FIRECLIP USER LICENSE AGREEMENT
Version 1, effective as of October 19, 2022
IMPORTANT! Please read this End User License Agreement (“EULA”) before You purchase a License Key for the FireClip and subsequently download and use the FireClip
By purchasing a License Key and/or downloading and using the FireClip, 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 FireClip.
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 ORAILS.
1. Definitions
1.1 In this EULA the expressions below shall have the meaning assigned to them in this clause, unless the context requires otherwise:
“Confidential Information” — any and all information that ORAILS discloses to You, whether in writing, electronically or orally and in any form (tangible or intangible) that is confidential, proprietary, or relates to shareholders, whether commercial, technical, financial, customer, supplier, product or production related;
“Documentation” the detailed information about the FireClip, its features and the system requirements as made available on the website of ORAILS, as amended from time to time;
“FireClip” a software product available at https://fireclip.net/download
“FireClip.net” the website of the “Fireclip” product.
“FireClip License” the license for the FireClip 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 FireClip;
“License Key” a unique code provided by ORAILS, which enables You to activate the your FireClip account or product and to subsequently use the FireClip during the applicable license term;
“Open Source Software” any software that requires as a condition of use, copying, modification and/or distribution of such software that such software or other software incorporated into, derived from or distributed with such software (a) be disclosed or distributed in source code form, and (b) be licensed for the purpose of making and/or distributing derivative works, and (c) be redistributable at no charge;
“ORAILS” or “we” means ORAILS S.R.L., having its principal place of business in Chisinau, Moldova.
“FireClip” any software application and/or all of the contents of the files and/or other media, including software setup files, licensed to You by ORAILS, including any Updates;
“Updates” any modified versions and updates of, and additions to the FireClip (excluding upgrades of the FireClip);
“Use” the access, download, install, copy or get benefit from using the FireClip in accordance with the documentation;
“You” you, the final and ultimate user of the FireClip or the authorized representative of a company or other legal entity that will be the final and ultimate user of the FireClip, and the company or other legal entity that will be the final and ultimate user of the FireClip, if applicable.
“Fallback Date” means the date 12 months prior to the expiration date of the Subscription.
“Fallback Version” means the most recent Product Version that ORAILS made available for public purchase prior to the Fallback Date, along with any Bug Fix Updates for that Product Version. The Fallback Version does not include any Product updates or upgrades other than Bug Fix Updates that User may have used in the period between the Fallback Date and the expiration date of User’s Subscription.
2. General
2.1 This EULA applies to any licenses granted to You by ORAILS for the use of the FireClip.
2.2 By purchasing a License Key for the FireClip and/or downloading and using the FireClip, You enter into this EULA with ORAILS.
2.3 You acknowledge that this EULA may be modified from time to time without prior notice to You. Such modifications will be effective upon posting on https://www.ORAILS.com/eula/
3. License
3.1 ORAILS grants You a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to Use the FireClip in accordance with this EULA. ORAILS reserves all rights not expressly granted to You.
3.2 ORAILS is and remains the owner of any intellectual property rights with respect to the FireClip. You shall not acquire any ownership to the FireClip as result of Your purchase of the License Key or Your Use of the FireClip.
3.3 Following the expiration of this Agreement, you may be granted access to the Fallback Version of a Product covered by the Subscription of the Product Holder. In that case, the rights stipulated in Section 3.1 shall continue on a perpetual, royalty-free, non-exclusive, and non-transferable basis for the continued use of a Fallback Version of FireClip.
4. Permitted use and restrictions
4.1 In order to be able to install the FireClip and receive Updates and upgrades, Your device shall have access to the Internet and shall meet the system requirements described in the Documentation that can be found on the webpage: www.ORAILS.com/updates/.
4.2 You shall Use the FireClip on your personal devices unless You have purchased a volume license. In the event You have purchased a volume license, the number of users of FireClip on shall not exceed the number of FireClip Licenses purchased. If You exceed the limit, ORAILS may block the License Key and request legal actions.
4.3 You shall Use the FireClip in accordance with applicable laws and shall not: a. rent, lease, lend, sell, redistribute, sublicense or otherwise commercially exploit the License Key;
b. assign the License Key or the FireClip subscription without prior written approval of ORAILS;
c. Use the FireClip for any unlawful or illegal activity, or to facilitate an unlawful or illegal activity;
d. delete or alter any disclaimers, warnings, copyright or other proprietary notices accompanying the FireClip;
e. 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 FireClip and the License Key or any parts thereof, except to the extent permitted by applicable law; or
f. disclose Confidential Information unless if this is required by law or authoritative order.
4.4 ORAILS may modify the FireClip 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.
4.5 ORAILS may publish certain Open Source Software whose terms and conditions can be found at: https://github.com/ORAILS/. Some of these may be shipped with the FireClip. In any case, when you are using them, You shall adhere to the relevant terms and conditions.
5. Maintenance and support
5.1 ORAILS will notify You of any available Updates and upgrades.
5.3 You may need to pay an additional fee in order to be able to download an upgrade.
5.4 You can download available Updates and upgrades from the website of ORAILS.
5.5 Any maintenance and support provided by ORAILS, 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.
5.6 The terms of this EULA will govern any Updates.
6. Use of data
6.1 ORAILS and its subsidiaries may periodically collect and use technical and related data concerning the FireClip You have licensed, including about the version number of the FireClip You have installed and about the system You have installed the FireClip on. ORAILS will use such data to facilitate maintenance and support with respect to the FireClip, to improve its products and to provide further services or technologies to You.
6.2 ORAILS may process personal data with respect to You, if and to the extent necessary to provide the License Key, to provide maintenance and support to You with respect to the FireClip and to comply with its obligations under this EULA. To the extent ORAILS will process personal data, it will comply with its obligations under applicable data protection law. Please see our privacy statement for more details on the processing of Your personal data that ORAILS has collected and received through its website.
7. Disclaimer
7.1 You Use the FireClip and FireClip.net at Your own risk and the entire risk as to satisfactory quality, performance and accuracy is with You.
7.2 The FireClip and accompanying documentation are provided on an “as is” and “as available” basis without warranty - express or implied - of any kind, and ORAILS specifically disclaims the warranty of fitness for a particular purpose. No oral or written advice given by ORAILS, 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.
8. Liability limitation
8.1 THE TOTAL LIABILITY OF THE ORAILS PARTIES IN ANY MATTER ARISING OUT OF OR IN RELATION TO THIS AGREEMENT IS LIMITED TO THE GREATER OF (A) TEN (10) US DOLLARS OR (B) THE AGGREGATE AMOUNT PAID OR PAYABLE BY USER DURING THE THREE-MONTH PERIOD PRECEDING THE EVENT, FOR THE PRODUCTS GIVING RISE TO THE LIABILITY. THIS LIMITATION WILL APPLY EVEN IF THE ORAILS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF LIABILITY EXCEEDING SUCH AN AMOUNT AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ORAILS PARTIES BE LIABLE TO YOU, YOUR AFFILIATES, USERS, OR ANYONE ELSE FOR: (A) ANY LOSS OF USE, DATA, GOODWILL, OR PROFITS, WHETHER OR NOT FORESEEABLE; (B) ANY LOSS OR DAMAGES IN CONNECTION WITH TERMINATION OR SUSPENSION OF YOUR ACCESS TO THE PRODUCTS IN ACCORDANCE WITH THIS AGREEMENT; OR (C) ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER (EVEN IF THE RELEVANT ORAILS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), INCLUDING THOSE (X) RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT THEY ARE FORESEEABLE, (Y) BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR (Z) ARISING FROM ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE PRODUCTS OR SUPPORT. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
9. Termination
9.1 This EULA will continue to be in force until the expiry or termination of the FireClip subscription.
9.2 The License Key will terminate automatically at the end of the FireClip subscription, unless renewed or activated prior to the end of the applicable license term.
9.3 ORAILS is entitled to terminate the FireClip subscription by blocking the License 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 fee for the License Key within the applicable payment term, or in the event ORAILS is required to do so by law or an order of an applicable court.
9.4 Upon expiry or termination of this agreement, you shall cease all use of the FireClip unless you were granted a granted access to the Fallback Version.
9.5 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.
10. General
Reservation of Rights. ORAILS reserves the right at any time to cease its support of the Product and to alter prices, features, specifications, capabilities, functions, terms of use, release dates, general availability, and other characteristics of the Product. Nothing in this Agreement limits any rights a consumer may have under applicable consumer protection laws.
10.1 This EULA shall be governed by and construed in accordance with the laws of the Republic of Moldova, excluding its conflicts of law rules.
10.2 Any dispute between ORAILS and You shall exclusively be submitted to the competent court in Chisinau, Republic of Moldova.
10.3 Children and minors. If you are under 18 years old, then by entering into this Agreement you explicitly stipulate that (i) you have legal capacity to conclude this Agreement or that you have valid consent from a parent or legal guardian to do so and (ii) you understand the FireClip Privacy Policy. You may not enter into this Agreement if you are under 13 years old. IF YOU DO NOT UNDERSTAND THIS SECTION, DO NOT UNDERSTAND THE PRIVACY POLICY, OR DO NOT KNOW WHETHER YOU HAVE THE LEGAL CAPACITY TO ACCEPT THESE TERMS, PLEASE ASK YOUR PARENT OR LEGAL GUARDIAN FOR HELP