PharosN engine Software License Agreement

IMPORTANT INFORMATION

THE SOFTWARE IS LICENSED AS A SERVICE, NOT SOLD.  USE OF THIS SOFTWARE IS SUBJECT TO LICENSE RESTRICTIONS. CAREFULLY READ THIS LICENSE AGREEMENT BEFORE SUBSCRIBING and USING THE SOFTWARE. SUBSCRIBING, RUNNING and USING OF SOFTWARE INDICATES COMPLETE AND UNCONDITIONAL ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. ANY ADDITIONAL OR DIFFERENT SERVICE SUBSCRIPTION TERMS AND CONDITIONS SHALL NOT APPLY.

LICENSE AGREEMENT for PharosN Engine Software ("Agreement or LA")

 20.05.2018

This is a legal agreement concerning the use of Software (as defined in Section 1) between you, representing the Organization acquiring the license (“Organization”), and company GOLEM - Gesellschaft für integrierte mikroelektronische Komplettlösungen GmbH, Vienna, Austria further referred as “Provider”.

The Software becomes available to you as service being delivered electronically after you or some other Member of your Virtual Organization (VOrg) registered at PharosN portal subscribes and pays and agrees to the Terms of Services provided at PharosN Portal and to the Terms of this License Agreement (LA). The Software Services can be subscribed at PharosN Portal only located at domains pharosnavigator.com or win2biz.com which are run by Provider and can be provided only to your VOrgs. The services can used in cloud over Internet or locally at your premises after the PharosN software downloading and installing on dedicated hardware engine.

If you are using the Software as an employee or subcontractor or consultant, the legal entity that employs or contracts you is the VOrg and you shall read and accept the LA. Your employer may have already accepted a version of the Terms and Conditions in this a License Agreement by authorizing the Supervisor to register the Organization at Portal and subscribe for the Software and have it installed and running in the Organization. In all other circumstances, you are binding your employer and yourself personally as an employee, to this LA by using the Software. This LA and the applicable quotation contain the parties' entire understanding relating to the subject matter and supersede all prior or contemporaneous agreements.

If you are using the Software as a private person having no legal entity that employs you, then your “VOrg” is you individually managed by you as the VOrg Master and by using the Software you agree and accept this LA.

The terms also apply to any related services such as Provider updates, supplements, Internet-based services, and support services for this software, unless other terms accompany those items.

IF YOU DO NOT, OR THE ORGANIZATION DOES NOT, AGREE TO THESE TERMS AND CONDITIONS, IMMEDIATELY STOP USING OF SOFTWARE AND CERTIFY DESTRUCTION OF SOFTWARE AND ALL ACCOMPANYING ITEMS AND CANCEL ALL ITS RELEVANT SUBSCRIPTIONS AT PHAROSN PORTAL.

 Terminology:

- Administrator of Business Applications (ABA) is a user of the PharosN engine running Pharos Navigator software instance that is responsible for its running, including adding or removing users, defining their rights, approving application objects, monitoring the service implementation, etc.  Members of ABA Group have special administrative privileges as engine users and could include Portal Masters and Supervisors managing this Organization. In case such Master or Supervisor is the last one and stopped managing the Organization, Members of ABA group become first candidates for automatic replacement.

- Assigning a License means simply to designate that license to one computer hardware device where the software instance is installed and running.

- Backup is encrypted file containing database with all application objects running at engine software instance

- Client software is a part of overall Pharos Navigator software system running on user device having own hardware and operating software and communicating to engine by transferring user comments and receiving data

- Component Software Licenses (CSL) are licenses for components subscriptions which specify additional license agreement terms and conditions related to each such component

- Member of VOrg is and individual who was invited to join it by Master Supervisor. Member can be employee of real organization or its associate, consultant, developer or some stakeholder, e.g. investor or auditor.

- Organization (in real physical world) is legal entity presented by an individual, or business, or other organization that has the legal capability of entering into a contract with another entity.  

- VOrg or Virtual Organization is a group of PharosN portal members who made them associated with some (1) Organization as legal entity or (2) a group of collaborating individuals having no association to legal entity. In both cases the VOrg is registered by some Member of Portal named as its Master.

- Password is secret combination of symbols presented on computer keyboard which is used to make unique identification of user enabling them login and use software instance.

- Master and Supervisor of the VOrg act as representatives of actual Organization managing the Members of the VOrg, their subscriptions to services for the Organization at PharosN portal and all other activities related to receipt of services by using relevant instruments in his/her personal Member area as well as payments for subscriptions (see Terms and Conditions of Online Services at PharosN portal).

- Engine hardware is a physical electronic system or device capable of running engine software

- Engine software is a complex system of binary files realizing multiple software components running on some hardware in cloud or at customer premises

- Smart City Monitor is the application software running on Pharos Navigator® or PharosN (alternative name) engine

- Software instance is created by executing the software’s installation procedure from the software distributive on some electronic device (hardware) which can run the Software. References to software in this Agreement include software instances.

- Running software instance is realized by loading it into memory of the device and executing its instructions. An instance is considered to be running (whether or not its instructions continue to execute) until it is removed from memory of the device

- PharosN portal at domain pharosnavigator.com or win2biz.com is 24/7 online services providing its Members and their VOrgs with PharosN information services and tools for managing their subscriptions and VOrgs as well as back-end system supporting PharosN engine implementation and updating for all registered customer subscribers

- Users of engine software instance are persons who were authorized to use engine as Software Instance by its ABA. Users may or may not necessary be Members of PharosN portal.   

- Service subscription is made by registered Members of VOrg prior to its implementation in the Organization

- Subscription Ordering Document is the final invoice generated after the acknowledging the complete set of PharosN software properties selected by you or your VOrg members during the subscription procedure at PharosN portal or in relevant written agreement by authorized representative of Customer organization and Provider

- Software means the proprietary PharosN software product(s) provided in connection with this Agreement for implementation and installation for using by you (or as otherwise specified in any related Software Ordering Document). “Software” shall also include any Support and Maintenance Services releases provided to you under this Agreement. Unless otherwise noted, the Software and Documentation are referred to collectively herein as “Software”.

- Software services in the context of the License Agreement are PharosN Software which is licensed to you as services provided during the term or license.

- Term of License means the Software license term specified on the applicable Subscription Ordering Document or by an Authorized Partner. The License Term may be a fixed term or perpetual if the Subscription is extended automatically.

1.OWNERSHIP; GRANT OF LICENSE.

1.1.   THE SOFTWARE IS LICENSED, NOT SOLD.  USE OF THIS SOFTWARE IS SUBJECT TO LICENSE RESTRICTIONS. RUNNING and USING and INSTALLING OF SOFTWARE INDICATE COMPLETE AND UNCONDITIONAL ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. ANY ADDITIONAL OR DIFFERENT SERVICE SUBSCRIPTION TERMS AND CONDITIONS SHALL NOT APPLY.

1.2.   The licensed copy of the software is received as result of subscription for service at PharosN portal having domain names pharosnavigator.com or win2biz.com (both having same content), installed in VOrg as cloud or locally at premises under this Agreement and includes any upgrades, updates, modifications, revisions, copies, and documentation (“Software”). The licensed software is copyrighted, trade secret and confidential information of Provider or its licensors, who maintain exclusive title to all Software and retain all rights not expressly granted by this Agreement. Provider grants to VOrg and its relevant legal entity Organization, subject to Organization’s compliance with the terms and conditions of this Agreement, a non-transferable, non-exclusive license to use Software solely with regular connectivity to PharosN portal as part of the larger service providing system.

1.3.   While the Software is licensed to VOrg as its legal representation as service during its subscription period i.e. not owned by customer Organization, the data and applications which are developed during software running are owned by this VOrg. Provider acknowledges and supports the ownership and VOrg copyrights for application data by enabling representatives of Organization to act in the corresponding VOrg by controlling the application data backups and installations of subscribed software instances, assignment of VOrg member rights by its Master and Supervisors and by administration of local users, applications and data at each installed Pharos software engine by its ABA.

2.CONDITIONS

2.1. Organization may run and use each Software instance only while having its corresponding valid Service subscription made at PharosN portal. The license ends after the end of subscription period.

2.2. Organization may not use the Software for any purpose other than for use on its computers and networks, as specified in the Service subscription. Organization may not loan, rent, lease, distribute, or otherwise transfer the PharosN Software without Provider’s prior written consent, except as part of a permanent transfer of the Software as permitted by this Agreement.

2.3. Organization may not run software as commercial information service by selling or reselling information obtained by using the Software functionality for profits unless specified in separate license agreement for providing commercial services. The software license is valid only to internal business applications under condition of non-commercial sharing of information obtained as result by software applications to third parties, including business customers, suppliers, etc.

2.4.  Any sharing or selling of information obtained as result by software applications on commercial basis is violation of Terms of this Agreement and shall subject to separate License Agreement.

2.5. Organization may copy Software only as reasonably necessary to support the authorized use. Each copy must be kept in the original data file format include all notices and legends embedded in Software as received from Provider. All copies shall remain the property of Provider or its licensors. Organization shall maintain a record of the number and primary location of all copies of Software, including copies merged with other software, and shall make those records available to Provider upon request.

2.6. Under no circumstances shall Organization use Software or allow its use for the purpose of developing, enhancing or marketing any product that is in any way competitive with Software, or disclose to any third party the results of or information pertaining to any benchmark. Organization shall not reverse-assemble, reverse-compile, reverse-engineer or in any way derive any source code from Software.

2.7.  Organization may not sublicense, assign or otherwise transfer Software, this Agreement or the rights under it, whether by operation of law or otherwise (“attempted transfer”), without Provider’s prior written consent and payment of Provider’s then-current applicable transfer charges. Any attempted transfer without Provider’s prior written consent shall be a material breach of this Agreement and May, at Provider’s option, result in the immediate termination of this Agreement and licenses granted under this Agreement. The terms of this Agreement, including without limitation the licensing and assignment provisions, shall be binding upon Organization’s permitted successors in interest and assigns.

2.8.  Organization may move the Software instance from one hardware server (i.e. authorized hardware) to another e.g. in case of hardware upgrade or repair or location change without charge provided that such move was approved by Master or Supervisor of the Organization at PharosN portal.

2.9. The Software is a part of the larger service system which includes PharosN portal maintaining, updating, authorizing services accordingly to the subscriptions and implementing security for engine users and their VOrgs. The software runs in connectivity with PharosN portal and is managed by the Masters Supervisors of the VOrg using their personal account instruments at PharosN portal. Software and Portal exchange standard computer information using secure communication protocols for Internet-based services.

2.10. The Masters and Supervisors of a VOrg as legal entity act as its administrative representatives. If VOrg is a group of individuals having no relation to any legal entity then its legality is represented personally by the VOrg Masters and Supervisors manage the group of its VOrg Members under its name. In both cases they are responsible for Software implementation as Service subscriptions, its timely extension for uninterruptable access of VOrg engine users to the Software functionality and ensuring the copyrights for application data and object models.

2.11. The Software license is valid only during the subscription period and expires the next day after its end. Unless the software is validly licensed, you have no right to use the software after the time permitted by subscription for the Software as Service implemented by Masters and Supervisors at PharosN portal.

3.SERVICE IMPLEMENTATION OVERVIEW

3.1. Software: The software includes

• Engine software and
• Additional software that may only be used with the engine software and provided as additional subscriptions for services subject to corresponding CSLs
• Software components by third parties.

3.2. License Model: The software is licensed based on

• The number of instances of engine software that you run;
• The number of client licenses that are used by users to access the information services provided by PharosN engine software;
• Number of data sources linked to the engine including sensors, IoT and automated systems
• The PharosN engine software functionality accessed.

4.USE RIGHTS.

4.1. PharosN engine software which you run shall have valid subscription license obtained for relevant VOrg registered at PharosN portal and by running you accept this software license.

4.2. Running Software Instances.

• Each PharosN engine which you run shall have valid subscription at PharosN portal and has relevant unique subscription license key
• Each PharosN software instance shall run on its own virtual machine or dedicated hardware 
• You may run any number of PharosN software after its subscribing as services to your organization
• You may use additional PharosN software components only with the PharosN engine. For a list of additional components go to http://pharosnavigator.com
• Your software instances are updated automatically after its release at PharosN portal during the subscription period and you agree to run only the latest version of PharosN software
• The updates and subscriptions which are available at Portal are installed automatically using PharosN engine connection to PharosN portal.

4.3. Component Software Licenses (CSL)

• You must acquire and assign the appropriate CSL to each device which runs on software instance as additional subscription directly or used to access your instance of the engine software indirectly including client software instances running on your user device and these CLSs are binding for use only to this software instance
• You have one full functioning Power Client CSL for the first client software instance assigned to ABA for each installed PharosN engine provided as part of its subscription to permit access, administration and application settings.
• You have to obtain additional client CSLs to be assigned to other user devices accessing each particular engine software instance
• You shall use the latest versions of the client software as required by CSLs. The updating of the versions is made automatically by communications between PharosN portal and your PharosN engine software instance
• Provider may provide additional functionality for the software applicable to other license terms and fees.

The types of CSLs are defined at PharosN portal. Each device CSL permits one device to access instances of the engine software on your licensed PharosN engines.

Reassignment of CSLs. You may reassign your device CSL from one device to another having a pool of available client subscriptions e.g. if an employee leaves Organization or a device is broken or is not used anymore

4.4. Icons, images and sounds. While the software is running, you may use but not share its icons, images, sounds, and media.

4.5. No Separation of engine Software. You may not separate the PharosN engine software for use in more than one operating system environment under a single license, unless expressly permitted. This applies even if the operating system environments are on the same physical hardware system.

4.6. The use of third party software components and technologies.

The software includes some open source software components and data storage technologies to store your application database and object models that we license from third parties. To the extent applicable, we will identify open source components included in software. Some of these licenses may require us to provide the open source software to you on the terms of the open source license instead of the terms of the Agreement. In that case, the terms of the open source license will apply, and you will have the rights granted in such licenses to the open source software itself, such as access to source code, right to make modifications, and right to reverse engineer. Notwithstanding the foregoing, if you are using the Software services in the form provided to you, in accordance with your permitted Scope of Use, with no distribution of software to third parties, then none of these open source licenses impose any obligations on you beyond what is stated in the Agreement.

4.7. Activation and reactivation

 Software instance activation is made after each software installation including reinstallation after PharosN engine hardware repair or migration to another hardware or re-initialization after long period inactivity. The activation associates the use of the software instance with a specific organization, its Supervisor and hardware device and is mandatory. During activation, the software instance generates first logins for the engine administrators ABA and sends information about these logins and software instance and the device to the service subscribers in the relevant VOrg at the PharosN portal over secure Internet connection. The successful activation changes status of the PharosN engine subscription and can be monitored by VOrg members in their personal accounts.

This information includes the version, language and product key of the software, the Internet protocol address of the device and information derived from the hardware configuration of the device. By using the software, you consent to the transmission of this information. If properly licensed and activated, you have the right to use the software instance till the end of subscription under other conditions applied. Unless the software is activated within the time permitted for activation, you have no access to the software and right to use it. This is to prevent its unlicensed use and protect VOrg application data. You are not permitted to bypass or circumvent activation. If the device is connected to the Internet, the software may automatically connect to PharosN portal for activation and verification. You cannot activate the software manually without Internet connection. Changes to your PharosN engine hardware components or the software instance may require you to reinstall and reactivate the PharosN software instance.

Software instance activation shall be reaffirmed each time after PharosN engine is down including any hardware failure or upgrade or reinstallation. The software instance logins for ABA are initiated again after each such installation and until this moment any engine installation is not accessible by users. The backups can be installed only to particular PharosN software instance which made such backups and are non transferable to any other PharosN software instance. You agree that the reinstallation requirement is aimed at providing you with additional security and it need to be planned and implemented in controllable way by Supervisor of VOrg as much as possible.

4.8. Use of Information. Provider may use the computer information and update and software diagnostic reports to improve the Software and Services.

4.9. First login after activation.

After the engine software is installed in your location on your device (engine hardware) there is no user login until it is activated and registered in your VOrg against relevant subscription made. In case of successful activation the software can be accessed by two separate ABA logins provided to (1) Master or Supervisor who authorizes the Member subscriptions on behalf of Organization and (2) its Member who made the subscription for PharosN engine instance (could be the same person). The login name and passwords enable first two administrative logins into the engine software instance enabling ABA making further definition of local users, applications, restoration of the application data from previous backups, etc.

You can login into the software instance after its activation as PharosN engine ABA only by using the logins (user name and password) which are independently received by two Portal Members of your organization in their Member Inbox such as (1) Master or Supervisor of your organization and (2) Member who made subscription for the service “engine Software”. If you are the only Member of your Organization at Portal acting as its Master and you made subscription then you receive both logins to your Portal Inbox mail. These logins provide any user who has the login credentials with possibility to login into the newly installed or reinstalled engine software and become its ABA, i.e. Administrator of Business Applications. You should change the initial login after your first login accordingly to requirements of password complexity. In case you are ABA fro particular PharosN engine, you are responsible for secure storage and use of your ABA login until the end of service subscription.

4.10. NO ACCESS TO SYSTEM ROOT.

The logins by ABA group members or any other software users do not allow access to the administrative privileges of underlying Linux operating system called “root”. Such root login is made unknown to anyone including Provider technical staff during the whole duration of PharosN software subscription for security reasons.

5.UPGRADE, DIAGNOSTICS AND VALIDATION.

5.1.         The software instance, which is leased to you, is maintained, serviced and updated from time to time during its periodic communications to PharosN portal by downloading and installing the updates. After installation the software runs system diagnostics and identifies optional errors if occurred and sends it to Portal for Provider technical analysis and fixing in the following updates.

5.2.         The default update check period is 24 hours. In order to minimize the overhead of this system operation for your applications you may set the default time of the system update check during the night hours.

5.3.         Maximum acceptable interval between update checkups is 14 calendar days meaning that Terms of Agreement allows delayed communication sessions between PharosN engine software and PharosN Portal up to 14 days if caused by problems with Internet connection, natural disasters, etc. In case there is no update check-up connection between engine software and Portal for time interval exceeding 14 days the engine installation is subject to reactivation.

5.4.         Natural disasters and other Force Majeure circumstances such as flood, fire, earthquake and other acts, war, military operations that may have arisen after conclusions of the Agreement are subject to separate consideration upon documented presentation of the relevant facts to Provider by Master or Supervisor of VOrg in each case. If the VOrg cannot comply with the Terms of Agreement for more than one month the Provider has right to cancel the LA.

5.5.         Consent for automatic update Services. The software will validate itself during communications to PharosN portal over the Internet, then downloads and install updates. While you as Member of ABA group may monitor results and content of each such communication session in logs such as date and time, list of main operations, in some cases, you may not receive a separate notice when software connects to Portal for update checkups. You may not switch off these features.

5.6.         During a validation check, the software will send information about the software and the hardware device to Provider. This information includes version and activation key of the software, results of system diagnostics and optional errors which has occurred for the period after previous system check up, update time, list of additional software subscriptions running on the engine software and the Internet protocol address of the device. Provider may use the information to monitor compliance to Terms of Services and this Agreement but not for contacting you. By using the PharosN software, you agree to the transmission of this information. For more information about validation and what is sent during a validation check, see Questions and Answers at PharosN portal. By using these features, you consent to the transmission of this information.

5.7.         The software uses security protocols and digital certificates to confirm the identity of Internet users sending X.509 standard encrypted information and digitally signed files and macros, to verify the integrity and origin of the file contents. The software retrieves certificates and updates certificate revocation lists. These security features are implemented continuously by default during PharosN engine software instance running and its communications with clients or other software instances including PharosN portal.

5.8.         Update of the list of trusted certificate is implemented in communication protocols between PharosN portal and PharosN software. You cannot switch off the Update feature.

5.9.         If, after a validation check, the software is found not to be properly licensed, the functionality of the software may be affected. For example, you may need to reactivate the software, or receive reminders to obtain a properly licensed copy of the software, or you may not be able to use or continue to use some of the features of the software, or stop obtaining updates or upgrades from Provider or have the software subscription cancelled with appropriate notifications sent to Supervisor of the Organization at PharosN portal.

5.10.      You may obtain updates or upgrades for the PharosN software from PharosN portal by Provider or its authorized sources in the automatic mode only.

5.11.      License and support is valid for current official version only.  You agree that you may use only the latest supported version of the Software with the Terms of this License Agreement. It means that after release of each Software update or upgrade the support for all previous versions ends and new version replaces previous version of the Software and shall be installed automatically using secure communication protocols between PharosN engine software and PharosN portal within version update interval. After the end of update interval the License Agreement for any previous version becomes void and you shall cease and erase previous version of the Software.

6.Your PharosN engine runs in collaboration with PharosN portal

Provider implements the services in a distributed system which included your PharosN Software engine and PharosN portal having the following functions:

6.1.Functions of PharosN portal

• Allowing you as Member of Portal to Subscribe for Services including Software engine
• Assisting you and other Members of Portal within your Organization in implementation and management of their Services by your own with minimum efforts on your side
• Upgrading and maintaining running your service subscriptions
• Ensuring authorized access to information about your Organization only to its Members (having roles of Masters, Supervisors, Contributors and Members)
• Implementing and controlling security and data protection regarding your personal data, organizations, subscriptions during and after Service implementation
• Supporting your right for ownership of application data on your engine software

6.2.Functions of PharosN engine software  

• Providing instruments for implementing the models of your application objects
• Running object models
• Accumulating application data about the objects over time
• Processing your objects data by various additional PharosN software components (analytics, simulation, prediction, artificial intelligence methods, etc)
• Presenting the object monitoring results to engine users accordingly to authorizations to access relevant information set by local ABA
• Importing data from external information sources into application data base
• Receiving data from sensors and IoT into application data base
• Implementing communications and user sessions between engine and clients running on user devices
• Securing access to engine applications and data accordingly to user authorizations set by engine ABAs
• Protecting engine operations and applications and database from unauthorized access by third parties
• Providing members of ABA group with administrative rights for managing the engine software, adding or deleting users, identifying their roles, defining application objects and data sources required for its monitoring, approving such definitions made by other non-administrative users, setting specific operational parameters for the engine such as time of backup and connection to Portal for updating, event and alarms notifications, etc. 

6.3.Your rights as Master or Supervisor managing the engine Software at PharosN portal

• Subscribing for the services for the engine or authorizing such subscriptions by other Members of the Organization
• Receiving ABA user name and password for the first login into newly implemented PharosN engine
• Using such login to become ABA of the newly installed PharosN engine
• Authorizing implementation of any new PharosN software subscription in your VOrg including every PharosN engine
• Authorizing restoring of particular PharosN engine backups to any new PharosN engine in your VOrg including every PharosN engine reinstallation or hardware upgrading 
• Extending or ending PharosN engine subscription

6.4.Your rights as Supervisor-ABA managing the engine Software at PharosN portal

• Becoming Supervisor-ABA automatically upon assignment of ABA roles in the particular PharosN engine
• Subscribing for the services and its extension for the engine or authorizing such subscriptions by other Members of the Organization
• Receiving ABA user name and password for the first login into newly implemented PharosN engine
• Using such login to become ABA of the newly installed PharosN engine
• Authorizing implementation of any new PharosN software subscription in your VOrg related to this PharosN engine
• Authorizing restoring of this PharosN engine backups to new PharosN engine in your VOrg including its reinstallation or hardware upgrading 

6.5.As Master or Supervisor you cannot

• Access PharosN engine software or its database or applications from your Portal Member account
• Access PharosN engine software locally without being registered as user on the PharosN engine
• Define users for the engine or implement any administrative functions without becoming member of ABA Group for the PharosN engine instance

Other Master and Supervisor rights are described in TOS for PharosN portal

6.6.Your rights as ABA managing engine Software locally

• Adding or removing users, defining user roles and access rights to business models, objects, reports and data
• Approving draft object models prepared by other users to be run as local applications
• Defining and modifying PharosN engine settings for running backup and update timing, etc
• Checking system logs for user access and other operations
• Restoring application database and objects after any stoppage or hardware failure or upgrade
• Planning and implementing controllable PharosN engine hardware upgrade or migration to new installation

7.Security and protection of applications and data ownership

Your security is realized by several methods and techniques including as follows:

• Backup, which is made by your local PharosN engine, contains complete database with all your application models and objects compressed and encrypted by the most secure methods currently available such as AES256 in compliance with standard ISO/IEC 18033-3. The high level of encryption enables ABA to keep backup file at any desirable open location (file servers, flash, cloud storage, etc).  
• Each password of the backup is made automatically as function of multifactor attributes related to your VOrg, service subscription, location, etc which makes it unique. The password is not provided to anyone including local PharosN engine ABA, Provider and Portal Administration and regenerated by each engine upon the restore procedure initiated by ABA thus making practically impossible to access the backup file content in any other VOrg or third party.
• The backup service runs automatically by the software each day during minimum PharosN engine workload prior to default update check. The resulting encrypted backup file can be stored at any device defined by ABA for its PharosN engine e.g. local storage attached to the engine or storage device in local enterprise network or Internet cloud storage service. Provider does not provide the backup storage support and does not have access to the engine backup file.
• Communications between the engine PharosN engine and PharosN portal are initiated by PharosN engine and use only secure protocols protecting data content
• Communications between PharosN engine and PharosN clients running at user devices are allowed only for the registered users and their devices and use secure data transfer protocols protecting data content
• Communications between PharosN engine and third parties systems are allowed based on definitions of “Trusted partners” which are made by ABA while all other connections are blocked and use secure data transfer protocols
• User client software accessing PharosN portal supports identification and security in relation to the PharosN engine where it was registered
• PharosN engine software configuration blocks access to underlying Linux operating system at the system level as no root privileges are available to PharosN engine users including ABAs
• Each PharosN engine software instance has unique identifier that is registered in secure directory of PharosN portal

You responsibilities:

As results of protection and security measures depend on both provider and users, you are responsible for additional security measures ensuring protection of your PharosN engine and application database such as

• Selecting appropriate hardware for running PharosN engine accordingly to the technical requirements;
• Management of engine users including prompt implementation of changes in their roles and access rights;
• Selection of the safe placement of the PharosN engine backup file and its default timing;
• Ensuring regular connectivity between you PharosN engine and PharosN portal for update checking, installation of subscriptions, verification; 
• Ensuring sufficient space for implementing daily backups for at least one week interval (if storage capacity ends the software shall delete the oldest backups and use the free space for making new ones);
• Setting “Trusted partnership” list of PharosN engines for your partners organizations which are authorized to communicate between your engine and partner engine software;

If implemented at premises the additional requirements include as follows:

• Implementation of PharosN engine on dedicated hardware;
• Physical isolation of the PharosN engine hardware in the room which has restricted access by authorised personnel;
• Ensuring appropriate environmental parameters for the computer server running PharosN engine such as humidity, dust, temperature, etc.

Special security requirements 

If implemented at premises under special security requirements for certain applications e.g. power stations, public safety and security monitoring centers, airports, hospitals, etc, PharosN engine may run without direct link to Internet. Its standard updating and status verification procedure shall be implemented at least once per week under control of local technical personnel manually by using additional intermediate devices and storage. The description for such procedure is provided upon additional request. The implementation requires complementary software tools for updating to/from local customer storage and its verification subject to agreement between Customer and Provider and coverage of relevant costs.

8.SCOPE OF LICENSE.

The software is licensed as a service, not sold. This agreement only gives you some rights to run the Software copy at your PharosN engine hardware and have multiple users of your organization accessing the Software services at your PharosN engine. Provider reserves all other rights. Unless applicable law gives you more rights despite this limitation, you may use the software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the software that allow you to use it only in certain ways.

You may not

• work around any technical limitations in the software;
• reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation;
• use the software’s files and components within another operating system or applications running on another operating system;
• make more copies of the software than specified in this agreement or allowed by applicable law, despite this limitation;
• rent, lease or lend the software;
• use the software for obtaining information to be published as commercially provided services for profit (unless specified in separate agreement with the Provider).

Rights to access the software on any device do not give you any right to implement Provider Intellectual Property or patents in software or devices that access that device.

Software copy. You may make backup copy of the software and store it locally. You may use it only to create instances of the software accordingly to your subscriptions made at PharosN portal. You agree and take into consideration that the License Agreement and support are valid only for the current version of Software at any moment of your subscription and updated by PharosN portal automatically.

Documentation. Any person that has valid user account and access to your PharosN engine software instance may access and copy the software documentation which made available to the PharosN software users as Help. The use shall be limited to internal, reference and learning purposes.

EDUCATIONAL or ACADEMIC or COMMUNITY SOFTWARE LICENSE. You must be a “Qualified Educational Organization” to obtain and use software for educational purposes and apply for the status by at PharosN portal. If you do not know whether you are a Qualified Educational User, visit www.pharosnavigator.com and request clarifications by using Contact form.

MERGING and TRANSFER TO A THIRD PARTY. The software license may be transferred directly to another VOrg and relevant organization as its legal entity in case of VOrs merging. Before the transfer, both Masters of such Organizations must agree that this Agreement applies to the transfer and use of the software by using their Member area instruments at PharosN portal. The VORg merging is implemented at PharosN portal as additional service.

EXPORT RESTRICTIONS. The software is subject to export laws and regulations imposed by European Union. You must comply with all export laws and regulations that apply to the Software. These laws include restrictions on destinations, end users and end use.

SUPPORT SERVICES. Provider provides support services for the PharosN software and its applications and development of custom digital transformation projects as described at relevant pages of PharosN portal.

ENTIRE AGREEMENT. This agreement (including the warranty below), and the terms for supplements, updates, Internet-based services and support services that you use, are the entire agreement for the Software and support services.

APPLICABLE LAW. If you acquired the software in country of European Union, its laws govern the interpretation of this agreement and apply to claims for breach of it, regardless of conflict of laws principles. If you acquired the software in any other country, the laws of that country apply. This agreement describes certain legal rights. You may have other rights under the laws of your state or country. This agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so.

LIMITATION ON PERFORMANCE. The PharosN software engine performance may be limited by PharosN engine hardware which is used for its running and number of user clients which having concurrent active sessions. The software engine ABA is responsible for monitoring the engine load and planning engine hardware upgrades in case of decreasing performance. 

9.Warranty and Disclaimer.

Due Authority. Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if you represent legal entity, this Agreement and each Subscription is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.  You are responsible for maintaining the confidentiality of your member number and/or password as correctness your personal information including contacts used for your access verification. You are responsible for all uses of your account, whether or not actually or expressly authorized by you.

The limited warranty covers the software and its updates for corresponding subscription period. Warranties and disclaimers except as expressly provided otherwise in written agreement between you and the Provider. To the extent permitted by law, any implied warranties, guarantees or conditions last only during the term of the limited warranty.

WARRANTY DISCLAIMER. ALL PRODUCTS ARE PROVIDED “AS IS”. You bear the risk of using it.  PROVIDER AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. PROVIDER SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF PROVIDER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PROVIDER NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY PRODUCTS OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE PRODUCTS WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE PRODUCTS (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRODUCTS) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE PRODUCTS (OR ANY ENGINE(S) THAT MAKE A HOSTED SERVICE AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

DISCLAIMER OF OTHER WARRANTIES. No oral or written statement, information or advice given by Provider, its Affiliates, or their respective employees, partners, dealers, or agents shall create any warranties in addition to those express warranties set forth in this Section.

Limitation of Liability

With respect to defects or deficiencies in the Provider Services, the liability of Provider and Provider Affiliates will be limited to performance of its responsibilities under Section “Warranties”.

With respect to other breaches of contract, the liability of Provider and Provider Affiliates shall be limited to your actual damages with respect to the computer affected by the breach, and in no event will such liability exceed the total amount received by Provider from you under the Agreement as service fee for your current Subscription Period.

IN NO EVENT WILL PROVIDER, THE PROVIDER CONTRACTORS, PROVIDER PARTNERS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE ARISING OUT OF THE USE OR INABILITY TO USE THE PROVIDER SERVICES OR TO USE OR RETRIEVE ANY SERVICE OR ITS BACKUP DATA, WHETHER FOR BREACH OF WARRANTY OR OTHER CONTRACT BREACH, NEGLIGENCE OR OTHER TORT, OR ON ANY STRICT LIABILITY THEORY, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES OR A REMEDY SET FORTH IN THESE TERMS OF USE IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE.

NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER SHALL EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO US FOR PRODUCTS AND SUPPORT AND MAINTENANCE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, OUR AGGREGATE LIABILITY TO YOU IN RESPECT OF NO-CHARGE PRODUCTS SHALL BE 1 EURO. THIS SECTION (LIMITATION OF LIABILITY) SHALL NOT APPLY TO (1) AMOUNTS OWED BY YOU UNDER ANY ORDERS, (2) EITHER PARTY’S EXPRESS INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, OR (3) YOUR BREACH OF SECTION “RESTRICTIONS” OR SECTION “COMBINING THE PRODUCTS WITH OPEN SOURCE SOFTWARE OF THIRD PARTY CODE IN PROVIDER PRODUCTS”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO SUPPLIERS OF ANY THIRD PARTY COMPONENTS INCLUDED IN THE PRODUCTS WILL BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER. The parties agree that the limitations specified in this Section “Limitation of Liability” will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

IN ADDITION, YOU UNDERSTAND THAT THE SERVICES ARE NOT DESIGNED OR INTENDED TO BE FAIL-SAFE, OR REAL-TIME OR BE USED AS CRITICAL COMPONENTS IN LIFE-SUPPORT OR SAFETY DEVICES OR SYSTEMS, OR ANY OTHER MISSION CRITICAL APPLICATION THAT INVOKES THE POTENTIAL RISKS OF DEATH, PERSONAL INJURY OR SEVERE PROPERTY OR ENVIRONMENTAL DAMAGE (INDIVIDUALLY AND COLLECTIVELY, "CRITICAL APPLICATIONS"). ANY USE OF THE SERVICES WITH RESPECT TO SUCH CRITICAL APPLICATIONS IS FULLY AT YOUR OWN RISK, IN PARTICULAR, WITH RESPECT TO AUTOMOTIVE, ROBOTICS, AEROSPACE / DEFENSE, AVIONICS, MEDICAL DEVICES OR PRODUCTS, HEALTHCARE APPLICATIONS, SUBJECT TO APPLICABLE LAWS AND REGULATIONS GOVERNING LIMITATIONS ON PRODUCT LIABILITY.

Neither Provider nor any Provider Affiliate assumes any liability to any party other than you arising out of your Use or inability to Use the Provider Services. The limitations of damages set forth above are fundamental elements of the bargain between Provider and you. Provider would not be able to provide the Provider Services to you without such limitations.

No advice or information, whether oral or written, obtained by you from the Provider or through or from the site shall create any warranty not expressly stated in the terms of use.
If you implemented and use a version of the Software which was obtained after valid subscription for Service at PharosN portal by VOrg managed by its Master or Supervisor as Member of PharosN portal then the license terms described below apply to you. If you comply with these license terms, you have the rights below for each software license you acquire.

EXCLUSIONS FROM WARRANTY. This warranty does not cover problems caused by your acts (or failures to act), the acts of others, or events beyond Provider’s reasonable control.

REMEDY FOR BREACH OF WARRANTY. Provider will repair or replace the Software at no charge. If Provider cannot repair or replace it, Provider will refund the amount which was paid for the subscription for the software service to the Portal Member who paid it. You must cancel subscription for the software and uninstall it. These are your only remedies for breach of the limited warranty.

NO OTHER WARRANTIES. The limited warranty is the only direct warranty from Provider. Provider gives no other express warranties, guarantees or conditions. Where allowed by your local laws, Provider excludes implied warranties of merchantability, fitness for a particular purpose and non-infringement. If your local laws give you any implied warranties, guarantees or conditions, despite this exclusion, your remedies are described in the Remedy for Breach of Warranty clause above, to the extent permitted by your local laws.

10.English Language

The Licence Agreement  was negotiated and written in English. Any inconsistency between its content as expressed in English and any other language shall, to the full extent permitted by applicable law, be resolved by reference to the English version. Les parties ont convenu de rediger cette entente en anglais.