Terms and Conditions

RCDevs OpenOTP Enterprise Agreements

RCDevs OpenOTP Enterprise Subscription Software License Agreement
RCDevs OpenOTP Enterprise Perpetual Software License Agreement
RCDevs OpenOTP Enterprise Software Support and Maintenance Agreement
RCDevs Hardware Sales Agreement


RCDevs OpenOTP Enterprise Subscription Software License Agreement

This RCDevs OpenOTP Enterprise Subscription Software License Agreement (“Agreement”) executed by and between RCDevs SA having his principal place of business at 1 Avenue du Blues, L-4368, Belvaux, Luxembourg (“RCDevs”) and the Licensee entitles the Licensee to use the Software defined in clause 1 below, regardless of the means of transmission or delivery, subject to the terms and conditions mentioned below.

RCDevs and the Licensee are here below collectively and individually referred to as the “Parties” or “Party”.

Licensee may contact RCDevs Sales Department at:
RCDevs SA, 1 Avenue du Blues, L-4368, Belvaux, Luxembourg
Telephone : +352 26 17 61 21
Fax : +33 (0)9 72 14 52 97
Email :

Preamble

RCDevs SA is a company developing and distributing computer software products and providing customer services. This Agreement regulates the provision and use for the Software products licensed by the Licensee from RCDevs. Any counter-confirmation or general terms and conditions of business of contractual Parties are hereby explicitly objected to. The foregoing shall also apply if the submission of offers or acceptance of offers by contractual Parties is made making reference to any prior-ranking applicability of the own general terms and conditions of business.

Definitions

“Error” or “Errors” means that the Software when used in the operating environment and otherwise according to the instructions of RCDevs, does not operate materially in essential parts as defined in Software Documentation. The defects or non-conformities causing minor and trivial deviations there from are not considered as errors.

“Fix” or “Fixes” means the repair or replacement of object or executable code versions of the Software to remedy an Error.

“Update” or “Updates” shall mean a minor release of the Software consisting primarily of bug fixes and Error corrections. Updates do not include new or additional functionality.

“New Version” or “New Versions” shall mean a release of the Software including new or additional functionalities.

"Concurrent Users" shall mean the number of users registered in the Software who are able to use the Software functionalities at the same time.

“Server” or “Servers” shall mean one or several single user computers and/or a network servers having the Software installed and running.

“Licensee” is the person or the company to whom the license is granted.

IMPORTANT: READ CAREFULLY: By using, installing or copying the Software the Licensee fully accepts the present Agreement. If the Licensee does not agree, he shall not install and use the Software.

1. Software

The Software in this Agreement (“Software”) shall mean (i) RCDevs OTP Authentication Server (“OpenOTP”), Web-Based LDAP Administrator (“WebADM”), OpenOTP Radius Bridge (“RadiusBridge”), RCDevs Directory Server, SMS Hub Server (“SMSHub”), Single Sign-On Server (“OpenSSO”), User Self-Service Desk (“SelfDesk”), Token Self-Registration (“SelfReg”) and OpenID Provider (“OpenID”) with which the Agreement is provided, (ii) any explaining materials and any documentation related to the Software including, without limitation, any description of the Software, its specification, description of properties, description of control, description of interface in which the Software is used, a manual or installation handbook of the Software or any description of the correct use of the Software ("Documentation"), (iii) copies of the Software, Fix of Errors, if any, of the Software, additions to the Software, extensions of the Software, modified versions of the Software, Updates and New Versions of the Software, if supplied, in respect of which RCDevs grants the License pursuant to clause 3 below (“License”). RCDevs shall supply the Software only in the form of executable code.

2. Installation

The Software requires installation. The Licensee must install the Software on a correctly configured Server complying with requirements set out in the Documentation. The manner of installation is specified in the Documentation. No computer programs, applications and the like or hardware which could unfavorably affect the Software may be installed on the Server on which the Software is installed.

3. License

Provided that the Licensee has discharged his obligations hereunder, including by paying the License Fee referred to in clause 10 when due and payable (as per the relevant invoice for the Software License (“Invoice”)), RCDevs grants the Licensee a non-transferable and non-exclusive license to (i) use the Software on a limited number of Servers as specified in the Invoice (the “Maximum Servers”) and (ii) for a limited number of Concurrent Users as specified in the Invoice (the “Maximum Concurrent Users”).

The Licensee may install and use the Software for his internal purposes and only for the period for which he purchased or renewed the Software License. The Software License is provided by RCDevs with one or several servers license files. The use of the Software is permitted only for the Server or Servers which network addresses have been included by RCDevs in the relevant license file(s). The Licensee may also make copies of the Software for backup and disaster recovery purposes.

4. Obligations and Restrictions on License

The License is subject to the following obligations and restrictions:

a. The Licensee shall use the Software only with the authorized Server or Servers, which network addresses have been included in the relevant license file(s). The provided license file(s) may not be shared by alternating use of the Software between different Servers. b. The Licensee is expressly prohibited from sub-licensing, selling, renting, leasing or otherwise distributing the Software to third parties or using the Software to develop any derivative work or similar application.

c. The Licensee shall use the Software only in the manner which is in accordance with all applicable legal regulations in the laws under which he uses the Software including, without limitation, in accordance with applicable limitations arising from copyright laws and other intellectual property rights.

d. The Licensee shall not use, modify, interpret, reproduce or transfer his rights to use the Software or copies of the Software in any manner other than as expressly provided for in this Agreement.

e. The Licensee shall not analyze, decompile, disassemble a source code or seek to obtain a source code of the Software in any other manner. RCDevs, in his sole and absolute discretion, may have included a portion of the source code or online documentation of the Software. Except for any such portions, THE LICENSEE SHALL NOT MODIFY, REVERSE ENGINEER, DECOMPILE, DISASSEMBLE, OR OTHERWISE ATTEMPT TO DISCOVER THE SOURCE CODE OF THE SOFTWARE, except to the extent this restriction is prohibited by applicable law.

f. The Licensee shall not use the Software obtained on a trial version or Not-For-Resale ("NFR") basis in any way in order to avoid payment of the License Fee under clause 10 below.

g. The Licensee shall not obscure, alter or remove any patent, copyright or trademark marking or legend contained on or in any Software or any associated medium or Documentation.

h. The Licensee shall not permit or authorize any person to do or attempt to do anything with respect to the Software that he cannot do himself under this Agreement.

The Licensee shall use his best efforts to promptly notify RCDevs upon learning of any violation of the above restrictions.

5. Intellectual Property Ownership, Reservation of Rights

Title, copyright, ownership rights, and any other intellectual property rights in and to the Software, including its Documentation, and each copy thereof are and shall remain the only and absolute property of RCDevs. Except as expressly stated herein, this Agreement does not grant the Licensee any intellectual property rights in the Software and all rights not expressly granted are reserved by RCDevs.

6. Commencement and End of the Agreement

This Agreement enters into force at the date written in the Invoice (the “Effective Date”). The initial term of this Agreement is written in the Invoice (the “Initial Term”). This Agreement is terminated on the day of expiration of the Initial Term unless the Parties prolong its effect on mutual consent before the day of expiration. The Licensee may renew this Agreement on an annual basis by paying RCDevs the applicable Software License renewal fees, unless RCDevs notifies the Licensee at least 60 days before the expiration of the Initial Term or any Renewal Term of its intent not to renew the Software License.

Upon payment of the renewal fees, this Agreement is automatically renewed for a period (The “Renewal Term”) written in the relevant Software License renewal invoice. If not explicitly written, the Renewal Term is one (1) year and commences at the delivery date of the relevant renewal invoice.

The Licensee’s rights shall automatically and immediately extinguish without any prior notice from RCDevs if he fails to comply with the provision of this Agreement.

This Agreement may be terminated by either party prior to the end of the Initial Term or any Renewal Term if the other party is in material breach of any term or condition of this Agreement and such breach is not remedied for a period of thirty (30) days after the party in breach has been notified in writing of such breach by the other party.

Upon expiration or termination of the Agreement for any reason, the limited right to use the Software granted to Licensee under this Agreement will immediately terminate and the Licensee has no further right to use the software in any way. The Licensee shall immediately desinstall, delete, destroy or return at his own costs the Software, all back-up copies, if any, and all related materials to RCDevs.

7. DISCLAIMER OF WARRANTIES

THE LICENSEE ACKNOWLEDGES THAT THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY EXPRESS OR IMPLIED GUARANTEE OF ANY TYPE, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, NEITHER RCDEVS, HIS LICENSE PROVIDERS NOR COPYRIGHT HOLDERS PROVIDE ANY EXPRESS OR IMPLIED WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. RCDEVS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION

THE WARRANTIES OF TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, NONINTERFERENCE, AND FITNESS FOR A PARTICULAR PURPOSE. NO GUARANTEE FROM RCDEVS OR ANY OTHER PARTY EXISTS THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL COMPLY WITH THE LICENSEE’S REQUIREMENTS OR THAT THE SOFTWARE OPERATION WILL BE SMOOTH AND FREE OF ERRORS, OR COMPATIBLE WITH PRE-EXISTING EQUIPMENT OR SOFTWARE. THE LICENSEE ASSUMES FULL LIABILITY AND RISK FOR SELECTION OF THE SOFTWARE TO ACHIEVE RESULTS INTENDED BY HIM AND FOR THE INSTALLATION, USE AND RESULTS THAT HE WILL ACHIEVE WITH THE SOFTWARE.

THE LICENSEE ACKNOWLEDGES AND AGREES THAT AS SET OUT IN CLAUSES 2 ABOVE, INSTALLATION OF THE SOFTWARE MAY AFFECT THE OPERATION OF THE EQUIPMENT ON WHICH IT IS INSTALLED.

THE LICENSEE ACKNOWLEDGES AND AGREES THAT RCDEVS UNDERTAKES WARRANTY FOR ONLY THAT WITHIN THE EFFECT OF THIS AGREEMENT, THE SOFTWARE WILL GENERALLY PROVIDE THE FUNCTIONS DETERMINED IN THE DOCUMENTATION.

8. No Further Obligations

This Agreement imposes no obligations on RCDevs except for the obligations specifically listed in this Agreement. RCDevs shall have no obligation to provide any support, maintenance, consultancy, training, upgrades or new releases for the Software.

The Licensee acknowledges and agrees that this Agreement does not include any support or maintenance terms. The Software support and maintenance services will be delivered according to RCDevs‘ Software support and maintenance terms, which are available from RCDevs in a separated agreement.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL RCDEVS, HIS OFFICERS, EMPLOYEES AND/OR LICENSE PROVIDERS BE HELD LIABLE FOR ANY LOST PROFIT, REVENUE, SAVINGS OR SALES, OR FOR ANY LOSS OF DATA, OR FOR COSTS EXPENDED TO PROCURE SPARE GOODS OR SERVICES, FOR PROPERTY DAMAGE, PERSONAL DAMAGE, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, ECONOMIC, COVERING, CRIMINAL, SPECIAL OR CONSEQUENTIAL DAMAGE, CAUSED IN ANY MANNER WHATSOEVER, WHETHER ARISING FROM A CONTRACT, NEGLIGENCE OR OTHER FACT ESTABLISHING THE OCCURRENCE OF LIABILITY, INCURRED DUE TO THE USE OF OR IMPOSSIBILITY TO USE THE SOFTWARE, EVEN IN THE EVENT THAT RCDEVS OR HIS LICENSE PROVIDERS HAVE BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE CERTAIN JURISDICTIONS AND CERTAIN LAWS DO NOT PERMIT THE EXCLUSION OF LIABILITY BUT MAY ALLOW THE LIMITATION OF LIABILITY, THE LIABILITY OF RCDEVS, HIS OFFICERS, HIS EMPLOYEES AND/OR LICENSE PROVIDERS IN SUCH CIRCUMSTANCES SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO 5.000 EUROS.

No provision of this Agreement shall affect the rights of such a Party for which the law recognizes the rights and position of a consumer. RCDevs on its own behalf, on behalf of its officers, employees and on behalf of its license providers shall act for the purpose of refusal, exclusion or limitation of the obligations, liability and warranties as set out in clause 9, except for any other purpose or in any other matters.

10. License Fee and Payment Terms

The Software is licensed not sold. An annual License Fee for the Software shall be specified in the relevant Invoice for the Software License (the "License Fee") which shall make reference to the Maximum Servers and Maximum Concurrent Users for which the Software is designated. Upon due payment of the License Fee, the Licensee shall become entitled to use the Software in accordance with the terms and conditions of this Agreement throughout the period for which the Licensee has acquired the right to use the Software. By paying the License Fee, Licensee agrees to be bound by the terms and conditions of the present Agreement. Unless another due/maturity date is specified in the Invoice issued by RCDevs or his designee, the License Fee shall be due upon delivery of the Software. The Licensee shall be liable for the fulfillment of tax and duty charges related to the provision of the License for the Software stipulated by applicable law, except for income taxes of RCDevs. If the License Fee is not paid by the due/maturity date, the License for the Software shall be automatically revoked and the Licensee shall pay all costs connected with the recovery of a receivable due, including attorney fees and court fees (on an attorney-own-client scale). The obligation to pay the License Fee shall not apply to the Software provided as NFR or a trial version or to Software otherwise distributed without charge. The Software License Fee does not include the support and maintenance services for the Software.

In the event that the Licensee needs to use the Software on more Servers or exceeds the number of Maximum Concurrent Users licensed, the Licensee agrees to request from RCDevs and pay for the required additional Servers and/or Concurrent Users.

In the event that RCDevs discovers that the Licensee uses the Software in a way that exceeds the number of Maximum Servers or Maximum Concurrent Users licensed, RCDevs shall revoke this Agreement and/or seek any other legal remedies to which it is entitled.

11. NFR and Trial Version

The Licensee may use the Software supplied as NFR or trial version exclusively for verifying and testing the Software features. He may also use the NFR Software for demonstration purposes.

12. Organization and End User Data on End User and Protection of Rights

The Licensee agrees that RCDevs may check, by his own means, whether the Licensee is using the Software in accordance with the provisions of this Agreement. The Licensee hereby authorizes RCDevs to access the Software data so that RCDevs can identify the Licensee and those endusers and computers for which the Software is designated and licensed. THE LICENSEE ACKNOWLEDGES AND AGREES THAT ANY INFORMATION, INCLUDING PERSONAL DATA (IN RESPECT OF THE LICENSEE AND THE END USERS), PROVIDED TO RCDEVS MAY BE MAINTAINED AND PROCESSED UNDER LUXEMBOURG JURISDICTION.

13. Compliance

The Licensee shall comply with all applicable laws in connection with the Software. Without limiting the foregoing, the Software, the Documentation or parts thereof, including the information about the Software and parts thereof, shall be subject to the measures on monitoring of imports and exports under legal regulations which may be issued by the governments competent for the issuance thereof under applicable law. The Licensee agrees to strictly comply with all applicable import and export regulations and acknowledges that he shall be held liable for the obtaining of licenses for export, re-export, transfer or import of the Software.

14. Applicable Law

This Agreement shall be governed by and construed in accordance with the Luxembourg law. The Licensee expressly agrees that exclusive jurisdiction for any claim or dispute with RCDevs or relating in any way to his use of the Software resides in Luxembourg and he further agrees and expressly consents to the exercise of the personal jurisdiction in courts of competent jurisdiction in Luxembourg in connection with any such dispute or claim.

15. General Provisions

If any provision of this Agreement is invalid or unenforceable, this shall not affect the validity of the remaining provisions of the Agreement. Those shall remain valid and enforceable under the terms and conditions stipulated herein.

This Agreement between the Licensee and RCDevs represents the single and entire Agreement applying to the Software and completely supersedes any prior agreement, license, representations, negotiations, obligations, reports, or advertisement of information related to the Software.

The Parties undertake obligations, that any and all business and other facts, information, solutions or data which are characteristic to one or both of the Parties and of which disclosure to the public or of which acquisition or use by unauthorized persons are likely to hurt or imperil the rightful financial, economic or market interests of the Parties - provided the given Party has taken all of the necessary steps to keep such information confidential - shall be treated as business secret by the Parties and none of the Parties are authorized to release business secrets to third parties.

16. Confidentiality

The Parties undertake obligations, that any and all business and other facts, information, solutions or data which are characteristic to one or both of the Parties and of which disclosure to the public or of which acquisition or use by unauthorized persons are likely to hurt or imperil the rightful financial, economic or market interests of the Parties - provided the given Party has taken all of the necessary steps to keep such information confidential - shall be treated as business secret by the Parties and none of the Parties are authorized to release business secrets to third parties.

During the term of this Agreement, RCDevs will collect some personal data such as the name, electronic mail and address of some representatives of Licensee as required by law or for legitimate business purposes and in compliance with the EU General Data Privacy Regulation coming into force May 25, 2018. Licensee expressly consents to the collection and processing of such information by RCDevs. This information will not be transferred to any third party or processed by RCDevs for any other purposes than the ones for which the data was initially collected. In accordance to the law, RCDevs will delete this data in a reasonable delay after the end of any business relationship with the Licensee and will only retain the data as long as necessary for the provision of services to the Licensee under this Agreement or as otherwise required by law. Any person concerned by such private data collection can contact RCDevs anytime at privacy@rcdevs.com to access, modify or delete one’s information.

17. Amendments to this Agreement

We may at any time amend, delete or add to this Agreement (a “Change”) by giving notice of such Change by posting a revised version of this Agreement on the RCDevs website. A Change will be made unilaterally by us and you will be deemed to have accepted the Change after you have received notice of it. We will give you 2 months' notice of any Change with the Change taking effect once the 2 month notice period has passed, except the 2 month notice period will not apply where a Change is required by law or relates to the addition of a new service, extra functionality to the existing Service or any other change which neither reduces your rights nor increases your responsibilities. In such instances, the Change will be made without prior notice to you and shall be effective immediately.


RCDevs OpenOTP Enterprise Perpetual Software License Agreement

This RCDevs OpenOTP Enterprise Perpetual Software License Agreement (“Agreement”) executed by and between RCDevs SA having his principal place of business at 1 Avenue du Blues, L-4368, Belvaux, Luxembourg (“RCDevs”) and the Licensee entitles the Licensee to use the Software defined in clause 1 below, regardless of the means of transmission or delivery, subject to the terms and conditions mentioned below.

RCDevs and the Licensee are here below collectively and individually referred to as the “Parties” or “Party”.

Licensee may contact RCDevs Sales Department at:
RCDevs SA, 1 Avenue du Blues, L-4368 Belvaux, Luxembourg
Telephone : +352 26 17 61 21
Fax : +33 (0)9 72 14 52 97
Email :

Preamble

RCDevs SA is a company developing and distributing computer software products and providing customer services. This Agreement regulates the provision and use for the Software products licensed by the Licensee. Any counter-confirmation or general terms and conditions of business of contractual Parties are hereby explicitly objected to. The foregoing shall also apply if the submission of offers or acceptance of offers by contractual Parties is made making reference to any prior-ranking applicability of their own general terms and conditions of business.

Definitions

“Error” or “Errors” means that the Software when used in the operating environment and otherwise according to the instructions of RCDevs, does not operate materially in essential parts as defined in Software Documentation. The defects or non-conformities causing minor and trivial deviations there from are not considered as errors.

“Fix” or “Fixes” means the repair or replacement of object or executable code versions of the Software to remedy an Error.

“Update” or “Updates” shall mean a minor release of the Software consisting primarily of bug fixes and Error corrections. Updates do not include new or additional functionality.

“New Version” or “New Versions” shall mean a release of the Software including new or additional functionalities.

"Concurrent Users" shall mean the number of users registered in the Software who are able to use the Software functionalities at the same time.

“Server” or “Servers” shall mean one or several single user computers and/or a network servers having the Software installed and running.

“Licensee” is the person or the company to whom the license is granted.

IMPORTANT: READ CAREFULLY: By using, installing or copying the Software the Licensee fully accepts the present Agreement. If the Licensee does not agree, he shall not install and use the Software.

1. Software

The Software in this Agreement (“Software”) shall mean (i) RCDevs OTP Authentication Server (“OpenOTP”), Web-Based LDAP Administrator (“WebADM”), OpenOTP Radius Bridge (“RadiusBridge”), RCDevs Directory Server, SMS Hub Server (“SMSHub”), Single Sign-On Server (“OpenSSO”), User Self-Service Desk (“SelfDesk”), Token Self-Registration (“SelfReg”) and OpenID Provider (“OpenID”) with which the Agreement is provided, (ii) any explaining materials and any documentation related to the Software including, without limitation, any description of the Software, its specification, description of properties, description of control, description of interface in which the Software is used, a manual or installation handbook of the Software or any description of the correct use of the Software ("Documentation"), (iii) copies of the Software, Fix of Errors, if any, of the Software, additions to the Software, extensions of the Software, modified versions of the Software, Updates and New Versions of the Software, if supplied, in respect of which RCDevs grants the License pursuant to clause 3 below (“License”). RCDevs shall supply the Software only in the form of executable code.

2. Installation

The Software requires installation. The Licensee must install the Software on a correctly configured Server complying with requirements set out in the Documentation. The manner of installation is specified in the Documentation. No computer programs, applications and the like or hardware which could unfavorably affect the Software may be installed on the Server on which the Software is installed.

3. License

Provided that the Licensee has discharged his obligations hereunder, including by paying the License Fee referred to in clause 10 when due and payable (as per the relevant invoice for the Software License (“Invoice”)), RCDevs grants the Licensee a non-transferable and non-exclusive license to use the Software on (i) a limited number of Servers as specified in the Invoice (the “Maximum Servers”) and (ii) for a limited number of Concurrent Users as specified in the Invoice (the “Maximum Concurrent Users”).

The Licensee may install and use the Software for his internal purposes and for an unlimited period. The Software License is provided by RCDevs with one or several computer license files. The use of the Software is permitted only for the Server or Servers which network addresses have been included by RCDevs in the relevant license file(s). The Licensee may also make copies of the Software for backup and disaster recovery purposes.

Installation of Fixes, Updates, security corrections and New Versions for the Software is provided and only possible with the subscription to the RCDevs’ Software support and maintenance services which is available from RCDevs in a separated agreement.

4. Obligations and Restrictions on License

The License is subject to the following obligations and restrictions:

a. The Licensee shall use the Software only with the authorized Server or Servers, which network addresses have been included in the relevant license file(s). The provided license file(s) may not be shared by alternating use of the Software between different Servers.

b. The Licensee is expressly prohibited from sub-licensing, selling, renting, leasing or otherwise distributing the Software to third parties or using the Software to develop any derivative work or similar application.

c. The Licensee shall use the Software only in the manner which is in accordance with all applicable legal regulations in the laws under which he uses the Software including, without limitation, in accordance with applicable limitations arising from copyright laws and other intellectual property rights.

d. The Licensee shall not use, modify, interpret, reproduce or transfer his rights to use the Software or copies of the Software in any manner other than as expressly provided for in this Agreement.

e. The Licensee shall not analyze, decompile, disassemble a source code or seek to obtain a source code of the Software in any other manner. RCDevs, in its sole and absolute discretion, may have included a portion of the source code or online documentation of the Software. Except for any such portions, THE LICENSEE SHALL NOT MODIFY, REVERSE ENGINEER, DECOMPILE, DISASSEMBLE, OR OTHERWISE ATTEMPT TO DISCOVER THE SOURCE CODE OF THE SOFTWARE, except to the extent this restriction is prohibited by applicable law.

f. The Licensee shall not use the Software obtained on a trial version or Not-For-Resale ("NFR") basis in any way in order to avoid payment of the License Fee under clause 10 below.

g. The Licensee shall not obscure, alter or remove any patent, copyright or trademark marking or legend contained on or in any Software or any associated medium or Documentation.

h. The Licensee shall not permit or authorize any person to do or attempt to do anything with respect to the Software that he cannot do himself under this Agreement.

The Licensee shall use his best efforts to promptly notify RCDevs upon learning of any violation of the above restrictions.

5. Intellectual Property Ownership, Reservation of Rights

Title, copyright, ownership rights, and any other intellectual property rights in and to the Software, including its Documentation, and each copy thereof are and shall remain the only and absolute property of RCDevs. Except as expressly stated herein, this Agreement does not grant the Licensee any intellectual property rights in the Software and all rights not expressly granted are reserved by RCDevs.

6. Commencement and End of the Agreement

This Agreement enters into force at the date written in the Invoice (the “Effective Date”). This Agreement is not limited in time.

The Licensee’s rights shall automatically and immediately extinguish without any prior notice from RCDevs if he fails to comply with the provision of this Agreement.

This Agreement may be terminated by either party if the other party is in material breach of any term or condition of this Agreement and such breach is not remedied for a period of thirty (30) days after the party in breach has been notified in writing of such breach by the other party.

Upon termination of the Agreement for any reason, the limited right to use the Software granted to Licensee under this Agreement will immediately terminate and the Licensee has no further right to use the software in any way. The Licensee shall immediately desinstall, delete, destroy or return at his own costs the Software, all back-up copies, if any, and all related materials to RCDevs.

7. LIMITED WARRANTY AND DISCLAIMER

7.1. Limited Warranty. RCDevs warrants that, starting at the Effective Date, and for a period of sixty (60) days thereafter (“Warranty Period”), the Software licensed hereunder (including Updates or Fixes provided within the Warranty Period for the remainder of the Warranty Period) will perform substantially in accordance with the Documentation.

7.2. Exclusive Remedy. In case of any breach of the above limited warranty, RCDevs will (i) repair or replace the Software or (ii) if such repair or replacement would in RCDevs’ opinion be commercially unreasonable, refund the price paid by Customer for the applicable Software.

7.3. Exclusion of Warranty. The above Limited Warranty will not apply if: (i) the Software is not used in accordance with this Agreement or the Documentation; (ii) the Software or any part thereof has been modified by any entity other than RCDevs; or (iii) a malfunction in the Software has been caused by any equipment or Software not supplied by RCDevs.

7.4 Disclaimer of warranties.

EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN ARTICLE 7.1, THE LICENSEE ACKNOWLEDGES THAT THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY EXPRESS OR IMPLIED GUARANTEE OF ANY TYPE, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, NEITHER RCDEVS, HIS LICENSE PROVIDERS NOR COPYRIGHT HOLDERS PROVIDE ANY EXPRESS OR IMPLIED WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. RCDEVS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, ACCURACY OF DATA, NON-INFRINGEMENT, NON-INTERFERENCE, AND FITNESS FOR A PARTICULAR PURPOSE. NO GUARANTEE FROM RCDEVS OR ANY OTHER PARTY EXISTS THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL COMPLY WITH THE LICENSEE’S REQUIREMENTS OR THAT THE SOFTWARE OPERATION WILL BE SMOOTH AND FREE OF ERRORS, OR COMPATIBLE WITH PRE-EXISTING EQUIPMENT OR SOFTWARE. THE LICENSEE ASSUMES FULL LIABILITY AND RISK FOR SELECTION OF THE SOFTWARE TO ACHIEVE RESULTS INTENDED BY HIM AND FOR THE INSTALLATION, USE AND RESULTS THAT HE WILL ACHIEVE WITH THE SOFTWARE.

THE LICENSEE ACKNOWLEDGES AND AGREES THAT AS SET OUT IN CLAUSES 2 ABOVE, INSTALLATION OF THE SOFTWARE MAY AFFECT THE OPERATION OF THE EQUIPMENT ON WHICH IT IS INSTALLED.

8. No Further Obligations

This Agreement imposes no obligations on RCDevs except for the obligations specifically listed in this Agreement. RCDevs shall have no obligation to provide any consultancy and training. Except as set forth in Article 7, RCDevs shall have no obligation to provide any support, maintenance, corrections, bug fixes, security corrections, upgrades or new releases for the Software. Those are subject matter of the RCDevs OpenOTP Enterprise Software Support and Maintenance Agreement.

The Licensee acknowledges and agrees that this Agreement does not include any support or maintenance terms. The Software support and maintenance services will be delivered according to RCDevs‘ Software support and maintenance terms, which are available from RCDevs in a separated agreement.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL RCDEVS, HIS OFFICERS, EMPLOYEES AND/OR LICENSE PROVIDERS BE HELD LIABLE FOR ANY LOST PROFIT, REVENUE, SAVINGS OR SALES, OR FOR ANY LOSS OF DATA, OR FOR COSTS EXPENDED TO PROCURE SPARE GOODS OR SERVICES, FOR PROPERTY DAMAGE, PERSONAL DAMAGE, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, ECONOMIC, COVERING, CRIMINAL, SPECIAL OR CONSEQUENTIAL DAMAGE, CAUSED IN ANY MANNER WHATSOEVER, WHETHER ARISING FROM A CONTRACT, NEGLIGENCE OR OTHER FACT ESTABLISHING THE OCCURRENCE OF LIABILITY, INCURRED DUE TO THE USE OF OR IMPOSSIBILITY TO USE THE SOFTWARE, EVEN IN THE EVENT THAT RCDEVS OR HIS LICENSE PROVIDERS HAVE BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE CERTAIN JURISDICTIONS AND CERTAIN LAWS DO NOT PERMIT THE EXCLUSION OF LIABILITY BUT MAY ALLOW THE LIMITATION OF LIABILITY, THE LIABILITY OF RCDEVS, HIS OFFICERS, HIS EMPLOYEES AND/OR LICENSE PROVIDERS IN SUCH CIRCUMSTANCES SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO 5.000 EUROS.

No provision of this Agreement shall affect the rights of such a Party for which the law recognizes the rights and position of a consumer. RCDevs on his own behalf, on behalf of his officers, employees and on behalf of his license providers shall act for the purpose of refusal, exclusion or limitation of the obligations, liability and warranties as set out in clause 9, except for any other purpose or in any other matters.

10. License Fee and Payment Terms

The Software is licensed not sold. A License Fee for the Software shall be specified in the relevant Invoice for the Software License (the "License Fee") which shall make reference to the Maximum Servers and Maximum Concurrent Users for which the Software is designated. Upon due payment of the License Fee, the Licensee shall become entitled to use the Software in accordance with the terms and conditions of this Agreement for an unlimited period of time. By paying the License Fee, Licensee agrees to be bound by the terms and conditions of the present Agreement. Unless another due/maturity date is specified in the Invoice issued by RCDevs or its designee, the License Fee shall be due upon delivery of the Software. The Licensee shall be liable for the fulfillment of tax and duty charges related to the provision of the License for the Software stipulated by applicable law, except for income taxes of RCDevs. If the License Fee is not paid by the due/ maturity date, the License for the Software shall be automatically revoked and the Licensee shall pay all costs connected with the recovery of a receivable due, including attorney fees and court fees (on an attorney-own-client scale). The obligation to pay the License Fee shall not apply to the Software provided as NFR or a trial version or to Software otherwise distributed without charge. The Software License Fee does not include the support and maintenance services for the Software.

In the event that the Licensee needs to use the Software on more Servers or exceeds the number of Maximum Concurrent Users licensed, the Licensee agrees to request from RCDevs and pay for the required additional Servers and/or Concurrent Users.

In the event that RCDevs discovers that the Licensee uses the Software in a way that exceeds the number of Maximum Servers or Maximum Concurrent Users licensed, RCDevs shall revoke this Agreement and/or seek any other legal remedies to which it is entitled.

11. NFR and Trial Version

The Licensee may use the Software supplied as NFR or trial version exclusively for verifying and testing the Software features. He may also use the NFR Software for demonstration purposes.

12. Organization and End User Data on End User and Protection of Rights

The Licensee agrees that RCDevs may check, by his own means, whether the Licensee is using the Software in accordance with the provisions of this Agreement. The Licensee hereby authorizes RCDevs to access the Software data so that RCDevs can identify the Licensee and those endusers and Servers for which the Software is designated and licensed. THE LICENSEE ACKNOWLEDGES AND AGREES THAT ANY INFORMATION, INCLUDING PERSONAL DATA (IN RESPECT OF THE LICENSEE AND THE END USERS), PROVIDED TO RCDEVS MAY BE MAINTAINED AND PROCESSED UNDER LUXEMBOURG JURISDICTION.

13. Compliance

The Licensee shall comply with all applicable laws in connection with the Software. Without limiting the foregoing, the Software, the Documentation or parts thereof, including the information about the Software and parts thereof, shall be subject to the measures on monitoring of imports and exports under legal regulations which may be issued by the governments competent for the issuance thereof under applicable law. The Licensee agrees to strictly comply with all applicable import and export regulations and acknowledges that he shall be held liable for the obtaining of licenses for export, re-export, transfer or import of the Software.

14. Applicable Law

This Agreement shall be governed by and construed in accordance with the Luxembourg law. The Licensee expressly agrees that exclusive jurisdiction for any claim or dispute with RCDevs or relating in any way to his use of the Software resides in Luxembourg and he further agrees and expressly consents to the exercise of the personal jurisdiction in courts of competent jurisdiction in Luxembourg in connection with any such dispute or claim.

15. General Provisions

If any provision of this Agreement is invalid or unenforceable, this shall not affect the validity of the remaining provisions of the Agreement. Those shall remain valid and enforceable under the terms and conditions stipulated herein.

This Agreement between the Licensee and RCDevs represents the single and entire Agreement applying to the Software and completely supersedes any prior agreement, license, representations, negotiations, obligations, reports, or advertisement of information related to the Software.

The Parties undertake obligations, that any and all business and other facts, information, solutions or data which are characteristic to one or both of the Parties and of which disclosure to the public or of which acquisition or use by unauthorized persons are likely to hurt or imperil the rightful financial, economic or market interests of the Parties - provided the given Party has taken all of the necessary steps to keep such information confidential - shall be treated as business secret by the Parties and none of the Parties are authorized to release business secrets to third parties.

16. Confidentiality

The Parties undertake obligations, that any and all business and other facts, information, solutions or data which are characteristic to one or both of the Parties and of which disclosure to the public or of which acquisition or use by unauthorized persons are likely to hurt or imperil the rightful financial, economic or market interests of the Parties - provided the given Party has taken all of the necessary steps to keep such information confidential - shall be treated as business secret by the Parties and none of the Parties are authorized to release business secrets to third parties.

During the term of this Agreement, RCDevs will collect some personal data such as the name, electronic mail and address of some representatives of Licensee as required by law or for legitimate business purposes and in compliance with the EU General Data Privacy Regulation coming into force May 25, 2018. Licensee expressly consents to the collection and processing of such information by RCDevs. This information will not be transferred to any third party or processed by RCDevs for any other purposes than the ones for which the data was initially collected. In accordance to the law, RCDevs will delete this data in a reasonable delay after the end of any business relationship with the Licensee and will only retain the data as long as necessary for the provision of services to the Licensee under this Agreement or as otherwise required by law. Any person concerned by such private data collection can contact RCDevs anytime at privacy@rcdevs.com to access, modify or delete one’s information.

17. Amendments to this Agreement

We may at any time amend, delete or add to this Agreement (a “Change”) by giving notice of such Change by posting a revised version of this Agreement on the RCDevs website. A Change will be made unilaterally by us and you will be deemed to have accepted the Change after you have received notice of it. We will give you 2 months' notice of any Change with the Change taking effect once the 2 month notice period has passed, except the 2 month notice period will not apply where a Change is required by law or relates to the addition of a new service, extra functionality to the existing Service or any other change which neither reduces your rights nor increases your responsibilities. In such instances, the Change will be made without prior notice to you and shall be effective immediately.


RCDevs OpenOTP Enterprise Software Support and Maintenance Agreement

This RCDevs OpenOTP Enterprise Software Support and Maintenance Agreement (this "Agreement") is executed by and between RCDevs SA having his principal place of business at 1 Avenue du Blues, L-4368, Belvaux, Luxembourg (“RCDevs”) and the Licensee, here below collectively and individually referred to as the “Parties” or “Party”.

The purpose of this Agreement is to define the support and maintenance services to be delivered from RCDevs to the Licensee for the RCDevs OpenOTP Software.

The support and maintenance terms hereafter are subject to the applicable terms and conditions of the relevant RCDevs Enterprise Software License Agreement (the “Software License Agreement”) for the software tools laid down in clause 2.1 of the present Agreement (“Software”). These terms and conditions shall not be applicable to any RCDevs demonstration and testing Software, provided to the Licensee without a proper Software License Agreement (“Evaluation Products”).

Licensee may contact RCDevs technical support at:

RCDevs SA, 1 Avenue du Blues, L-4368 Belvaux, Luxembourg
Telephone : +352 26 17 61 21
Fax : +33 (0)9 72 14 52 97
Email :

Preamble

RCDevs is a company developing and distributing computer software products and providing customer services. This Agreement regulates the support and maintenance for the products licensed by the Licensee. Any counter-confirmation or general terms and conditions of business of contractual Parties are hereby explicitly objected to. The foregoing shall also apply if the submission of offers or acceptance of offers by contractual Parties is made making reference to any prior-ranking applicability of their own general terms and conditions of business.

1. Contractual Basis

1.1. Definitions

"Helpdesk" means providing access to expert resources through the helpdesk service by telephone, mail and/or e-mail.

“Error” means that the Software when used in the operating environment and otherwise according to the instructions of RCDevs, does not operate materially in essential parts as defined in Software Documentation.

“Workaround” or “Workarounds” means a change in the procedures followed or data supplied to avoid an Error without substantially impairing the Licensee’s use of the Software.

“Fix” or “Fixes” means the repair or replacement of object or executable code versions of the Software to remedy an Error.

“Update” or “Updates” shall mean a minor release of the Software consisting primarily of bug fixes and Error corrections. Updates do not include new or additional functionality.

“New Version” shall mean a release of the Software including new or additional functionalities.

“Documentation” means the then-current, generally available, written user manuals and online help and guides for any Software and/or any related hardware provided by RCDevs (“Hardware”).

“Product” or “Products” means Hardware and/or Software. Products do not include Evaluation Products.

“Service Request” shall mean a ticket that has been opened, documented, and is being managed by RCDevs in response to the Licensee’s Error Report.

"Concurrent Users" shall mean the number of users registered in the Software who are able to use the Software functionalities at the same time.

“Servers” shall mean a single user computers and/or a network servers having the Software installed and running.

“Licensee” is the person or the company to whom the license is granted.

1.2. Assignment of Rights and Obligations

RCDevs may transfer any of the rights and obligations under this Agreement to third parties at any time and is entitled to use agents for fulfillment of RCDevs' contractual obligations with the prior written consent of the Licensee, so long as such third parties have executed confidentiality agreements that protect Licensee’s confidential information from unauthorized use and disclosure.

2. Content of Services"

2.1. Support and Maintenance Services

RCDevs shall provide support and maintenance services for the Software as follows:

Software: OTP Authentication Server (“OpenOTP”), TiQR Authentication Server (TiQR), Web- Based LDAP Administrator (“WebADM”), OpenOTP Radius Bridge (“RadiusBridge”), RCDevs Directory Server, SMS Hub Server (“SMSHub”), Single Sign-On Server (“OpenSSO”), User Self- Service Desk (“SelfDesk”), Token Self-Registration (“SelfReg”), OpenID Provider (“OpenID”).

All support and maintenance services are provided remotely from RCDevs’ premises.

  • Web support: RCDevs shall provide the Licensee with access to RCDevs’ online resources, offering the Licensee the ability on a 24x7 basis (24 hours a day, seven days a week) to download Documentation, patches and bug fixes. RCDevs’ on-line Web resources are currently hosted at the following Web address: http://www.rcdevs.com/.
  • Email access to Helpdesk: RCDevs provides the Licensee with Email support for general questions related to installation, configuration and use of the Software. Helpdesk is provided by contacting the support Email address at support@rcdevs.com and according to RCDevs’ support team’s availability. RCDevs will use best efforts to respond to Helpdesk requests but does not provide any guarantied response time nor service availability other than as set forth in Section 2.2 below.
  • Provision of known Error corrections by delivery of available Fixes via electronic communication and for download via the RCDevs Internet Member portal (http://www.rcdevs.com/).
  • Provision of available minor Updates (bundling of several Error corrections in one version) for download via the RCDevs Internet Member portal (http://www.rcdevs.com/).
  • Provision of available medium upgrades (New Version with additional / enhanced functions) for download via the RCDevs Internet Member portal (http://www.rcdevs.com/).
  • Provision of available major upgrades (New Version with substantially enhanced volume of functions).
  • Information via electronic communication (e-mail) when new minor/medium/major updates are available.

The support and maintenance services apply to the Software and any applicable Updates, but not to any new Products of the same product family or other products from RCDevs. The granting of rights of use and the delivery of the relevant license files for all minor, medium and major upgrades shall be limited to the number and type of products, as well as the terms of use thereof, for which this Agreement has been concluded.

RCDevs will provide Licensee reports of known Errors, "bugs”, incompatibilities and other known defects in the Software, together with known Updates, Workarounds, corrections and planned corrections thereof.

RCDevs will provide software support and maintenance services for any previous version of the Software for no longer than twelve (12) months from publication of the New Version. This time period may be extended by RCDevs at its sole discretion.

Error correction shall mean the use of good-faith and best commercial efforts to correct Errors and shall comprise inspection of Errors in the Software. Errors shall be reported by the Licensee’s contact persons in electronic or paper format including the following information (“Error Report”):

  • Description of the Error, expected behaviors and description of the configuration and steps taken to reproduce the Error, if possible;
  • Product, version number and operating system used;
  • Customer ID, Company, Contact Person, mail address, e-mail address, telephone and fax numbers; and
  • Licensee’s opinion on the level and/or severity of the Error.

All reporting shall be in writing by mail, e-mail or fax. Telephone may be used as a complement to written report.

Before the Error Report is sent to RCDevs, the Licensee shall:

  • Check that the Error has not previously been reported;
  • Verify that a proper Agreement is in place for the affected RCDevs Software; and
  • Use all best efforts to verify that the Error can be reproduced.

If the Error concerns RCDevs “WebADM” software or any other RCDevs software related to “WebADM”, the Licensee should generate an electronic support ticket file from the “WebADM” customer support ticket system, and provide it as part of the support request.

If RCDevs believes that a problem reported by the Licensee is not due to an Error in the Software, RCDevs will so notify the Licensee. At that time, the Licensee may (i) instruct RCDevs to proceed with problem determination at his possible expense as set forth below or (ii) instruct RCDevs that he does not wish the problem pursued at his possible expense. If the Licensee requests that RCDevs proceed with problem determination at his possible expense and RCDevs determines that the error was not due to an Error in the Software, the Licensee shall pay RCDevs, at RCDevs' then-current consulting rates, for all work performed in connection with such determination after the date of Licensee’s instruction to RCDevs to proceed with problem determination at his possible expense, plus reasonable related expenses incurred therewith.

RCDevs shall have the right to invoice the Licensee at RCDevs' then-current consulting rates, for Software repair, support and maintenance in case the Error is not covered by this Agreement, subject to the terms of the immediately preceding paragraph.

2.2. E-mail Support

For the term of this Agreement, RCDevs shall provide e-mail support in the following manner: Queries for specific technical problems and failures are possible at any time. For this purpose, the Licensee will generally send a message indicating the exact problem description and a classification in the following priority and error levels:

  • Level A Error (system does not work): means an Error, which (i) renders the Software inoperative; or (ii) substantially degrades performance; or (iii) causes any major feature to be unavailable or substantially impaired; or (iv) causes a complete failure of the Software. Level A Error will prohibit the Licensee from using complete Software or its main functions.
  • Level B Error (system works with limited functions): means an Error, which degrades the performance of the Software or restricts the Licensee’s use of the Software. Level B Error will prohibit the Licensee from using one or more of the functionalities of the Software that cannot be considered as main functionalities, or other problems having moderate impact on Software.
  • Level C Error (system basically working with errors/problems with specific functions): means an Error, which causes only a minor impact on the use of the Software. Level C Errors will be minor, not belonging to Level A or Level B.

RCDevs ensures the following response times (via telephone or e-mail):

  • Level A: Response within the next working day (Monday – Friday, 9 a.m. until 5 p.m. Luxembourg local time excluding Luxembourg public holidays). RCDevs shall allocate resources to work continuously during normal office hours to solve the problem as soon as possible and provide a Fix for the Error. If the Error can be circumvented by a Workaround, this will be communicated to the Licensee, and the Error will be re-classified accordingly.
  • Level B: Response within the working day after next (Monday – Friday, 9 a.m. until 5 p.m. Luxembourg local time excluding Luxembourg public holidays). RCDevs shall exercise commercially reasonable efforts to provide a Fix for the Error.
  • Level C: Response within the next five days (Monday – Friday, 9 a.m. until 5 p.m. Luxembourg local time excluding Luxembourg public holidays). RCDevs may include the Update or Fix for the Error in the next Update or New Version of Software.

Exclusively applicable is the local time at the seat of RCDevs. Exclusively applicable regarding holidays are the legal holidays at the seat of RCDevs.

RCDevs may supply solutions for reported Errors either in the form of a Workaround, a Fix, an Update or a New Version of the Software, whichever is necessary.

2.3. Telephone Support

For the term of this Agreement, RCDevs shall provide telephone support in the following manner: Queries for specific technical problems and failures are possible at any time. For this purpose, the Licensee will generally leave a message indicating the exact problem description and a classification in the above Error levels.

Telephone support queries shall be accompanied with the corresponding e-mail support request as defined in clause 2.2.

2.4. Subject Matter of Support Services

The subject matter of support services in clauses 2.2 and 2.3 above is the help with installation or operation problems and alleged program Errors. Installation services or other support services at the Licensee’s location are not a subject matter of this Agreement.

SMS or e-mail messages delivery problems encountered by the Licensee when using SMS or email message delivery to the end-users in the Software are not a subject matter of this Agreement. RCDevs does not provide SMS or e-mail delivery services for his customers and does not provide any kind of guaranty for the use of such external services. The Licensee shall have a service-level agreement with its SMS or e-mail provider which if exists, is not a subject matter of this Agreement.

The hardware tokens and software tokens used by the Licensee with the Software are not a subject matter of this Agreement. Nevertheless RCDevs support Errors directly related to interaction of the Software with any OATH hardware tokens or software tokens certified compatible with OpenOTP by RCDevs.

2.5. Number of Servers and Concurrent Users

The terms of this Agreement are applicable under the condition that the number of Servers and of Concurrent Users in use in the Software at any one time does not exceed the number of Maximum Servers and of Maximum Concurrent Users specified in the relevant invoice for the support and maintenance services (“Invoice”).

If the number of Servers and/or Concurrent Users exceeds the numbers specified in the Invoice, the terms of this Agreement shall become inapplicable until a new invoice is generated according to the new Licensee’s requirements, and during this period, RCDevs reserves himself the right not to provide the support and maintenance services.

The Licensee shall notify RCDevs for extending the number of Maximum Servers and/or Maximum Concurrent Users for the current Agreement and a new invoice shall be generated accordingly and paid by the Licensee.

3. Payments

Any and all support and maintenance services under this Agreement shall be compensated for by means of an annual flat rate. The fees are due for payment annually in advance upon invoicing by RCDevs.

If the support and maintenance services expire or are terminated, and the Licensee subsequently seeks to reinstate support and maintenance services, the Licensee shall pay: (a) the cumulative support and maintenance services fees applicable for the period during which support lapsed; and (b) the annual support fees for the current period. By paying the fees, the Licensee agrees to be bound by the terms and conditions of the present Agreement.

4. Contact Persons

Both Parties shall appoint a contact person within their respective organisation to serve as primary contacts and to coordinate the Software support and maintenance. The Licensee's support inquiries will be initiated primarily through these contacts and through other Licensee representatives when the above procedure is not practicable. Primary contacts may be amended from time to time by the Parties.

In addition, the Licensee may designate in writing to RCDevs up to three (3) appropriate and knowledgeable persons to serve as the Licensee’s liaisons with RCDevs and through whom contacts and questions shall be presented to RCDevs. The Licensee’s liaison persons may be changed by the Licensee by providing written or e-mail notice to RCDevs.

5. Licensee Obligations

5.1. Documenting Errors

To guarantee the best level of efficiency, the Licensee shall use good-faith, reasonable efforts to isolate and document Errors to enable RCDevs to fulfill his obligations herein. Once a Service Request has been initiated, The Licensee will be asked to provide necessary Error data which may include but not be limited to, applicable identification number for Software or Hardware, description of Error, any error messages, and any requested support files. Only the compliance with this obligation to cooperate as an essential contractual performance will enable the provision of all support services in a timely and due manner.

5.2. Maintaining Product Integrity

The Licensee will follow RCDevs best practices guidelines as defined in the Documentation, which include maintaining an onsite disaster recovery for each server to enable RCDevs to restore the appliance in accordance with the Licensee’s configuration. The Licensee agrees to not install any third party non-certified software without notification to, and prior authorization by, RCDevs technical support in order to ensure RCDevs’s ability to maintain accurate records of the Licensee’s existing environment.

6. Additional Exclusions

RCDevs shall have no obligation to maintain or support Software in the following conditions:

  • Altered, damaged or modified Software;
  • Software problems resulting from inaccurate storage of the Software or problems caused by the Licensee's negligence, abuse or misapplication, insufficient or incorrect maintenance performed by third parties, use of Software for other than intended purposes or other causes beyond the foreseeable control of RCDevs;
  • Software installed on any computer hardware and/or software system that is not supported by RCDevs and Software. RCDevs shall not be responsible for server hardware failures and the disturbance caused by external devices or software to the Software;
  • Software installations using an amount of Servers and/or Concurrent Users exceeding the limitations in the Invoice (Maximum Servers and/or Maximum Concurrent Users).
  • In addition, support excludes any Error for which a correction is available in a subsequent Software version than that currently operated by the Licensee and which has been made available to the Licensee by RCDevs.

7. Warranty

7.1. Services Warranty

RCDevs warrants during the term of support and maintenance that such support and maintenance services shall be performed in a workmanlike manner consistent with generally accepted industry standards. Notwithstanding anything to the contrary contained herein, RCDevs does not warrant or represent that all Errors can or will be corrected. If RCDevs fails to comply with the foregoing warranty, RCDevs shall use commercially reasonable efforts to re-perform the nonconforming support and maintenance services within a reasonable time, or if after reasonable efforts RCDevs is unable to perform the support and maintenance services as warranted, the Licensee shall be entitled to recover the portion of the support and maintenance fees paid to RCDevs that corresponds to the nonconforming support and maintenance services.

7.2. Disclaimer Of Warranties

EXCEPT AS EXPRESSLY STATED IN THIS WARRANTY SECTION, RCDEVS PROVIDES SUPPORT AND MAINTENANCE SERVICES “AS IS” AND MAKES NO OTHER EXPRESS WARRANTIES, WRITTEN OR ORAL, AND ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE.

7.3. LIMITATION OF LIABILITY

EACH PARTY AND ITS THIRD PARTY SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S AND ITS THIRD PARTY SUPPLIERS’ LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO 5.000 EUROS. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY RISK, WHICH IS SET FORTH IN THIS SECTION.

7.4. Software Licenses

All Software Versions or other enhancements, modifications or fixes to the Software provided to the Licensee pursuant to this Agreement constitute RCDevs Software licensed to the Licensee under any applicable Software License Agreement between RCDevs and the Licensee. This Agreement is not an amendment to any such Software License Agreement but is a separate binding agreement that incorporates terms of any such Software License Agreement relating to license and ownership rights, use limitations, limitation of liability, and confidentiality and non- disclosure obligations. Additionally, this Agreement incorporates by reference any “Miscellaneous” or “General” provisions of any such Software License Agreement in their entirety.

8. Performance of the Agreement

8.1. Commencement and End

This Agreement enters into force at the date written in the Invoice (the “Effective Date”). The initial term of this Agreement is written in the Invoice (the “Initial Term”). This Agreement is terminated on the day of expiration of the Initial Term unless the Parties prolong its effect on mutual consent before the day of expiration. The Licensee may renew this Agreement on an annual basis by paying RCDevs the applicable Software support and maintenance renewal fees, unless RCDevs notifies the Licensee at least 60 days before the expiration of the Initial Term or any Renewal Term of its intent not to renew the support and maintenance services.

Upon payment of the renewal fees, this Agreement is automatically renewed for a period (The “Renewal Term”) written in the relevant invoice for the Software support and maintenance services’ renewal. If not explicitly written, the Renewal Term is one (1) year and commences at the delivery date of the relevant renewal invoice.

8.2. Termination for Breach

This Agreement may be terminated by either party prior to the end of the Initial Term or any Renewal Term if the other party is in material breach of any term or condition of this Agreement and such breach is not remedied for a period of thirty (30) days after the party in breach has been notified in writing of such breach by the other party.

8.3. Termination of Software License Agreement

Support and maintenance services for the Software shall automatically terminate upon the termination of the Licensee’s right to use the Software pursuant to the applicable Software License Agreement.

In the event that the applicable Software License Agreement terminates prior to expiration of the current Agreement, the Licensee shall have no right to a refund of any previously-paid support and maintenance services, provided however that if Licensee terminates the applicable Software License Agreement because of RCDevs’ breach of that agreement, then Licensee will be entitled to a pro-rata refund of the annual fees paid for support for the support term in which the termination becomes effective.

9. General Provisions

9.1. Choice of Law and Venue

This Agreement shall be construed in accordance with, and governed by Luxembourg law and any dispute arising out of this Agreement shall be submitted to the Luxembourg competent courts. Should Luxembourg law make reference to foreign jurisdictions, this reference is excluded. The application of the UN Sales Convention is explicitly excluded.

9.2. Interpretation of the Agreement

If any of the provisions of this Agreement should be or become invalid, ineffective or unenforceable, that will not affect the effectiveness of the remaining provisions. The same applies to omissions in individual provisions and/or parts of this Agreement. In such a case the Parties shall replace the cancelled or incomplete provision by another, legally effective provision meeting the purpose of the cancelled provision to the largest extent possible.

9.3. Entire Agreement

This Agreement represents the single and entire Agreement applying to the maintenance and support services for the Software between the Licensee and RCDevs and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter. Notwithstanding the foregoing, this Agreement may be superseded by the existing enterprise license agreement for the Software between the Licensee and RCDevs.

9.4. Confidentiality

The Parties undertake obligations, that any and all business and other facts, information, solutions or data which are characteristic to one or both of the Parties and of which disclosure to the public or of which acquisition or use by unauthorized persons are likely to hurt or imperil the rightful financial, economic or market interests of the Parties - provided the given Party has taken all of the necessary steps to keep such information confidential - shall be treated as business secret by the Parties and none of the Parties are authorized to release business secrets to third parties.

During the term of this Agreement, RCDevs will collect some personal data such as the name, electronic mail and address of some representatives of Licensee as required by law or for legitimate business purposes and in compliance with the EU General Data Privacy Regulation coming into force May 25, 2018. Licensee expressly consents to the collection and processing of such information by RCDevs. This information will not be transferred to any third party or processed by RCDevs for any other purposes than the ones for which the data was initially collected. In accordance to the law, RCDevs will delete this data in a reasonable delay after the end of any business relationship with the Licensee and will only retain the data as long as necessary for the provision of services to the Licensee under this Agreement or as otherwise

10. Amendments to this Agreement

We may at any time amend, delete or add to this Agreement (a “Change”) by giving notice of such Change by posting a revised version of this Agreement on the RCDevs website. A Change will be made unilaterally by us and you will be deemed to have accepted the Change after you have received notice of it. We will give you 2 months' notice of any Change with the Change taking effect once the 2 month notice period has passed, except the 2 month notice period will not apply where a Change is required by law or relates to the addition of a new service, extra functionality to the existing Service or any other change which neither reduces your rights nor increases your responsibilities. In such instances, the Change will be made without prior notice to you and shall be effective immediately.


RCDevs Hardware Sales Agreement

1. DEFINITIONS

“Purchaser” is the person or the company that purchase the Product.

“RCDevs” is RCDevs SA having his principal place of business at 1 Avenue du Blues, L-4368, Belvaux, Luxembourg.

“Product” or “Products” shall mean (i) any hardware sold by RCDevs to the Purchaser, (ii) any explaining materials and any documentation related to the Product including, without limitation, any description of the Product, its specification, description of properties, description of control (“Documentation”).

IMPORTANT: READ CAREFULLY: By ordering the Product the Purchaser fully accepts the present Agreement.

2. EXPORT CONTROL

It is expressly understood that the Products and all obligations arising hereunder, are subject to export control laws and regulations, including without limitation, the requirement to obtain necessary approvals and licenses prior to the acceptance of any orders, or the export of Products, hereunder. Such shall also apply, by way of example only, to spare parts, warranty items delivered by RCDevs in connection with the Products, and the transfer or re-export of any such Products by Purchaser. RCDevs shall be excused from performance, and not be liable for damages, including the assessment of late delivery penalties, for failure to deliver Products hereunder resulting from the any government’s denial or withdrawal of approval to export Products to Purchaser. Purchaser shall comply with such applicable Export Laws and obtain any license, permit, or authorization required to re-export or import the Products and related technology and documentation.

3. DELIVERY OF PRODUCTS

3.1. Shipping Schedule.

RCDevs shall use its reasonable efforts to ship Products to Purchaser in accordance with the shipment schedule provided by RCDevs to Purchaser. Delivery dates proposed by Purchaser in its purchase order or other documentation shall not be binding on RCDevs.

3.2. Cancellation and Rescheduling.

If Purchaser defaults on any of its obligations, RCDevs may decline to make further shipments, terminate any of Purchaser's orders, or both, without affecting RCDevs's rights and remedies including, but not limited to, RCDevs’s right to receive cancellation charges and quantity price adjustments. Orders are non-cancellable after the legal delay of seven (7) days following the order, and Purchaser shall remain liable for the full purchase price in the event of any attempted cancellation or refusal of delivery.

3.3. Shipment.

All shipments of Products shall be shipped to Purchaser's delivery address as set forth in the address identified in the order. Unless specified by Purchaser in its purchase order, RCDevs shall, in its sole discretion, determine the means of shipment and insurance, if any, for the Products. RCDevs’ selection of the carrier shall be strictly on Purchaser’s behalf. RCDevs does not assume any liability for the carrier’s delivery of the shipment. Purchaser will assume all risks of loss or damage to the Products upon delivery by RCDevs to the carrier at the point of shipment. All arrangements for transportation of Products shipped will be made by RCDevs. RCDevs shall invoice, and Purchaser shall pay for, any and all shipping, handling, customs, and similar charges incurred by RCDevs in shipping Products to Purchaser. Purchaser shall be solely responsible for all storage, and other charges at the destination specified by Purchaser.

3.4 Refunding.

The Products cannot be reimburse i) after RCDevs has sent the seed file of the Products to the Purchaser, ii) or if the Product is branded for the Purchaser, iii) or if the packaging of the Products is opened. The banking fees, if any, which has been applied on the payment of the purchase by the Purchaser will be Purchaser’s sole responsibility. These banking fees will be deducted from the amount to be reimbursed by RCDevs to the Purchaser.

4. LIMITED WARRANTY

4.1. Express Warranty.

Subject to the provisions of this Section 4 and 5, RCDevs expressly warrants that, for a period of twelve (12) months (unless a longer period is specified in written documentation accompanying Product) (the “Warranty Period”), all hardware components of the Product shall be free from faulty workmanship and defective materials under normal use and service. The Warranty Period shall commence on the date the Product is shipped from RCDevs’s facility (as evidenced by RCDevs’s packing slip or other receipt). The warranty stated by RCDevs in this Section 4.1 is the only express warranty provided by RCDevs. This express warranty may be modified only by express written agreement between the parties, and may not be modified or amended by any course of dealing between the parties, or custom and practice in the industry. Purchaser’s remedies and RCDevs’s aggregate liability with respect to the warranty provided by RCDevs in this Section 4.1 are set forth in and limited by this Section 4 and Section 5.

4.2. Warranty Remedy.

If a hardware Product fails under normal use and service during the Warranty Period due to a defect in materials or faulty workmanship, RCDevs’ sole obligation shall be to repair or replace the Product, at RCDevs’ option. Following repair or replacement, the Warranty Period shall expire at the end of the original period. All Products and components that are replaced by RCDevs shall become RCDevs’ property.

4.3. Warranty Conditions.

RCDevs’ express warranty is contingent upon Purchaser’s payment of the purchase invoice and proper use of the Product, in accordance with any instructions or Documentation provided by or available from RCDevs. RCDevs shall have no obligation under this express warranty unless Purchaser promptly reports the claim. RCDevs’ obligations under this warranty are subject to RCDevs examination of the Product and RCDevs’ determination to its reasonable satisfaction that the claimed defect or fault actually exists and is not excluded from RCDevs warranty under this Section 4. If RCDevs determines that the Product is not defective or faulty within the terms of the express warranty, Purchaser shall pay for all costs of handling, transportation and repairs at RCDevs’ then prevailing repair rates.

4.4. Warranty Exclusions.

RCDevs’ express warranty shall not apply if the defect or fault is caused by any of the following after shipment by RCDevs: accident, unusual physical, electrical or electromagnetic stress, neglect, misuse, failure of electric power or environmental controls, fire or other act of God, Purchaser’s failure to maintain the Product in accordance with RCDevs’ specifications, abuses to the Product other than ordinary use, modifications by Purchaser, alterations or repairs by a party other than RCDevs (unless specifically authorized by RCDevs in writing). This express warranty will be rendered void if RCDevs’ serial numbers, warranty data or quality assurance decals on the Product are removed or altered.

4.5. Warranty Limitations.

RCDevs’ express warranty is strictly for the benefit of Purchaser and does not extend to any third party.

4.6. Disclaimer.

THE EXPRESS WARRANTIES OF RCDEVS STATED IN SECTION 4.1 ARE IN PLACE OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE EXPRESS OBLIGATION OF RCDEVS STATED IN SECTION 4.2 REPLACES ANY OTHER LIABILITY OR OBLIGATION OF RCDEVS ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF THE PRODUCTS. RCDEVS DOES NOT INSURE THE SECURITY PROVIDED BY THE PRODUCTS, NOR DOES IT WARRANT AGAINST IMPROVEMENTS IN THE TECHNICAL ARTS THAT MAY RENDER THE PRODUCTS INEFFECTIVE OR OBSOLETE.

5. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL RCDEVS, HIS OFFICERS, EMPLOYEES AND/OR LICENSE PROVIDERS BE HELD LIABLE FOR ANY LOST PROFIT, REVENUE, SAVINGS OR SALES, OR FOR COSTS EXPENDED TO PROCURE SPARE GOODS OR SERVICES, FOR PROPERTY DAMAGE, PERSONAL DAMAGE, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, ECONOMIC, COVERING, CRIMINAL, SPECIAL OR CONSEQUENTIAL DAMAGE, CAUSED IN ANY MANNER WHATSOEVER, WHETHER ARISING FROM A CONTRACT, NEGLIGENCE OR OTHER FACT ESTABLISHING THE OCCURRENCE OF LIABILITY, INCURRED DUE TO THE USE OF OR IMPOSSIBILITY TO USE THE HARDWARE, EVEN IN THE EVENT THAT RCDEVS HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE CERTAIN JURISDICTIONS AND CERTAIN LAWS DO NOT PERMIT THE EXCLUSION OF LIABILITY BUT MAY ALLOW THE LIMITATION OF LIABILITY, THE LIABILITY OF RCDEVS, HIS OFFICERS, HIS EMPLOYEES IN SUCH CIRCUMSTANCES SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THE PRICE PAID BY PURCHASER TO RCDEVS FOR THE PRODUCTS.

6. APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the Luxembourg law. The Purchaser expressly agrees that exclusive jurisdiction for any claim or dispute with RCDevs or relating to any Product purchases resides in Luxembourg and he further agrees and expressly consents to the exercise of the personal jurisdiction in courts of competent jurisdiction in Luxembourg in connection with any such dispute or claim.

7. GENERAL PROVISIONS

If any provision of this Agreement is invalid or unenforceable, this shall not affect the validity of the remaining provisions of the Agreement. Those shall remain valid and enforceable under the terms and conditions stipulated herein.

This Agreement between the Purchaser and RCDevs represents the single and entire Agreement applying to the Product and completely supersedes any prior agreement, license, representations, negotiations, obligations, reports, or advertisement of information related to the Product.

The Parties undertake obligations, that any and all business and other facts, information, solutions or data which are characteristic to one or both of the Parties and of which disclosure to the public or of which acquisition or use by unauthorized persons are likely to hurt or imperil the rightful financial, economic or market interests of the Parties - provided the given Party has taken all of the necessary steps to keep such information confidential - shall be treated as business secret by the Parties and none of the Parties are authorized to release business secrets to third parties.

8. CONFIDENTIALITY

The Parties undertake obligations, that any and all business and other facts, information, solutions or data which are characteristic to one or both of the Parties and of which disclosure to the public or of which acquisition or use by unauthorized persons are likely to hurt or imperil the rightful financial, economic or market interests of the Parties - provided the given Party has taken all of the necessary steps to keep such information confidential - shall be treated as business secret by the Parties and none of the Parties are authorized to release business secrets to third parties.

During the term of this Agreement, RCDevs will collect some personal data such as the name, electronic email and address of some representatives of Licensee as required by law or for legitimate business purposes and in compliance with the EU General Data Privacy Regulation coming into force May 25, 2018. Licensee expressly consents to the collection and processing of such information by RCDevs. This information will not be transferred to any third party or processed by RCDevs for any other purposes than the ones for which the data was initially collected. In accordance to the law, RCDevs will delete this data in a reasonable delay after the end of any business relationship with the Licensee and will only retain the data as long as necessary for the provision of services to the Licensee under this Agreement or as otherwise required by law. Any person concerned by such private data collection can contact RCDevs anytime at privacy@rcdevs.com to access, modify or delete one’s information.

9. AMENDMENTS TO THIS AGREEMENT

We may at any time amend, delete or add to this Agreement (a “Change”) by giving notice of such Change by posting a revised version of this Agreement on the RCDevs website. A Change will be made unilaterally by us and you will be deemed to have accepted the Change after you have received notice of it. We will give you 2 months' notice of any Change with the Change taking effect once the 2 month notice period has passed, except the 2 month notice period will not apply where a Change is required by law or relates to the addition of a new service, extra functionality to the existing Service or any other change which neither reduces your rights nor increases your responsibilities. In such instances, the Change will be made without prior notice to you and shall be effective immediately.

10. CONTACTS

Purchaser may contact RCDevs Sales Department at:
RCDevs SA, 1 Avenue du Blues, L-4368 Belvaux, Luxembourg
Telephone : +352 26 17 61 21
Fax : +33 (0)9 72 14 52 97
Email :




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