jSparrow Distribution GmbHEnd User License Agreement
Content
EULA

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1. Definitions

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2. Term

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3. License

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4. Source Code4

5. Maintenance Services

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6. Support Services

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7. No Assignment Of Intellectual Property Rights

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8. Charges

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9. Payments

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10. Warranties

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11. Acknowledgements And Warranty Limitations

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12. Indemnities

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13. Limitations And Exclusions Of Liability

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14. Termination

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15. Effects Of Termination

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16. General

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17. Interpretation

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Please read this EULA carefully, as it sets out the basis upon which we license theSoftware for use.
Before you download the Software from our website, we will ask you to give yourexpress agreement to the provisions of this EULA.
By agreeing to be bound by this EULA, you further agree that your employees]any
person you authorize to use the Software will comply with the provision of this EULA
agreement.

EULA
1. Definitions● 1.1 Except to the extent expressly provided otherwise, in this EULA:● “Charges” means those amounts that the parties have agreed shall be payable
by the User to the Licensor in respect of this EULA;● “Documentation” means the documentation for the Software produced by the
Licensor and delivered or made available by the Licensor to the User in writtenor recorded ;● “Effective Date” means the date upon which the User gives the User’s express
consent to this EULA, following the issue of this EULA by the Licensor;● “EULA” means this end user license agreement, including any amendments tothis end user license agreement from time to time;● “Force Majeure Event” means an event, or a series of related events, that is
outside the reasonable control of the party affected (including [failures of theinternet or any public telecommunications network, hacker attacks, denial ofservice attacks, virus or other malicious software attacks or infections, power
failures, industrial disputes affecting any third party, changes to the law,disasters, explosions, fires, floods, riots, terrorist attacks and wars]);● “Intellectual Property Rights” means all intellectual property rights wherever inthe world, whether registrable or unregistrable, registered or unregistered,including any application or right of application for such rights (and these“intellectual property rights” include copyright and related rights, databaserights, confidential information, trade secrets, know-how, business names,
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trade names, trade marks, service marks, passing off rights, unfair
competition rights, patents, petty patents, utility models, semi-conductor
topography rights and rights in designs);● “Licensor” means Splendit IT-Consulting GmbH, a company incorporated inAustria (registration number FN246458p) having its registered office at Am

Heumarkt 17/3, 1030 Vienna Austria, a partnership established under thelaws of Austria;● “Licensor Indemnity Event” has the meaning given to it in Clause 12.1;● “Maintenance Services” supply to the User and application to the Software ofUpdates and Upgrades;● “Minimum Term” means, in respect of this EULA, the period of 12 months
beginning on the Effective Date;● “Services” means any services that the Licensor provides to the User, or has
an obligation to provide to the User, under this EULA;● “Software” means jSparrow – Eclipse PlugIn ;● “Software Defect” means a defect, error or bug in the Software having anadverse effect on the appearance, operation, functionality or performance of
the Software, but excluding any defect, error or bug caused by or arising as aresult of:○(a) any act or omission of the User or any person authorised by theUser to use the Software;○(b) any use of the Software contrary to the Documentation by the Useror any person authorised by the User to use the Software;○(c) a failure of the User to perform or observe any of its obligations inthis EULA; and/or○(d) an incompatibility between the Software and any other system,
network, application, program, hardware or software not specified ascompatible in the Software Specification;● “Software Specification” means the specification for the Software set out in
the Documentation;

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● “Source Code” means the Software code in human-readable form or any partof the Software code in human-readable form, including code compiled tocreate the Software or decompiled from the Software, but excludinginterpreted code comprised in the Software;● “Support Services” means support in relation to the use of the Software andthe identification and resolution of errors in the Software, but shall not include
the provision of training services whether in relation to the Software orotherwise; “Term” means the term of this EULA, commencing in accordancewith Clause 2.1 and ending in accordance with Clause 2.2;
● “Update” means a hotfix, patch or minor version update to the Software;● “Upgrade” means a major version upgrade of the Software;● “User” means the person to whom the Licensor grants a right to use theSoftware under this EULA; and “User Indemnity Event” has the meaning given
to it in Clause 12.3.

2. Term● 2.1 This EULA shall come into force upon the Effective Date.
● 2.2 This EULA shall continue in force indefinitely, subject to termination inaccordance with Clause 14.

3. License● 3.1 The Licensor hereby grants to the User from the date of supply of the
Software to the User until [the end of the Term]] a worldwide, non-exclusive
license to:○(a) install a single instance for each License of the Software purchaseby the User;○(b) use a single instance of the Software, for each License of the
Software purchase by the User, in accordance with the Documentation;● subject to the limitations and prohibitions set out and referred to in thisClause 3.

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● 3.2 The User may not sub-license and must not purport to sub-license any
rights granted under Clause 3.1[ without the prior written consent of theLicensor].
● 3.3 Save to the extent expressly permitted by this EULA or required byapplicable law on a non-excludable basis, any license granted under thisClause 3 shall be subject to the following prohibitions:○(a) the User must not sell, resell, rent, lease, loan, supply, publish,
distribute or redistribute the Software; (b) the User must not alter, editor adapt the Software; and○(c) the User must not decompile, de-obfuscate or reverse engineer, or
attempt to decompile, de-obfuscate or reverse engineer, the Software.

● 3.4 The User shall be responsible for the security of copies of the Software
supplied to the User under this EULAand shall use all reasonable endeavours(including all reasonable security measures) to ensure that access to suchcopies is restricted to persons authorised to use them under this EULA.

4. Source Code● 4.1 Nothing in this EULA shall give to the User or any other person any right toaccess or use the Source Code or constitute any license of the Source Code.

5. Maintenance Services● 5.1 The Licensor shall provide the Maintenance Services to the User during
the Term.
● 5.2 The Licensor shall provide the Maintenance Services in accordance withthe standards of skill and care reasonably expected from a leading service
provider in the Licensor’s industry.
● 5.3 The Licensor warrants to the User that the application of Updates andUpgrades to the Software by the Licensor will not introduce any Software
Defects into the Software.
● 5.4 The Licensor warrants to the User that the application of Updates andUpgrades to the Software by the User in accordance with the instructions of
the Licensor will not introduce any Software Defects into the Software.
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● 5.5 The Licensor may suspend the provision of the Maintenance Services if
any amount due to be paid by the User to the Licensor under this EULA is
overdue.
● 5.6 The Licensor may terminate the Maintenance Services expiring on or at
any time after the first anniversary of the Effective Date.
● 5.7 If the Licensor stops or makes a good faith decision to stop providing
maintenance services in relation to the Software to its customers generally,
then the Licensor may terminate the Maintenance Services by giving at least
30 days’ written notice of termination to the User.
● 5.8 If the Maintenance Services are terminated in accordance with theprovisions of this Clause 5:○(a) the User must pay to the Licensor any outstanding Charges inrespect of Maintenance Services provided to the User before thetermination of the Maintenance Services;○(b) the Licensor must refund to the User any Charges paid by the Userto the Licensor in respect of Maintenance Services that were to beprovided to the User after the termination of the Maintenance Services;and○(c) the provisions of this Clause 5, excluding this Clause 5.8, shallcease to apply, but the other provisions of this EULA will continue
notwithstanding such termination.

6. Support Services● 6.1 The Licensor shall provide the Support Services to the User during theTerm.
● 6.2 The Licensor shall provide the Support Services in accordance with thestandards of skill and care reasonably expected from a leading service
provider in the Licensor’s industry.
● 6.3 The Licensor may suspend the provision of the Support Services if any
amount due to be paid by the User to the Licensor under this EULA is overdue.
● 6.4 The User may terminate the Support Services by giving to the Licensor
expiring on or at any time after the first anniversary of the Effective Date.
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● 6.5 If the Support Services are terminated in accordance with the provisionsof this Clause 6:○(a) the User must pay to the Licensor any outstanding Charges inrespect of Support Services provided to the User before the terminationof the Support Services;○(b) the Licensor must refund to the User any Charges paid by the Userto the Licensor in respect of Support Services that were to be provided
to the User after the termination of the Support Services; and○(c) the provisions of this Clause 6, excluding this Clause 6.5, shallcease to apply, but the other provisions of this EULA will continue
notwithstanding such termination.

7. No Assignment Of Intellectual Property Rights● 7.1 Nothing in this EULA shall operate to assign or transfer any Intellectual
Property Rights from the Licensor to the User, or from the User to the
Licensor.

8. Charges● 8.1 The User shall pay the Charges to the Licensor in accordance with thisEULA.
● 8.2 All amounts stated in or in relation to this EULA are, unless the context
requires otherwise, stated [inclusive of any applicable value added taxes] OR[exclusive of any applicable value added taxes, which will be added to thoseamounts and payable by the User to the Licensor].

9. Payments● 9.1 The Licensor shall issue invoices for the Charges to the User whengenerating or prolonging a license number for the purchased software.
● 9.2 The User must pay the Charges to the Licensor in advance following thereceipt of an invoice issued in accordance with this Clause 9.

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● 9.3 The User must pay the Charges by debit card, credit card, direct debit,bank transfer or cheque (using such payment details as are notified by the
e-commerce partner of the Licensor to the User).
● 9.4 If the User does not pay any amount properly due to the Licensor under
this EULA, the Licensor may stop delivery of the service.

10. Warranties● 10.1 The Licensor warrants to the User that it has the legal right and authority
to enter into this EULA and to perform its obligations under this EULA.
● 10.2 The Licensor warrants to the User that:○(a) the Software as provided will conform in all respects with theSoftware Specification; (b) the Software will be supplied free from
Software Defects;○(c) the Software will be supplied free from viruses, worms, Trojan
horses, ransomware, spyware, adware and other malicious software
programs; and○(d) the Software shall incorporate security features reflecting therequirements of good industry practice.

● 10.3 The Licensor warrants to the User that the Software, when used by theUser in accordance with this EULA, will not breach any laws, statutes orregulations applicable under Austrian law.
● 10.4 The Licensor warrants to the User that the Software, when used by theUser in accordance with this EULA, will not infringe the Intellectual Property
Rights of any person.
● 10.5 If the Licensor reasonably determines, or any third party alleges, that theuse of the Software by the User in accordance with this EULA infringes any
person’s Intellectual Property Rights, the Licensor may acting reasonably at its
own cost and expense:○(a) modify the Software in such a way that it no longer infringes therelevant Intellectual Property Rights; or○(b) procure for the User the right to use the Software in accordancewith this EULA.
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● 10.6 The User warrants to the Licensor that it has the legal right and authority
to enter into this EULA and to perform its obligations under this EULA.
● 10.7 All of the parties’ warranties and representations in respect of thesubject matter of this EULA are expressly set out in this EULA. To the
maximum extent permitted by applicable law, no other warranties orrepresentations concerning the subject matter of this EULA will be implied
into this EULA or any related contract.

11. Acknowledgements And Warranty Limitations● 11.1 The User acknowledges that complex software is never wholly free fromdefects, errors and bugs; and subject to the other provisions of this EULA, theLicensor gives no warranty or representation that the Software will be wholly
free from defects, errors and bugs.
● 11.2 The User acknowledges that complex software is never entirely free fromsecurity vulnerabilities; and subject to the other provisions of this EULA, theLicensor gives no warranty or representation that the Software will be entirely
secure.
● 11.3 The User acknowledges that the Software is only designed to becompatible with that software specified as compatible in the Software
Specification; and the Licensor does not warrant or represent that the
Software will be compatible with any other software.

12. Indemnities● 12.1 The Licensor shall indemnify and shall keep indemnified the User against
any and all liabilities, damages, losses, costs and expenses (including legal
expenses and amounts reasonably paid in settlement of legal claims)
suffered or incurred by the User and arising directly or indirectly as a result ofany breach by the Licensor of this EULA] (a “Licensor Indemnity Event“).
● 12.2 The User must:○(a) upon becoming aware of an actual or potential Licensor Indemnity
Event, notify the Licensor;○(b) provide to the Licensor all such assistance as may be reasonably
requested by the Licensor in relation to the Licensor Indemnity Event;
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(c) allow the Licensor the exclusive conduct of all disputes,
proceedings, negotiations and settlements with third parties relating to
the Licensor Indemnity Event; and○(d) not admit liability to any third party in connection with the Licensor
Indemnity Event or settle any disputes or proceedings involving a third
party and relating to the Licensor Indemnity Event without the priorwritten consent of the Licensor,● [without prejudice to the Licensor’s obligations under Clause 12.1] OR [and theLicensor’s obligation to indemnify the User under Clause 12.1 shall not apply
unless the User complies with the requirements of this Clause 12.2].
● 12.3 The User shall indemnify and shall keep indemnified the Licensor against
any and all liabilities, damages, losses, costs and expenses (including legal
expenses and amounts reasonably paid in settlement of legal claims)
suffered or incurred by the Licensor and arising directly or indirectly as aresult of any breach by the User of [this EULA] OR [[specify provisions]] (a“User Indemnity Event“).
● 12.4 The Licensor must:○(a) upon becoming aware of an actual or potential User Indemnity
Event, notify the User;○(b) provide to the User all such assistance as may be reasonably
requested by the User in relation to the User Indemnity Event;○(c) allow the User the exclusive conduct of all disputes, proceedings,
negotiations and settlements with third parties relating to the User
Indemnity Event; and○(d) not admit liability to any third party in connection with the User
Indemnity Event or settle any disputes or proceedings involving a third
party and relating to the User Indemnity Event without the prior writtenconsent of the User, without prejudice to the User’s obligations under
Clause 12.3.

● 12.5 The indemnity protection set out in this Clause 12 shall be subject to thelimitations and exclusions of liability set out in this EULA.

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13. Limitations And Exclusions Of Liability● 13.1 Nothing in this EULA will:○(a) limit or exclude any liability for death or personal injury resulting
from negligence;○(b) limit or exclude any liability for fraud or fraudulent
misrepresentation;○(c) limit any liabilities in any way that is not permitted under applicable
law; or○(d) exclude any liabilities that may not be excluded under applicablelaw,● and, if a party is a consumer, that party’s statutory rights will not be excluded
or limited by this EULA, except to the extent permitted by law.
● 13.2 The limitations and exclusions of liability set out in this Clause 13 andelsewhere in this EULA:○(a) are subject to Clauses 13.1 and 16.6; and○(b) govern all liabilities arising under this EULA or relating to the subject
matter of this EULA, including liabilities arising in contract, in tort(including negligence) and for breach of statutory duty, except to theextent expressly provided otherwise in this EULA.

● 13.3 The Licensor will not be liable to the User in respect of any losses arisingout of a Force Majeure Event.
● 13.4 The Licensor will not be liable to the User in respect of any loss of profits
or anticipated savings.
● 13.5 The Licensor will not be liable to the User in respect of any loss ofrevenue or income.
● 13.6 The Licensor will not be liable to the User in respect of any loss ofbusiness, contracts or opportunities.
● 13.7 The Licensor will not be liable to the User in respect of any loss or
corruption of any data, database or software.

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● 13.8 The Licensor will not be liable to the User in respect of any special,
indirect or consequential loss or damage.
● 13.9 The liability of the Licensor to the User under this EULA in respect of any
event or series of related events shall not exceed the greater of:○(a) € 2.000,–; and● (b) the total amount paid and payable by the User to the Licensor under this
EULA in the 12 month period preceding the commencement of the event or
events.13.10 The aggregate liability of the● Licensor to the User under this EULA shall not exceed the greater of:○(a) 10.000,–; and○(b) the total amount paid and payable by the User to the Licensor under
this EULA.

14. Termination● 14.1 The Licensor may terminate this EULA by giving to the User not less than
30 days’ written notice of termination[, expiring at the end of any calendar
month.
● 14.2 Either party may terminate this EULA immediately by giving written
notice of termination to the other party if:○(a) the other party commits any breach of this EULA;○(b) the other party persistently breaches this EULA (irrespective ofwhether such breaches collectively constitute a material breach)]● 14.3 Either party may terminate this EULA immediately by giving written
notice of termination to the other party if:○(a) the other party:■(i) is dissolved;■(ii) ceases to conduct all (or substantially all) of its business;■(iii) is or becomes unable to pay its debts as they fall due;■(iv) is or becomes insolvent or is declared insolvent; or
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(v) convenes a meeting or makes or proposes to make any
arrangement or composition with its creditors;○(b) an administrator, administrative receiver, liquidator, receiver, trustee,
manager or similar is appointed over any of the assets of the otherparty;○(c) an order is made for the winding up of the other party, or the otherparty passes a resolution for its winding up (other than for the purposeof a solvent company reorganisation where the resulting entity willassume all the obligations of the other party under this EULA); or○(d) [if that other party is an individual:■(i) that other party dies;■(ii) as a result of illness or incapacity, that other party becomesincapable of managing his or her own affairs; or■(iii) that other party is the subject of a bankruptcy petition ororder.

● 14.5 The Licensor may terminate this EULA immediately by giving written
notice to the User if:○(a) any amount due to be paid by the User to the Licensor under this
EULA is unpaid by the due date ;○and

15. Effects Of Termination● 15.1 Upon the termination of this EULA, all of the provisions of this EULA shallcease to have effect, save that the following provisions of this EULA shallsurvive and continue to have effect (in accordance with their express terms orotherwise indefinitely): Clauses 1, 3.1, 9.2, 9.4, 12, 13, 15, 16 and 17.
● 15.2 Except to the extent that this EULA expressly provides otherwise, thetermination of this EULA shall not affect the accrued rights of either party.
● 15.3 Within following the termination of this EULA for any reason:

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(a) the User must pay to the Licensor any Charges in respect ofServices provided to the User before the termination of this EULA andin respect of licenses in effect before the termination of this EULA]and○(b) the Licensor must refund to the User any Charges paid by the Userto the Licensor in respect of Services that were to be (but are not)provided to the User after the termination of this EULA and in respectof licenses that were to be (but are not) in effect after the terminationof this EULA, without prejudice to the parties’ other legal rights.

● 15.4 For the avoidance of doubt, the licenses of the Software in this EULA
shall terminate upon the termination of this EULA; and, accordingly, the User
must immediately cease to use the Software upon the termination of thisEULA.
● 15.5 Within 10 Business Days following the termination of this EULA, the Usermust:○(a) return to the Licensor or dispose of as the Licensor may instruct all
media in its possession or control containing the Software; and○(b) irrevocably delete from all computer systems in its possession orcontrol all copies of the Software.

16. General● 16.1 No breach of any provision of this EULA shall be waived except with theexpress written consent of the party not in breach.
● 16.2 If any provision of this EULA is determined by any court or othercompetent authority to be unlawful and/or unenforceable, the other provisionsof this EULA will continue in effect. If any unlawful and/or unenforceable
provision would be lawful or enforceable if part of it were deleted, that partwill be deemed to be deleted, and the rest of the provision will continue in
effect (unless that would contradict the clear intention of the parties, in whichcase the entirety of the relevant provision will be deemed to be deleted).
● 16.3 This EULA may not be varied except by a written document signed by oron behalf of each of the parties.

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● 16.4 Neither party may without the prior written consent of the other party
assign, transfer, charge, license or otherwise deal in or dispose of any
contractual rights or obligations under this EULA.
● 16.5 This EULA is made for the benefit of the parties, and is not intended tobenefit any third party or be enforceable by any third party. The rights of theparties to terminate, rescind, or agree any amendment, waiver, variation orsettlement under or relating to this EULA are not subject to the consent of any
third party.
● 16.6 Nothing in this EULA shall exclude or limit any liability of a party for fraud
or fraudulent misrepresentation, or any other liability of a party that may not
be excluded or limited under applicable law.
● 16.7 Subject to Clauses 13.1 and 16.6, this EULA shall constitute the entire
agreement between the parties in relation to the subject matter of this EULA,
and shall supersede all previous agreements, arrangements andunderstandings between the parties in respect of that subject matter.
● 16.8 This EULA shall be governed by and construed in accordance with
Austrian law.
● 16.9 The courts of Austria shall have exclusive jurisdiction to adjudicate any
dispute arising under or in connection with this EULA.

17. Interpretation● 17.1 In this EULA, a reference to a statute or statutory provision includes areference to: (a) that statute or statutory provision as modified, consolidated
and/or re-enacted from time to time; and (b) any subordinate legislation madeunder that statute or statutory provision.
● 17.2 The Clause headings do not affect the interpretation of this EULA.
● 17.3 References in this EULA to “calendar months” are to the 12 named
periods (January, February and so on) into which a year is divided.
● 17.4 In this EULA, general words shall not be given a restrictive interpretation
by reason of being preceded or followed by words indicating a particular classof acts, matters or things.

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