LICENSE AGREEMENT

General Provisions

  1. The general partnership company Galactica sp.j. Raatz and partners with registered office in Bydgoszcz at 189 FordoĊ„ska Street, entered in the Register of Entrepreneurs kept by the District Court for the City of Bydgoszcz, XIII Economic Division of the National Court Register under number 0000235648, REGON 340042630, NIP 5542637995 (hereinafter: the Licensor) grants a non-exclusive and non-transferable license to use computer software under the name: Panotica Hydra 4.0 (hereinafter: the Program)and other materials necessary to use the Program, for remuneration and under the terms set out in this License Agreement (hereinafter: the License).

  2. The Program is licensed, not sold.

  3. If a Program user (hereinafter: the Licensee) accepts this License by paying for the subscription or by using the Program, he agrees to comply with all the provisions contained in this document and to sending the necessary data during activation, and while using the Program. If the Licensee does not accept or abide by these terms, he cannot use the Program or its functions.

  4. The Licensee may only be entities that run gainful activity without the status of a consumer within the meaning of Polish law or its equivalent in the country of the Licensee.

  5. The Licensor reserves all rights not expressly granted under this Agreement. In particular, this License does not give the Licensee any right to:

    1. use separately or virtualize the functions of the Program;

    2. publish, copy, rent, lease, transfer or lend the Program;

    3. transfer the Program;

    4. bypass the technical restrictions and limitations of the Program;

    5. use the Program as a server software or use it for hosting of commercial content, make the software available at the same time to multiple users on the network, install software on a server and allow users to remotely access it or install software on a device for use by remote users only;

    6. re-produce, decompile or disassemble the software, or attempt to do so unless it is permitted under the laws of the country in which the head office of a business is located, despite the lack of such permission in this License. The Licensee can then act only under these provisions; or

    7. Licensee's use of the Program's functions may not impede access to these functions for other persons or be aimed at accessing or using any services, data, accounts or networks without proper authorization.

     

  6. Unless specifically stated in the License, the Licensor does not grant the Licensee a license or any other rights of any type of patents, expertise, copyrights, trade secrets, trademarks or other intellectual property that the Licensor owns and controls, including in particular any names, visual form of products, logos or equivalents.

  7. If the Licensee provides the Licensor with any idea, proposal, suggestion or opinion, including in particular ideas for new products, technologies, promotions, product names, product reviews and product improvements, then he provides the Licensor with no fees, royalties or other obligations of the Licensor to the Licensee - the right to create, ordering to create, create studies, use, share and commercialize opinions and ideas in any way and for any purpose.

Fields of Exploitation

  1. The Licensor grants the Licensee the right to temporary reproduction, i.e. to run the Program on the end device via the Internet (online access) in order to use all its functionalities and to process and store his data through the Program on the Licensor's servers, subject to compliance with all provisions of this License.

  2. The right to use all functionalities of the Program applies only to the object code version and includes in particular: entering, displaying, applying, transferring, storing and modifying the data entered to the Program, conducting business improvement processes through Program modules, collecting, sharing and storing documentation (files) and records of the implementation of improvement processes, generation of documents and result data and summaries in the form of reports.

Duration of the License and Remuneration

  1. The License applies to the period purchased by the Licensee (hereinafter: the Subscription).

  2. The Licensee has the option of extending the subscription period during its duration. In the case of an extension of the subscription period, the User may use the Program until the expiration of such extended period.

  3. Depending on the purchased Plan, the subscription authorizes the Licensee to use a certain number of Program user accounts as part of one Subscription.

  4. The Licensee is not able to unsubscribe or reduce the number of users (decrease of the Tariff Plan under the Subscription) before the end of the period for which it was originally purchased. Lack of use of the Program during the entire Subscription Period or notifying the Licensor during this period of resignation from the use of the Program or access accounts, the removal of all or part of his Program data, etc. by the Licensee, shall not result in any refunds for the Subscription.

  5. The Subscription can be monthly, annual or three-year. As a part of the Subscription, the Licensee selects the Tariff Plan which determines the number of users who can use the Program during the Subscription Period. Current Subscription Pricelist and payment method for the License are available on the website at: hydra40.galactica.pl.

  6. One user can log in to the Program at given time on only one device. Logging in by the user on another device requires prior finish of the Program's operation and logging out on the current device.

  7. The Licensee independently creates and deletes user accounts as part of the purchased Plan according to the instructions available in the Program. The Licensee independently determines and changes the logins and access passwords for individual user accounts.

  8. During the Subscription Period, the Licensee may change the Plan owned for another one providing a larger number of user accounts after paying the difference in price for a given Plan according to the currently valid Pricelist, proportionally to the period remaining until the end of the Subscription.

  9. The purchase of a specific Plan under the Subscription does not oblige the Licensee to purchase the same Plan for a further period when extending the Subscription.

Technical Requirements

  1. The Licensee obtains access to the Program through the website: https://hydra.galapp.net.

  2. Use of the Program may be subject to the prior conclusion of an additional agreement on the electronic exchange of data between the Parties.

  3. In connection with the purchase of the Subscription, there is no right to obtain a carrier with the Program, and there is no possibility of installing the Program on a local position or own server and using its functionality outside the Internet, i.e. offline.

  4. The operation of the Program and the use of its functions require constant access to the Internet. Access and use of the Internet (including fees) will be subject to the provisions of the contract concluded with the operator of the Internet network in the country of the provider of this type of services. The Licensee is always responsible for all issues arising in connection with the use or access to the Internet, including public / open networks.

  5. The Client is responsible for providing all technical facilities (including equipment, up-to-date software, web browser, Internet connection, etc.) on his own and at his own expense, necessary to use the Program in accordance with the License. In this respect, the Licensor is not obliged to provide any support or incur any costs.

  6. The Program for proper operation requires an end device equipped with an up-to-date web browser. The Licensee may, prior to the purchase of the Subscription, test the Program on his own devices and systems for a free-of-charge trial period after first contacting the Licensor. The Licensor does not guarantee the correct operation of the Program on all end devices and operating systems.

  7. In connection with making the Program available Online, technical security measures are applied to increase the security of data transmission, i.e. the HTTPS Protocol.

  8. It is the Licensee's obligation to ensure cooperation with the Program on his own, in particular through appropriate configuration, adjustment and updating of hardware and software, ensuring its interoperability with the Program system, protection against network attacks, viruses and other attempts of interference with transmitted data. The above does not mean that the Licensor assumes responsibility for the security of data transmission.

Rights and Obligations of the Parties

  1. During the Subscription Period, the Licensor issues a quality guarantee for the Program and undertakes to remove from the Program, without separate remuneration, any defects that prevent the proper use of the Program. Notification of any irregularities or problems noticed by the Licensee is made in accordance with the procedure described in point 61-64 (Claims).

  2. The Licensee cannot multiply the Program code or translate its form. The Licensee is prohibited from decompiling the Program or any other form, modifying and interfering with the Program as well as creating studies and extensions that are a derivative of the Program or user manual.

  3. The License does not include the right to payable distribution of the Program, making it public or available or its copy to third parties who are not registered users of the Program - including the way of lending, renting, leasing, further licensing, making available for download on the network or in the form of further subscription as access service to the Program.

  4. The License is not transferable and it is not possible to provide the Program and transfer any rights from the Agreement to third parties without the written consent of the Licensor.

  5. The Licensee has the right to use the Program and process the entered data only for the needs of his company. He cannot make the Program's administrative options available to third parties, nor may he use the Program for third parties without the written consent of the Licensor.

  6. The Licensee who purchased the Subscription has the right to receive a copy of the data entered into the Program on a carrier for an additional fee (Additional Service) in accordance with the Pricelist available at: hydra40.galactica.pl.

  7. The Licensor provides new versions of the Program for free and updates the functionality of the Program during the term of the Subscription.

  8. The Licensor reserves the right to change some functionalities of the Program consisting of modifying or changing the operating rules of existing functions, adding new and removing old functions, e.g. those generating problems or difficulties for users without the consent or opinion of the Licensee, while maintaining the purpose and main use of the Program.

  9. During the Subscription Period, the Licensee has the right to receive ongoing technical support. Ongoing technical support means:

    1. adapting the Program to applicable law on an ongoing basis

    2. removing any defects and irregularities in the operation of the Program

    3. removing program failures or updates

    4. supervising the status of data and Program or updating after removal of defects or failures

    5. maintaining the integrity of the software database and the correctness of administration

    6. receiving and handling software error notifications, in particular related to the inability to log into the system for reasons on the part of the provider, and the inability to perform the main functions of the system related to entering and saving data in the database.

     

  10. During the first three months from the beginning of the Subscription, the Licensee is entitled to free-of-charge technical support in the form of inquiries regarding the functioning of the Program, sent to the following e-mail address: serwis@galactica.pl

  11. For other services provided by the Licensor not covered by the License, ongoing technical support (pt. 35) and free technical support (pt. 36) e.g. system configuration service at the Client's request, implementation of dedicated work, support for users in the field of using and work in the system after the period of free technical support, additional fees will be charged according to the rules indicated in the Pricelist at: https://hydra40.galactica.pl or individually agreed and quoted according to the selected package and scope of services (hereinafter: Basic and advanced maintenance services).

Handling the Licensee's data

  1. The data entered into the Program's database remain the property of the Licensee and only the Licensee has access to his data through the user accounts created.

  2. The Licensor provides a database hosting service on his own servers as part of the Program's Subscription and does not charge any additional fees for this. Data hosting is a part of the Program's functionality and the use of and storage of the Program database outside the Licensor's server is excluded.

  3. The Licensor strives to maintain the integrity, confidentiality and security of the collected data on his own servers. The Licensee's use of the Program's functionalities electronically takes place in a manner that prevents access of unauthorized persons to the content of the message constituting this service, in particular by using cryptographic techniques appropriate to the characteristics of the service provided.

  4. The condition for correct operation of the Program is its proper use, in compliance with the rules contained in the help files (in the application interface) or the provided operating manual.

  5. The responsibility for the correct selection and effects of use of the Program, the handling of own data in the Program, as well as the intended or obtained results shall be borne solely by the Licensee. The Licensor is not obliged to check the data transferred, stored or made available by the Licensee.

  6. The Licensee may enter, modify and delete data entered into the Program at any time during the Subscription Period.

  7. Failure to extend the Program Subscription will result in the deletion of Licensee's data contained in the Program's database, and the Licensor is not obliged to keep them or archive them after the Subscription ends beyond the period specified in the terms of this License. Permanent deletion of the data takes place after the end of the 3-month period from the end of the Subscription, unless the Licensee deletes the data himself or instructs the Licensor to permanently delete the data.

Licensor's Liability

  1. The Licensor is not responsible for the usefulness of the Program for the purposes assumed by the Licensee. The Licensor is not responsible for the malfunctioning of the Program and any effects caused by the Program's modifications made by the Licensee or third parties.

  2. The Licensor is not responsible for the failure of the Program to run on a specific computer (server) of the Licensee, including in particular the occurrence of disruptions and interruptions in the functionality of the Program caused by hardware differences, setting Internet connections, or personalization of Licensee's system and programming environment.

  3. The Licensor does not guarantee that the Program will always operate on a continuous, flawless and uninterrupted basis, or will be compatible with the hardware or system requirements of components provided by third parties. The Program is made available in the "as is" format (as it is) and is used by the Licensee at his sole risk and responsibility.

  4. The Licensor shall not be liable for material and non-proprietary damages incurred by the Licensee or third parties resulting from the non-performance or improper performance of the License and the use or inability to use the Program by the Licensee, including those caused by defects and errors of the Program, in particular the Licensor is not liable for information or income lost by the Licensee, is not responsible for the inability to use the Software used by the Licensee effectively, or resulting from a computer (server) failure, is not responsible for the resulting dysfunctionality of other software previously used by the Licensee.

  5. Based on the statutory warranty on sale or its equivalent in the Licensee's country, the Licensor's liability for physical and legal defects of the Program is mutually excluded by the Parties.

  6. The Licensor is not responsible for the inability of the Licensee to functionally use the Program in full or in part if it is caused by updating or modifying the software for which the Program constitutes an addition or updating and modification of other computer programs used by the Licensee.

  7. In no event except for intentional fault, shall the Licensor be liable to the Licensee for any damages, loss of profits, loss of good name, loss of employee earnings, downtime and / or failures or incorrect computer operation and / or costs of replacement of software or services irrespective of whether the claim for damages is based on contractual or tort liability, or on any other liability. The limitation of liability described in this point is based on the fact that despite all efforts of the Licensor, problems may arise due to a software error or incorrect operation of the IT system.

  8. The total liability of the Licensor under any provision of this License is in any event limited to the amount of money that the Licensee has actually paid for the Program Subscription up to the date of the damage.

  9. The Licensee will use the Program only for lawful purposes. The Licensor does not bear any responsibility for the content and data stored in the Program made available to the Licensee as well as services rendered by the Licensee and his obligations assumed to third parties and related to the software.

  10. If for any reason the above exclusions or limitations of liability, including implied warranties, would be rendered ineffective in whole or in part, then all applicable regulations and rules of liability of the Licensor during the term of this License are limited to the maximum extent permitted by the competent law. However, the Licensee may pursue claims only to the extent specified in this Agreement.

Confidentiality

  1. The Parties undertake to keep in secret any confidential information that they have learned in connection with the performance of this Agreement, and disclosure of which might expose the other Party to detriment.

  2. The Parties confirm the fact of acknowledging as a company secret of the other Party any technical information, technological and commercial or organizational information not disclosed to the public, (know-how) of the company that the entrepreneur or persons authorized by him have taken the necessary steps to preserve its confidentiality. Confidential Information means, in particular, all information, data, documents, plans, business strategies, projects, procedures, systems, in particular of technical, technological, commercial, production, financial, legal, IT, organizational nature and other information having economic value.

  3. Under this license agreement, there is no granting the Licensee any rights in connection with any trademarks or service marks belonging to the Licensor.

  4. Without prior written consent, neither Party shall make public or otherwise disclose directly or indirectly any Confidential Information made available to it by the other party in connection with the implementation of this Agreement to any third party.

  5. Each Party is obliged to take all reasonable precautions to protect and ensure the confidentiality of Confidential Information and all documents and data carriers containing such information and promptly notify the other Party in writing of a known incident of such unauthorized use or disclosure of Confidential Information.

  6. The confidentiality obligation does not apply to Confidential Information which:

    1. on the date of conclusion of this Agreement, or at any time after that date, is generally known without a breach of the provisions of this Agreement;

    2. as to which the Party proves that it was known to it before its disclosure;

    3. must be disclosed in relation to requirements arising from applicable law, including the fact that they must be presented to administrative authorities, courts or government bodies.

    4. The Party previously entrusting it permitted its disclosure in writing.

  7. The Parties accept and acknowledge that any breach of confidentiality rules set out in this Agreement will cause damage to the other Party. In the case of violation of the confidentiality rules set out in this Agreement, the infringing Party is obliged to repair the damage to the other Party in full.

Personal Data

  1. Should it become necessary to entrust the Licensor with the processing of personal data administered by the Licensee in connection with the conclusion of this license agreement and the use of the Program, the Parties will apply and comply with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons in relation to the processing of personal data and on the free movement of such data and the repeal of Directive 95/46 / EC (General Regulation on Data Protection) ( Journal of Laws EU L. of 2016 No. 119, page 1).

  2. In such a case, the Licensee is obliged to inform the Licensor about the fact in writing or by email to the following address: serwis@galactica.pl before entrusting personal data to him, and is obliged to conclude an agreement with the Licensor to entrust the processing of personal data according to the following template (link),

Claims

  1. All matters concerning complaints regarding the functioning of the Program during the Subscription Period and the hosting service provided by the Licensor should be reported in the form of a claim to the e-mail address serwis@galactica.pl

  2. Claims should be made by the Licensee in an electronic form and sent within 7 days from the date of the event being the basis of the complaint to the address stipulated above under the pain of losing rights to claims.

  3. The complaint will be considered within 7 days from the date of its delivery. The Licensee will receive a reply indicating the verdict and justification of the decision.

  4. The complaint should contain the data allowing identification of the Licensee, subject and description of circumstances justifying the complaint.

Final Provisions

  1. In matters not covered by this License, the provisions of Polish law, including the Polish Legal Act on Copyright and Related Rights, shall apply, regardless of the Licensee's country of origin.

  2. The Parties agree that the place of performance of the License and provision of the Subscription service is the registered office of the Licensor.

  3. All disputes arising from or related to the License, including infringements of proprietary copyrights, shall be resolved by Polish common courts competent for the registered office of the Licensor.

  4. If any provision of the License turns out to be invalid or ineffective, it shall not affect the validity of the License in the remaining part, and instead of the excluded provisions, the general principles of the generally applicable law valid for the Licensor's registered office apply.