General Terms of Use

1.      General Provisions

1.1    ANECT a.s., theCzech joint stock company with its registered office at Purkyňova 646/107, 612 00 Brno - Medlánky, Czech Republic, ID No. 25313029, registered in the Commercial Registermaintained by the Regional Court in Brno under file number B 2113, (hereinafterthe “Provider”) is the developer andprovider of the XTENDISE Application (hereinafter the "Application"). The Application is  an extension of the Cisco ISE system and assuch expands its use and includes new quality-of-life features

1.2    The Client is a legal entity which,on the basis of and within the scope of a separate order or contract(hereinafter the "Agreement" or “Order”)) and in accordance withthese XTENDISE License Terms of Use (hereinafter the "Terms of Use") wasenabled by the Provider to use the Application.

2.      Terms of Use of the Application

‍2.1    The Provider declaresthat it has at its disposal all necessary rights to provide the Application tothe Client in the agreed extent and that the Application is not encumbered byany rights of third parties that would in any way restrict the Client in usingthe Application under the Agreement and these Terms of Use. The Providerfurther declares that no unresolved copyrights or other similar rights areattached to the Application on its part.

2.2    The Provider grants to the Client a time-limited,non-exclusive license to use the Application. The Client is entitled to use theApplication for a period for which Client has paid the license fee specified inthe Agreement (Order) (hereinafter the “Fee” or “Subscription”). Unless statedotherwise in the Agreement (Order), the Client shall pay the Fee (Subscription)for the relevant period to the Provider's account on the basis of an invoiceissued by the Client.

2.3    The Client is obliged toensure that the Application is used by the Client and its employees exclusivelyin the extent specified in the Agreement and these Terms of Use

2.4   Unless expresslypermitted in the Agreement, these Terms of Use or the relevant legalregulations, the Client is not entitled to: (a) copy, lend, rent, sell, assign,provide or otherwise distribute the Application or part thereof (especially thevisual form of the Application) without express written permission of the Provider,(b) use the Application for purposes other than as agreed in the Agreement, usethe Application to provide consulting Applications or use the Application forany commercial Applications without the prior written consent of the Provider,(c) change, adapt or modify the Application or create derivative works thereof;(d) perform any retrospective analysis, decomposition or decompilation of the Applicationin any way (including reverse engineering allowing mutual cooperation) or anypart thereof, except as permitted by applicable law, and only to the extent aspermitted by applicable law; (e) allow third parties access to or use the Application,except as expressly permitted in the Agreement or these Terms of Use, (f) grantconsent to the use of the Application and / or assign the right to use the Applicationto third parties except as provided in the Agreement or these Terms of use, (g)supplement the Application with defective content, especially in an illegal,defamatory, untrue or offensive manner.

2.5    The Client is entitled to grant the right to use the Application exclusively topersons under common control with the Client. In such case is the Client responsiblefor the use of the Application by such persons to the same extent as if the Client wasusing the Application himself.

2.6    The Provider is entitled to suspend the use of the Application to the Client withimmediate effect in the event of a breach of the rules of use specified inArticle 2, paragraph 2.4 of these Terms of Use.

2.7    The Provider is entitled to publicly use a referenceto the Client´s use of the Application in Provider´s marketing activitie

3.      Liability, Indemnification

3.1    The Provider shall not be liable to the Client for anydirect or indirect damage or injury incurred by the Client in connection withthe use of the Application beyond the scope of liability stipulated by therelevant legal regulations.

3.2    The Provider undertakes to eliminate free of chargesuch defects that arise during the use of the Application, except when thesedefects arise as a result of the Client's activities. Defects arising from theClient´s activities will be removed by the Provider for a fee as part ofprofessional support.

3.3    The Provider undertakes to protect the Client's datafrom misuse or unauthorized use, but shall be in no case not liable for damagecaused by the loss of the Client's data or their misuse or unauthorized usebeyond the scope of liability stipulated by the relevant legal regulations.

3.4    The Provider's liability for any damage incurred bythe Client or its employees in connection with the use of the Application islimited to a lower amount from: a) the Fee (Subscription) paid for the use ofthe Application for the last 12 months or b) the amount of CZK 10,000 (tenthousand Czech crowns).

4.      Duty of confidentiality, processing of personal data

4.1    The Contracting Parties undertake to maintain theconfidentiality and protection of confidential information communicated by theother Contracting Party, as well as to respect the principles of informationsecurity.

4.2    The Provider does not process personal data as part ofthe Application within the meaning of the EU Regulation No. 2016/679 on theprotection of individuals with regard to the processing of personal data(hereinafter "GDPR").

5.      Term, Termination

‍5.1    These Terms of Use becomevalid and effective in relation to the Client on the date of validity andeffectiveness of the Agreement (Order).

5.2    Each party is entitledto terminate the Agreement or use of the Application at any time by giving 30days' notice. In the event of termination by the Client, the Client is notentitled to any payment from the Provider, esp. the Client will not be reimbursedfor the unused part of pre-paid Fee (Subscription). In the event of terminationby the Provider, the Client is entitled for pro-rata reimbursement of theunused part of the pre-paid Fee (Subscription).

5.3    Each party is entitledto withdraw from the Agreement in case of material breach of the Agreement orthese Terms of Use bythe other party. The Provider's delay in making the Applicationavailable to the Client for more than 30 days for reasons exclusively on thepart of the Provider is considered a material breach of the Agreement on thepart of the Provider. Delay in payment of the Fee or Subscription longerthan 90 days is considered a material breach of the Agreement on the part ofthe Client. Withdrawal must be made in writing and must be delivered to theother Party. In case of withdrawal by the Client formaterial breach of the Provider is the Client entitled for repayment of a pro-ratapart of the already pre-paid Fee or Subscription. Such repayment of the Fee orSubscription shall constitute full indemnification of the Client´s costs anddamages arising out or in connection with the Agreement or use of theApplication.

5.4    Upon termination of the Agreement,the parties undertake to settle mutual obligations no later than 30 days fromthe termination of the Agreement

5.5    The termination of the Agreement doesnot affect the obligation of the contracting parties to pay damages incurred bythe other contracting party for the duration of the Contract.

6.      Final Provisions

‍6.1    In the event of aconflict between the Agreement and these Terms of Use, the provisions of theAgreement shall prevail.

6.2    If a court or governmentauthority determines that any provision of these Terms of Use or the Agreementis invalid or ineffective, the other provisions of these Terms of Use or theAgreement, as well as the Agreement as a whole, shall remain in full force andeffect. The Contracting Parties shall replace an invalid or ineffectiveprovision with a valid and effective provision so that such provision bestachieves the intended economic, legal and commercial purposes of the invalid orineffective provision.

6.3    All disputes arisingfrom use of the Application and legal relations established by the Agreementand these Terms of Use will be resolved by a Czech court, whose localjurisdiction will be determined by the address of the Provider's registeredoffice, in accordance with Czech law, especially Act No. 89/2012 Coll., theCivil Code.