications via email regarding updates, enhancements, or new offerings related to the Software and other Almarise products or services.

Opt-Out

If you prefer not to have Your Marks used in promotional materials or to receive promotional communications, you may opt-out by providing written notice to Almarise. Upon receipt of your written request, Almarise will, within thirty (30) days, cease using Your Marks in future promotional materials and will remove Your Marks from any public customer listings on its website. You will also be removed from any email lists for promotional materials.

Trademarks

All trademarks, service marks, logos, and trade names associated with the Software, whether registered or unregistered, are the exclusive property of Almarise or its licensors. This Agreement does not grant you any rights to use any of Almarise’s trademarks, logos, or trade names, whether for commercial or non-commercial purposes, without prior written permission from Almarise.

Reservation of Rights

Except for the limited license explicitly granted under this Agreement, Almarise reserves all rights, title, and interest in and to the Software, including all associated intellectual property rights. No implied licenses are granted to you under this Agreement, and any rights not expressly granted herein are retained by Almarise.

Third-Party Components

The Software may include components, libraries, or other materials provided by third-party licensors. Such third-party components may be subject to additional terms and conditions, and Almarise will inform you of any such terms in the Documentation or accompanying materials. Your use of third-party components is subject to compliance with these additional terms, and Almarise disclaims any liability for third-party materials included in the Software.

5. Limitation of Liability

To the fullest extent permitted by applicable law, Almarise and its affiliates, licensors, and suppliers shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, or any loss of profits, goodwill, use, data, or other intangible losses incurred by you or any third party, whether in an action in contract, tort (including negligence), strict liability, or otherwise, arising out of or in connection with this Agreement or your use of, or inability to use, the Software, even if Almarise has been advised of the possibility of such damages.

Almarise specifically disclaims any liability for issues resulting from:

1. Content Uploaded by Users: Almarise is not responsible for user-uploaded content or any potential impact this content may have on the Software.
2. Third-Party Interactions: Almarise is not liable for any interaction or integration with third-party services, software, or systems, including any resulting damages or compatibility issues.
3. User Modifications: Almarise does not provide support, warranty, or assume liability for any modifications or customizations made by users, which are done at the user's risk.

Limitation of Direct Damages

In the event that Almarise is found liable for any damages arising out of or in connection with this Agreement, your sole and exclusive remedy will be limited to the actual, direct damages incurred by you, up to an amount equal to the total fees paid by you to Almarise for the Software during the twelve (12) months immediately preceding the claim. This limitation applies regardless of the form of action, whether in contract, tort, strict liability, or otherwise.

Warranties and Disclaimers

The Software is provided “as-is” and without any express or implied warranties. Almarise disclaims all warranties, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Almarise does not guarantee that the Software will be uninterrupted, error-free, or meet your requirements, nor that all defects will be corrected.

Software Security Disclaimer

Almarise will employ commercially reasonable security measures, such as encryption and regular assessments, to protect the Software from unauthorized access or vulnerabilities. However, Almarise does not guarantee that the Software will be entirely free of security issues, and users are responsible for implementing additional safeguards.

Force Majeure

Almarise shall not be liable for any failure or delay in fulfilling its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to natural disasters, government actions, war, terrorism, strikes, pandemics, or utility failures. If such an event occurs, Almarise will make reasonable efforts to notify you and resume performance as soon as feasible. The time for performance will be extended for a period equal to the duration of the Force Majeure event.

6. Termination

This Agreement and the license granted herein shall remain in effect until terminated as set forth below. Upon termination, all rights granted to you under this Agreement will immediately cease, and you must comply with all termination requirements specified in this section.

Termination by Almarise

Almarise may terminate this Agreement and your license to use the Software immediately, without prior notice, if:

1. Breach of Agreement: You violate any terms or conditions of this Agreement, including but not limited to unauthorized use, distribution, or modification of the Software or Documentation.

2. Failure to Pay Fees: You fail to pay any fees due for the Software or any related services as required by your licensing agreement or payment terms.

3. Legal Requirements: Almarise is required to terminate this Agreement to comply with applicable law, regulation, or any governmental or court order.

4. Security or Fraud Concerns: Almarise determines, in its sole discretion, that your use of the Software poses a security risk, engages in fraudulent activity, or threatens the integrity or performance of the Software or associated systems.

Termination by You

You may terminate this Agreement at any time by ceasing all use of the Software and deleting all copies of the Software and associated Documentation from your systems.

Effect of Termination

Upon termination of this Agreement for any reason:

• Cessation of Use: You must immediately cease all access to and use of the Software and Documentation.

• Deletion of Software: You must delete all copies of the Software and Documentation from all devices, servers, and backup storage under your control. Upon request, you shall provide written confirmation to Almarise that all copies have been deleted.

• Outstanding Fees: Termination of this Agreement does not relieve you of any payment obligations for fees incurred prior to termination. You are responsible for all unpaid fees and charges through the effective date of termination.

• No Refunds: Unless otherwise specified in a separate agreement, no refunds or credits will be provided for any fees paid prior to termination.

Survival of Terms

The following sections of this Agreement will survive termination: Ownership and Intellectual Property Rights, Limitation of Liability, Indemnification (if applicable), Governing Law and Dispute Resolution, and any other provisions that, by their nature, are intended to survive termination or expiration.

Reinstatement

If your license has been terminated by Almarise due to non-payment or minor breaches of this Agreement, Almarise may, at its sole discretion, reinstate your license upon payment of all outstanding fees and compliance with any reinstatement conditions specified by Almarise. Reinstatement is not guaranteed and may be subject to additional terms.

7. Indemnification

You agree to indemnify, defend, and hold harmless Almarise, its affiliates, licensors, and employees from any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorney fees and costs) arising out of or related to:

1. Misuse of the Software: Any unauthorized use, distribution, or modification of the Software that violates the terms of this Agreement or applicable law.

2. Violation of Third-Party Rights: Any claim that your use of the Software infringes upon or misappropriates the intellectual property rights, privacy rights, or other proprietary rights of a third party.

3. Breach of Agreement: Any breach of this Agreement, including but not limited to the warranties, representations, and obligations outlined herein.

4. Data or Security Incidents: Any claims arising from your failure to secure access credentials, protect user data, or maintain necessary security measures for content and data processed through the Software.

Defense of Claims

Almarise reserves the right to assume exclusive control of the defense of any indemnified claim at your expense. You agree to fully cooperate with Almarise in defending or settling the claim, and you shall not settle any claim without Almarise's prior written consent. This indemnification obligation shall survive the termination of this Agreement.

8. Governing Law and Dispute Resolution

This section outlines the governing law applicable to this Agreement and the mechanisms available to resolve any disputes that may arise between you and Almarise.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Poland, without regard to its conflict of law principles. You agree that any disputes arising out of or relating to this Agreement, the Software, or your use of the Software shall be subject to the exclusive jurisdiction of the courts located in Warsaw, Poland. By entering into this Agreement, you hereby waive any objections to such jurisdiction and venue, including objections based on convenience.

Dispute Resolution

1. Informal Resolution: Before initiating any formal legal action, both parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement or the Software through informal negotiation. Either party may initiate such negotiations by providing written notice to the other party detailing the nature of the dispute and proposed resolution. Both parties agree to engage in good faith negotiations for at least thirty (30) days before pursuing further legal remedies.

2. Mediation (Optional): If informal resolution efforts are unsuccessful, the parties may agree to attempt to resolve the dispute through mediation before proceeding to court. The mediation process shall be conducted by a neutral mediator mutually agreed upon by both parties. Mediation will take place in [Specify Location], and each party shall bear its own costs for the mediation, unless otherwise agreed.

3. Legal Proceedings: If informal negotiations and, if applicable, mediation do not resolve the dispute, either party may pursue formal legal proceedings in the courts of [Specify Jurisdiction]. Both parties expressly waive any rights to a jury trial, where applicable.

4. Injunctive Relief: Notwithstanding any provision to the contrary in this section, Almarise reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or proprietary information from unauthorized use or disclosure.

Limitation on Claims

Any claim or cause of action arising out of or related to this Agreement or the Software must be filed within one (1) year after the cause of action arises, or it shall be forever barred. This limitation period applies regardless of any statute of limitations or other legal provisions.

9. Entire Agreement and Severability

This Agreement constitutes the entire agreement between you and Almarise regarding the Software and supersedes all prior or contemporaneous agreements, communications, and understandings related to its subject matter. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

10. Contact Information

Almarise Robert Dzido S.K.A 

Email: privacy@almarise.com
Address: Owalna 43,  05-420 Józefów, Poland

Phone: +48 (22) 354 63 13