EFFECTIVE DATE: 19/06/2019

Please read this End User License Agreement (“EULA”) before You purchase a Product Key for the Software and subsequently download and use the Software.

By purchasing a Product Key and/or downloading and using the Software, You agree, without reservation, to be bound by the terms of this EULA. If You do not agree with the terms of this EULA, please do not purchase a License Key and/or download and use the Software.

If You accept the terms and conditions in this EULA on behalf of a company or other legal entity, You warrant that You have full legal authority to accept the terms and conditions in this EULA on behalf of such company or other legal entity, and to legally bind such company or other legal entity.

You may not accept this EULA if You are not of legal age to form a binding contract with ClinBAY.

Definitions

In this EULA the expressions below shall have the meaning assigned to them in this clause, unless the context requires otherwise:

• “Activate” turning the Free version into the Full version of the same application with the Product Key provided by ClinBAY;

• “ClinBAY” 182 Agias Fylaxeos street, Office 101, Kofteros Business center 3083 Limassol, Cyprus;

• “Documentation” the detailed information about the Software, its features and the system requirements as made available on the website of ClinBAY, as amended from time to time;

• “Product Key” a unique code provided by ClinBAY, which enables You to activate the Free version or Full version by entering the code into the Software or by signing into your Datasly account and to subsequently use the Software during the applicable license term;

• “Full version” the license for the Software for the term specified on the webpage of the store where You purchase the license, or in any applicable agreement concerning the purchase of the license (as stand-alone product or as part of a subscription) to Use the Software;

• “Software” any software application and/or all of the contents of the files and/or other media, including software setup files, licensed to You by ClinBAY, including any Updates;

• “Free version” the version of the Software with limited functionality for purposes of testing and evaluating the Software;

• “Updates” any modified versions and updates of, and additions to the Software (excluding upgrades of the Software);

• “Use” the access, download, install, copy or get benefit from using the Software in accordance with the documentation.

• “You” you, the final and ultimate user of the Software or the authorized representative of a company or other legal entity that will be the final and ultimate user of the Software, and the company or other legal entity that will be the final and ultimate user of the Software, if applicable.

General

1. This EULA applies to any licenses granted to You by ClinBAY for the use of the Software.

2. By purchasing a Product Key for the Software and/or downloading and using the Software, You enter into this EULA with ClinBAY.

3. This EULA may be modified from time to time. ClinBAY will notify you of such modifications on its website or otherwise, e.g. by using the email address used for the provision of the Product Key. Any modifications to this EULA shall only apply upon acceptance by You.

License

1. ClinBAY grants You a non-exclusive, non-transferable, limited, revocable license to Use the Software in accordance with this EULA. ClinBAY reserves all rights not expressly granted to You.

2. ClinBAY is and remains the owner of any intellectual property rights with respect to the Software. You shall not acquire any ownership to the Software as result of Your purchase of the Product Key or Your Use of the Software.

Permitted use and restrictions

1. In order to be able to install the Software and receive Updates and upgrades, Your computer shall have access to the Internet and shall meet the system requirements described on the webpage: https://www.datasly.net/Account/Download.

2. You may Use the Free version of the Software on multiple computers. However, the Full version after activation may be used on one computer only, unless You have purchased (a) a product key licensed to multiple users or (b) multiple product keys.

3. You shall Use the Full version or Free version in accordance with applicable laws and shall not:

   1. rent, lease, lend, sell, redistribute, sublicense or otherwise commercially exploit the Product Key, the Full version or the Free version;

   2. assign the Product Key, the Full version or the Free version without prior written approval of ClinBAY;

   3. use the Full version or Free version for any unlawful or illegal activity, or to facilitate an unlawful or illegal activity;

   4. delete or alter any disclaimers, warnings, copyright or other proprietary notices accompanying the Software; or

   5. copy (except as otherwise provided in this EULA), adapt, translate, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify or create derivative works of the Software and the Product Key or any parts thereof, except to the extent permitted by applicable law.

4. ClinBAY may modify the Software at any time at its sole discretion and without notice to You, for example to comply with applicable law or a court order, to avoid a third party infringement claim or to provide Updates and upgrades.

Maintenance and support

1. ClinBAY will notify You of any available Updates and upgrades.

2. You will be entitled to receive Updates free of charge.

3. Any maintenance and support provided by ClinBAY, including the provision of Updates and upgrades, will be provided in an adequate way on an “as is” basis without any warranty, as soon as reasonably practicable, subject to availability of personnel.

Usage of data

1. ClinBAY and its subsidiaries may periodically collect and use technical and related data concerning the Software You have licensed, including about the version number of the Software You have installed and about the system You have installed the Software on. ClinBAY will use such data to facilitate maintenance and support with respect to the Software, to improve its products and to provide further services or technologies to You.

2. ClinBAY may process personal data with respect to You, if and to the extent necessary to provide the Product Key, to provide maintenance and support to You with respect to the Software and to comply with its obligations under this EULA. To the extent ClinBAY will process personal data, it will comply with its obligations under applicable data protection law. Please see our Data Privacy Policy for more details on the processing of Your personal data that ClinBAY has collected and received through its website.

Disclaimer

1. You Use the Software at Your own risk and the entire risk as to satisfactory quality, performance and accuracy is with You.

2. The Software and accompanying documentation are provided on an “as is” and “as available” basis without warranty - express or implied- of any kind, and ClinBAY specifically disclaims the warranty of fitness for a particular purpose. No oral or written advice given by ClinBAY, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of this warranty and You may not rely upon such information or advice.

Limited Liability

1. The liability of ClinBAY and any third party that has been involved in the creation, production, or delivery of the Software for all damages arising out of or in any way relating to the Full version, the Free version, the Product Key, the Software and/or this EULA shall in no event exceed the total amount of $99.

2. ClinBAY and any third party that has been involved in the creation, production, or delivery of the Software are under no circumstances liable for consequential or indirect damages (including damage for loss of profit, business interruption, loss of data, and the like arising out of the use or inability to use the Software).

3. The limitations of liability referred to in the previous two clauses shall not apply in the event that: (i) any negligence on the part of ClinBAY leads to death or physical injury or (ii) damages arise from the intent, willful misconduct or gross negligence of ClinBAY or the management of ClinBAY.

Termination

1. This EULA will continue to be in force until the expiry or termination of the Full version or Free version.

2. The Full version will terminate automatically at the end of the applicable license term, unless renewed prior to the end of the applicable license term.

3. ClinBAY is entitled to terminate the Full version by blocking the Product Key during the license term with immediate effect and without prior notice in the event You fail to comply with the terms in this EULA, in the event You fail to pay Your (subscription) fee for the Product Key within the applicable payment term, or in the event ClinBAY is required to do so by law or an order of an applicable court.

4. Upon termination of the Full version or Free version, You shall cease all use of the Software and shall destroy all copies thereof.

5. You acknowledge that the provisions of this EULA, which by their nature are intended to survive termination, will remain in effect after termination of this EULA.

Governing Laws and disputes

1. This EULA shall be governed by and construed in accordance with the laws of Cyprus, excluding its conflicts of law rules.

2. Any dispute between ClinBAY and You shall exclusively be submitted to the competent court in Cyprus.