SOFTWARE LICENSE AND SUPPORT TERMS FOR TeslaEDU
IMPORTANT

UPON PURCHASE OF AND PAYMENT FOR THE SOFTWARE LICENSE AND SUPPORT SERVICES, USE OF THE SOFTWARE IS SUBJECT TO THE Comtrade System Integration d.o.o. Beograd ("Comtrade") SOFTWARE LICENSE AND SUPPORT SERVICES TERMS AND CONDITIONS ("TERMS") SET FORTH BELOW. USING THE SOFTWARE INDICATES THAT YOU ARE AUTHORIZED TO ACCEPT THESE TERMS ON BEHALF OF END CUSTOMER ("LICENSEE") A ND THAT THE END CUSTOMER AGREES WITH THESE TERMS.

READ THESE TERMS BEFORE ELECTRONICALLY DOWNLOADING THE SOFTWARE, INSTALLING THE SOFTWARE, CLICKING ON THE "YES" BUTTON OR ENTERING "I AGREE" IN RESPONSE TO THIS TERMS INQUIRY. ANY OF THE ABOVE ACTIONS INDICATE ACCEPTANCE OF AND LEGALLY BINDS LICENSEE AND COMTRADE TO THE TERMS SET FORTH BELOW. IF THESE TERMS AND CONDITIONS ARE NOT ACCEPTABLE TO YOU AS THE LICENSEE, RETURN THE ENTIRE SOFTWARE PACKAGE UNUSED, INCLUDING THE DOCUMENTATION.
1)	DEFINITIONS

1.1.	"DOCUMENTATION" means manuals and other standard end user and technical documentation that Comtrade ordinarily makes available with Software, including amendments and revisions thereto.

1.2.	"EOL" or "End of Life" means end of the useful life of a version of the Supporting Operational Platform, meaning that manufacturer stoped marketing, selling, or reworking it.

1.3.	"INVOICE" means an invoice or accompanying documentation, specifying Software and Support Services provided to the Licensee, that Comtrade issues to the Licensee.

1.4.	"LICENSE FEE" means the monthly fee designated to Licensee by Comtrade in consideration for grant of the Software License, stated in the Invoice.

1.5.	"SOFTWARE" means the latest version of „TeslaEDU“, Comtrade's software product in binary form as stated in the Invoice and its related Documentation, including any Update that Comtrade may provide.

1.6.	"SOFTWARE LICENSE" means the right to Use the Software which is granted to Licensee according to the Section 2 of these Terms. Each Software License is subject to corresponding License Fee as stated in the Invoice.

1.7.	"SUPPORTING OPERATIONAL PLATFORM" means operational infrastructure required for the Software to operate, i.e.  Microsoft's Azure Information Protection Service for Data Qualifacition as well as Operational Management Suite for Monitoring, as defined in the Documentation. Terms of use of said Microsoft Softwares are available at https://www.microsoft.com/en-us/licensing/product-licensing/products.aspx. 
1.8.	"SUPPORT SERVICES" means the maintenance and support services that Comtrade shall provide according to Section 3 of these Terms.

1.9.	"SUPPORTED VERSIONS" means the most current version of the Software and the release immediately preceding the most current version of the Software.

1.10.	"UPDATES" means changes, errors and defect corrections, patches and minor enhancements of Software and/or Supporting Operational Platform with respect to the functionality or performance of the Software. Comtrade makes Software Updates generally available from time to time as part of Support Services. Updates shall not include Upgrades.

1.11.	"UPGRADES" means the changes to Software, which Comtrade makes generally available from time to time and which contain substantial and significant Updates, or other substantial changes in functionality or performance as compared to the previous version (if any), and which is designated by Comtrade by a number on the left of the decimal point (e.g. version X.0). Upgrades are treated as a new version of the Software and may be separately priced.

1.12.	"USE" means the normal use of Software according to the Documentation. All other rights are reserved unless otherwise specified in these Terms. This means that copying, modifications, distribution, sub-licensing, renting, leasing, publicly displaying or any other way of use is not allowed.
2)	LICENSE

2.1. GRANT OF LICENSE

In return for the License Fee, Comtrade grants Licensee a non-exclusive and non-transferable license to Use the version of the Software listed in the Invoice in accordance with these Terms and only while the License Fee has been paid. All Software Licenses will be exitent as invoices are paid unless terminated under the Section 2.3 herein or an alternative agreement is signed regulating the same matter in  a different way.

2.2. GENERAL LICENSE TERMS

2.2.1. The Software is owned and copyrighted by Comtrade. Licensee has no rights in the Software except as explicitly stated in these Terms. Licensee may not reproduce, modify, distribute or use the Software in any way not being granted under this Software License. These Terms confer no title or ownership and are not a sale of any rights in the Software or the media on which they are recorded or printed. Third party suppliers may protect their rights in the Software in the event of any infringement.

2.2.2. Updates or other minor enhancements of the Software are available as part of Support Services.

2.2.3. Licensee acknowledges that Software represents an add-on to Supporting Operational Platform and accepts its obligation to have and keep updated Supporting Operational Platform during all the time of using Software. Any Update of Supporting Operational Platform will provoke Update of Software and therefore Comtrade reserves the right to require additional licenses and fees for Use of the Software against an upgraded Supporting Operational Platform. Licensee is aware that Supporting Operational Platform is subject to its own limitations and guarantees and therefore Comtrade cannot be held responsible in the case of its failure that could result in Software being unavailable or misbehaving.

2.2.4. Licensee shall not disassemble, decompile or reverse engineer the Software without Comtrade's prior written consent and/or if allowed by the applicable law. Where Licensee has other rights under statute, Licensee will provide Comtrade with reasonably detailed information regarding any intended disassembly or de-compilation.

2.2.5. Software License is only transferable and able to use subject to Comtrade's prior written authorization and payment to Comtrade of any applicable License Fees. All Terms will be binding on involuntary transferees, notice of which is hereby given. Software License of Licensee will automatically terminate upon transfer.

2.3. Licensee who exports, re-exports or imports Comtrade licensed products, technology or technical data purchased hereunder, assumes all responsibility for complying with applicable laws and regulations and for obtaining required export and import authorizations. Comtrade may suspend performance if Licensee is in violation of any applicable laws and/or regulations.

2.4. PROVIDED THAT THE LICENSE FEE HAS BEEN PAID FOR AND THAT THE SOFTWARE IS RUNNING UNDER THE CERTIFIED ENVIRONMENTS SPECIFIED IN THE RELEASE NOTES AND OTHER DOCUMENTATION FOR THAT SOFTWARE, COMTRADE WARRANTS THAT THE SOFTWARE SHALL WORK IN ACCORDANCE WITH SPECIFICATIONS. THE FOLLOWING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS OR PROMISES TO LICENSEE OR ANY THIRD PARTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING BY STATUE, LAW, COURSE OF DEALING, CUSTOM AND PRACTICE OR TRADE USAGE REGARDING THE SOFTWARE. EXCEPT AS PROVIDED ABOVE, THE SOFTWARE AND SUPPORT SERVICES ARE PROVIDED "AS IS".

3)	SUPPORT

3.1. SUPPORT SERVICES

3.1.1. Comtrade shall support Supported Versions according to technical support and maintenance as defined in this Section.

3.2. SOFTWARE TECHNICAL SUPPORT

3.2.1. Comtrade shall provide as part of Support Services assistance in the English and Serbian language, by telephone, or other electronic means available by Comtrade, to answer urgent and immediate questions, during business hours (9.00h – 17.00h).

3.2.2. All telephone assistance shall be given only to two (2) named employees of Licensee with sufficient knowledge of the Software ("Designated Licensee Contacts"); Licensee shall inform Comtrade of such Designated Licensee Contacts with full names followed by the title, telephone number and e-mail address (maximum of two are included without additional costs) in writing (by post or via e-mail). Licensee may change such Designated Licensee Contacts from time to time by written notice to Comtrade. Comtrade shall not be required to deal with any person other than the Designated Licensee Contacts.

3.2.3. All additional assistance provided by Comtrade to Licensee, including, but not limited to, on-site implementation, training, custom programming, data conversion and consulting shall be charged at Comtrade's then-current standard consulting rates.

3.2.4. Comtrade shall use commercially reasonable efforts to remedy any reproducible Error (as defined below) in the Software reported in writing by Licensee.

3.2.5. "Error" shall mean a material failure of the Software to conform to its functional specifications as described in the applicable Documentation, which failure is demonstrable in the environment for which the Software was designed and causes it to be inoperable, to operate improperly in the environment for which it was designed, or produces results different from those described in the applicable Documentation. Comtrade shall respond and inform Licensee of the identity of the Comtrade personnel assigned and of the action plan to seek resolution. Comtrade will, in addition, provide regular status updates. Failure resulting from Licensee's negligence or improper use of the Software, modifications or damages to the Software by Licensee, and Licensee's use of the Software on a platform or with an operating system other than the designated platform in the Documentation or in combination with any third party software not envisaged by Comtrade, are not considered Errors except as reasonably contemplated by the parties.

3.3. LICENSEE OBLIGATIONS

In addition to providing Comtrade with full, good faith cooperation and such information as may be required by Comtrade in order to perform the Support Services, Licensee shall provide Comtrade with (i) specific detailed information concerning Licensee's use of the Software as may be required for the performance of the Support Services,(ii) all necessary computer services information and access to key personnel needed to provide the Support Services. If Licensee fails or delays in its performance of any of the foregoing responsibilities, Comtrade shall be relieved of its obligations hereunder to the extent such obligations are dependent upon such performance and Comtrade shall not be liable for any delay, non-compliance or inadequate performance of its obligations or any damages or loss arising out of such non-compliance. Additionally, Licensee shall be obliged to apply Comtrade as its Digital Partner of Record (DPOR) at the Microsoft Corporation website proclaming Comtrade as a partner who helped Licensee to build, deploy or manage the Microsoft service in subject.

3.4. LICENSE GRANT

In the event any work product or code is created as part of Support Services, such work product or code shall be included within Software and licensed to Licensee under these Terms, and Comtrade shall retain exclusively all right, title and interest in and to such work product or code and any derivatives, enhancements or modifications to the Software created by Comtrade or Licensee.

3.5. EXCLUSIONS

Comtrade is not required to provide any Support Services relating to issues arising out of (i) equipment, on which the Software is installed, that is not configured as specified in the Documentation or as otherwise specified by Comtrade; (ii) changes to the Supporting Operational Platform and/or operating system or environment which adversely affect the Software; (iii) use of the Software in a manner not specified in the Documentation unless reasonably contemplated by the parties; (iv) the version of the Software that is not Supported Versions; (v) accident, negligence, or misuse of the Software; or (vi) modifications to the Software done by Licensee and/or any third party other than Comtrade unless such modifications were reasonably contemplated by the parties.

3.6. MAINTENANCE

As long as the Licensee is entitled to Support Services, Comtrade shall provide the Licensee with Updates along with other generally available technical material. These maintenance materials including the Software may not be used to increase the licensed number of versions or copies of the Software. The Licensee agrees not to use or transfer the prior version but to destroy or archive the prior version of the Software. These Terms shall apply also to any Updates and Upgrades.

3.7. WARRANTY

PROVIDED THAT FEES HAS BEEN PAID FOR, COMTRADE WILL ENABLE LICENSEE TO USE SOFTWARE WITHIN PAID PERIOD AND TO RECTIFY OR PROVIDE SOLUTIONS TO PROBLEMS WHERE THE SOFTWARE DOES NOT FUNCTION AS DESCRIBED IN THE DOCUMENTATION, BUT COMTRADE DOES NOT GUARANTEE THAT THE PROBLEMS WILL BE SOLVED OR THAT ANY ITEM WILL BE ERROR FREE. THESE TERMS ARE ONLY APPLICABLE TO SOFTWARE RUNNING UNDER THE CERTIFIED ENVIRONMENTS SPECIFIED IN THE RELEASE NOTES AND OTHER DOCUMENTATION FOR THAT SOFTWARE. COMTRADE WILL PROVIDE THE LICENSEE WITH SUBSTANTIALLY THE SAME LEVEL OF SERVICES THROUGHOUT THE TERM. THE FOLLOWING WARRANTY IS IN LIEU OF ALL OTHER  WARRANTIES, CONDITIONS OR PROMISES TO LICENSEE OR ANY THIRD PARTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING BY STATUE, LAW, COURSE OF DEALING, CUSTOM AND PRACTICE OR TRADE USAGE REGARDING THE SUPPORT SERVICES. EXCEPT AS PROVIDED ABOVE, THE SOFTWARE AND SUPPORT SERVICES ARE PROVIDED "AS IS".

4)	TERM AND TERMINATION

These Terms shall start on the day of the Invoice issuance (hereafter referred to as the Effective Date). The Software License lasts as long as invoices are paid, unless Licensee breaches the provisions of these Terms; in such case, the Software License is terminated with immediate effect as stated in Article 2.3. of these Terms. These Terms may be terminated for non-payment or material breach. Any fees paid or due are non-refundable unless Comtrade has materially breached these Terms and has failed to cure the breach after 30 days written notice.

5)	PAYMENTS

Fees shall be invoiced on a monthly basis and in accordance with pricing and dynamics stated at the official Comtrade’s website being in use at the moment of invoicing.

The amount stated in Invoice is related exclusively to number of users also stated in Invoice. For each additional user, Comtrade shall be entitled to invoice additional price.

6)	GENERAL PROVISIONS

6.1. Licensee may not assign, sub-license or in any other way transfer any rights or obligations hereunder to any person or entity, in whole or in part, without prior written consent of Comtrade.

6.2. TO THE MAXIMUM EXTENT ALLOWED BY LAW, COMTRADE SHALL NOT BE LIABLE FOR LOSS OF PROFIT, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA OR COMPUTER PROGRAMS INCLUDING THE COST OF RECOVERING SUCH DATA OR COMPUTER PROGRAMS OR ANY OTHER BUSINESS OR PROPERTY DAMAGE, AS WELL AS FOR ANY INJURY, LOSS OR DAMAGE WHETHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL ARISING OUT OF ANY CAUSE WHATSOEVER, EVEN IF FORESEEABLE OR IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

6.3. ANY LIABILITY OF COMTRADE SHALL BE LIMITED IN THE AGGREGATE TO THE AMOUNTS PAID BY LICENSEE FOR THE SOFTWARE. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND/ OR ANY OTHER TORTS.

6.4. Non-performance of Comtrade will be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, or other similar reason where failure to perform is beyond the control of Comtrade.

6.5. Comtrade is entitled to use Licensee's logos, trademarks, trade names, word marks, service marks and trade dress (hereinafter jointly referred as: Licensee's Trademarks) only for marketing and advertising purposes. Comtrade is particularly allowed to use Licensee's Trademarks, as defined herein, in advertising, promotional and sales materials, as a referential phrase on Comtrade's web sites, in connection with book titles, magazines, periodicals, seminars, or conferences where Comtrade participate. Comtrade acknowledge that Licensee is the sole owner of the Licensee's Trademarks and obliged itself not to interfere with Licensee's Trademarks, including challenging them, registration of, or application to register such rights, alone or in combination with other words or symbols, anywhere in the world, and that it will not harm, misuse, or bring into disrepute any of them.

6.6. Licensee acknowledges that it has read these Terms, that it understands the Terms and agrees to be bound by them. Furthermore, the parties agree that this is the complete and exclusive statement of the Terms between the parties, which supersedes any and all previous communications, representations or agreements between the parties, whether oral or written, regarding the subject of these Terms. Licensee's additional or different terms and conditions will not apply, except if stated in Licensee's Invoice.

6.7. Comtrade and/or interested third party may audit Licensee's Use of the Software (e.g., through use of software tools) to assess whether Licensee's Use of the Software is in accordance with invoice or compliancy standards set by Comtrade vendors or the law. Licensee will cooperate with such an audit and provide assistance and access to any information requested for this purpose and agrees to pay within 15 days of delivery of written notification any fees applicable to use of the Software in excess of Licensee's rights. Licensee agrees that Comtrade shall not be responsible for any of costs incurred in cooperating with the audit.

6.8. These Terms may not be modified or altered except by a written amendment signed by an authorized representative of each party.

6.9. If any provision of these Terms is held to be invalid or unenforceable, in whole or in part, by a court of competent jurisdiction, then the remaining provisions  will nevertheless  remain in full force and effect,  and the parties  will negotiate in  good-faith a substitute,  valid and enforceable  provision which most  nearly reflects  the parties' intent in entering  into these Terms, unless Comtrade deems the unenforceable provision to be essential to these Terms, in which case Comtrade may terminate these Terms, effective immediately upon notice to Licensee.

6.10. These Terms and performance hereunder shall be governed in accordance with the Serbian law without reference to its conflict of laws provisions, and any legal action with respect to these Terms shall be brought in the jurisdiction of the competent court in Belgrade.

6.11. No action, regardless of form, arising out of these Terms may be brought by Licensee more than one (1) year after the cause of action has arisen.

6.12. These Terms shall be biding on any legal successors, transferees and assignees. In such cases Licensee or its successors, transferees or assignees must notify Comtrade of such changes.


I, the Licensee, hereby state that I have read, that I understand and agree to these Terms