END USER LICENSE AGREEMENT

Oriana Platform, Version No.: 2.5
Effective Date: March 07, 2022

Magyar Verzió/ Hungarian Version

1. Introduction

Before the installation, copying and/or using the Platform please read carefully the End User License Agreement (“EULA”) below; as their acceptance of the terms of this EULA (“Terms”) is an essential condition of starting to use the license.

You acknowledge that the installation and related services of the Oriana Platform may exclusively be done by the Licensor (ORIANA International Co. Ltd. as the Manufacturer) or its authorized Partners or their qualified clients.

2. Creation and acceptance of the EULA

2.1. This end user license agreement enters into force between you and the Licensor

(i) as soon as you start the performance of any acts of use of the software (e.g. installation,running), 

(ii) by clicking as a sign of your acceptance of the Terms when installing or updating, or

(iii) you accept the Terms in writing in a separate contract concluded with the Licensor.

2.2. The Licensor may amend and update the EULA from time to time by providing prior notice on the amendment to the Users. Without limiting the foregoing, User acknowledges and agrees that its continued use of the Platform after these Terms have changed constitutes the acceptance of these Terms as amended.

3. Definitions

The expressions used in EULA shall be construed as follows. In certain cases the text of the EULA will contain further definitions that will have to be construed in accordance with those defined therein.

 

PLATFORM	The Oriana Platform is an integrated low code, no-code capability software platform enabling the user to develop workflow supported software applications, which can run using the platform itself. The Oriana Platform consists of Oriana Engine, Oriana Studio and Oriana Blocks, all of which are licensed as part of the Oriana Platform.
EULA	means the prevailing “End User License Agreement” document issued by the Manufacturer.
User	the person accepting these Terms pursuant to clause 2 and using the Platform as the end user of the license.

 

 

Custom Application (APPLICATION)	A Platform based unique business logic containing the totality of XML files, as well as those elements of the database (stored procedures, tables, views) and other artifacts which are not part of the Platform operating them
Implementation	It is the service that may consist of the customizing the Platform at the User, its installation, its integration with other systems or the support of the introduction of its use.
Licensor	means ORIANA from which you have obtained the user license for the Platform
Oriana or Manufacturer	means ORIANA International Co. Ltd. (registered address:1037 Budapest, Montevideo u. 9., company register number: 01-10-140105) which, as the developer of the Platform, is the holder of the intellectual property and copyrights.
Partner	means the Licensor’s contracted partner authorized by the Licensor to offer, distribute and sell the Platform or products based on the Platform
Manufacturer Support	Operation and maintenance support from the Manufacturer for the software related to the Application, offered on the basis of an individual contract with the User. It is the Partner that is entitled to sell such support to the User.
Screen	A screen accessible from the menu system, a maximum of 2 pop-up dialogue boxes accessible from the screen, any number of technical (search, value selection or document display) windows.

 

 

 

4. Intellectual Property and Copyright

4.1. The Platform in whole and its parts are all subject to copyright, in accordance with the legal regulations of the Applicable Law.

4.2. This EULA entitles the User only to a limited use of the Platform and the Licensor (Manufacturer) reserves all other property rights. Where the EULA is not concluded by the Manufacturer, the User acknowledges that the copyrights belong to the Manufacturer and thus the Licensor is entitled to give the Platform into sub-license, according to this EULA, based on the authorization from the Manufacturer only.

4.3. According to those above, the source code of the Platform shall permanently stay with the Manufacturer, that is, the exclusive holder of the intellectual property and copyright for the Platform is the Manufacturer.

5. Right of use

5.1. If not regulated otherwise the Licensor provides by this EULA, exclusively for the Platform lawfully obtained, a non-exclusive license of use with the limitations defined under paragraph 9.1, which entitles the User to use the Platform only, for its own business purposes, exclusively for its own sphere of control and in its own prescribed activity, to install and run it in a defined number and according to the type of licenses and within the time limitations purchased.

5.2. A non-exhaustive list of the basic types of license shall be contained in paragraph 7 of the EULA; the Licensor reserves the right to apply further types of licenses or to discontinue the application of certain license types. Each type of license covers different extent of rights; the User is only entitled to use the functions that the license provided allows. Where the User holds several different licenses regarding the same Platform, the User is entitled to use the Platform according to the license allowing the broadest range of functions.

5.3. In such cases the Individual agreement and this EULA shall jointly make up for the contract providing the complete license. Should there be any conflict between the Individual agreement and the EULA, the provisions of the Individual agreement will prevail. An Individual agreement with the User may be concluded only by the Manufacturer.

5.4. User is entitled to mandate a third person with the operation of the Platform.

6. Types of Licenses

The license types of below may be detailed in separate agreements, specifying the type, the fees and any other term differing or missing from this EULA that any of the Parties consider necessary or substantial.

6.1. There are two license groups with regard to the licenses below.

Oriana Platform Multiple Instance license group: The User has access to an indefinite number of Instances through the Platform with this given license type.

Oriana Platform Single Instance group: The User has access to one Instance through the Platform with this given license type.

Manufacturer allows switching from Application license to Platform license according to the prevailing price list.

 

 

Group of License	Type of License	Description
Single/Multiple INSTANCE	Named User License	Right of use offering access to the full functionality of the Platform or of an application (APPLICATION) The users must be all named users, their names must be recorded on the Platform in advance according to the number of licenses purchased.
	Named Concurrent License	Right of use offering access to the full functionality of the Platform or of an application (APPLICATION). The users must be recorded in advance according to the number of licenses purchased multiplied by a maximum of four. A number of users equivalent to the number of licenses purchased can simultaneously be logged into the Platform or into that given Application.
	„Business To Customer (B2C) Named License” or „Government To Citizen (G2C) Named License” or „Department to Employee (D2E) Named License“	The license is allowing access to a limited functionality of the Platform or the Application (APPLICATION) via a single screen for the clients, contractual partners or employees of the User. The users, belonging to the organisation of the User, must be all named users, recorded in advance according to the number of licenses purchased and the identification number of the screen accessible for clients or contractual partners must be recorded. The license allows the navigation in a single Screen as well as the use of ‘pop-up’ forms, dialogues boxes etc. opened up by the functions of the Screen.
SINGLE INSTANCE	Named User Light License	The license is allowing access to the limited functionality of an Application (APPLICATION) appearing on a maximum of 5 (five) screens. The users must be all named users, their names must be recorded on the Platform in advance according to the number of licenses purchased.
	Concurrent Light User License	The license is allowing access to limited functionality of an Application (APPLICATION) to appear on a maximum of 5 (five) screens. The users must be recorded in advance according to the number of licenses purchased multiplied by a maximum of four. A number of users equivalent to the number of licenses purchased can simultaneously be logged into that given Application.

 

 

6.2. Limited duration (subscription-based) licenses which offer access for a definite period only. If the User is in default with the payment of the fee exceeding 30 days, the Manufacturer is entitled to suspend or terminate User’s right of use.

 

User Subscription	In case of subscription the minimum duration period of the subscription is 12 months. If the subscription is not cancelled at least 30 days before the end of the period, the subscription is extended by another 12 months period.
Subscription – user number increase	In case of user number increase during the 12 months subscription period, at any time the number of users can be increased and the effective anniversary of the subscription will have to meet the anniversary date of the original subscription to ensure that anniversaries are aligned.
Oriana Studio License	A subscription-based, limited duration license allowing access and development of the complete functionality of the Platform. The right of use refers to the period defined at purchase, at the end of this period or of the subscription the license terminates. It may be purchased with an annual subscription only. The users must be all named users, their names must be recorded on the Platform in advance according to the number of licenses purchased. The entitled users may use the Oriana Studio which supports the development of the Engine-based Applications. Oriana Studio supports development by making it possible to interactively and automatically create and modify the XML files that describe the operation and business logic of the Engine-based systems and the database components.

6.3. Version maintenance and version upgrade licenses

6.4 ISV License

The Manufacturer may conclude an individual agreement with an ISV Partner. For the ISV licenses granted in the framework of such a partnership, a common EULA shall be drafted by the Manufacturer and the ISV Partner to encompass the terms of use of the ISV application created by the ISV Partner, including the terms of use of the licenses provided by the Manufacturer.

The ISV Partner will be obliged to have this EULA approved by the Manufacturer in advance and maintain the coherence of this EULA with the current EULA of the Manufacturer. The common EULA covering the ISV licenses cannot conflict with the current EULA of the Manufacturer, if such is the case, the current EULA of the Manufacturer shall prevail.

With respect to ISV products, the ISV Partner assumes warranty obligations towards the User. The Manufacturer’s obligations in this regard shall no longer apply.

The pricing of the ISV licenses will be published in a separate ISV price list, which will be laid down in a Partner agreement by the ISV Partner and the Manufacturer.

6.5 Developer and Test license

The Manufacturer provides the User developer and test licenses in the same quantity, quality and validity as the licenses on the live system to facilitate development and testing in development and test systems existing alongside but separate from and featuring functionality identical to the live system of the User. These licenses may be used only in systems set up for testing and development purposes, in coherence with the application in a system.

6.6 Technical license

On specific request, the Manufacturer provides the User with a so-called “Technical license”. The technical license may be requested by holders of a license obtained for a live system, in accordance with the number and type of licenses purchased, bound to specific applications, for a maximum period of the validity of the licenses puchased.

A technical license may be used only in systems set up for testing and development purposes, in coherence with the application in a system. A warning message indicating the use of technical license is displayed upon login and during the use of the application.

7. Complementary materials

7.1. In certain cases, the Licensor may give the User particular software (program codes, in special XML descriptors for example) documentation and complementary materials needed for the running of the Platform that are not built into and do not make part of the Platform. The copyrights of such materials may belong to the Manufacturer, or even to the Partner or a supplier of the Manufacturer or of the Partner. These require individual agreements.

7.2. The complementary materials may be used together with and for the purpose of the Platform only, and their separate use is forbidden. If the right of use of the Platform ceases, then the license referring to the complementary material also ceases and the User is obliged to cease its use.

 

8. Limitations of use

8.1. The User

(i) may not assign, give into lease the Platform nor make the Platform available for third parties in any other manner, neither free of charge nor against payment, except in the possession of the G2C and B2C licenses,

(ii) may not localize, modify, adapt, unify it with other programs, translate, alter, copy or reproduce (except the backup copies defined herein);

(iii) is obliged to retain the „Oriana Copyright” or other signs on the Platform and to reproduce the „copyright” sign on any copies of the Platform;

(iv) may not decrypt the Platform, except in the cases where legal regulations expressly allow for it and even in such cases may only do that to that particular extent and purpose, with the reasonable prior notification of the Manufacturer, allowing this latter the right of control on the extent of decryption.

 

9. Terms of software maintenance

9.1. The software maintenance licence ensures for a certain period that the User is entitled to install and use any of the Platform versions coming out in that period, according to the terms of the type of license held. User shall be notified of and offered all the new versions coming out in that particular period on https://orianasoftware.com/end-user-license-agreement/. Software maintenance is available at User’s request by individual agreement or ulterior agreement, for remuneration.

9.2. In the case of limited duration (subscribable) licenses during the follow-up period the User is entitled to use any of the Platform versions available, including the latest version.

9.3. Should the software maintenance be stopped, the User will be entitled to use a new version based on a new software maintenance contract concluded with the Licensor or if purchasing a “User Upgrade License”.

9.4. By purchasing a software maintenance package, User acknowledges that for a uniform coverage of the software version follow-up for the new duration, User will need to have with all his licenses the same software packages covering the same conditions and duration. Manufacturer is entitled to refuse to supply software maintenance if this condition is not met.

9.5. For the follow-up period the initial number of users must be recorded. In case of any of the license types, if there is a discrepancy between the number of users defined for follow-up and that of the actual number of users, the Manufacturer may deny the installation of the new version.

9.6. If the User wishes to purchase software follow-up for a reduced number of users, he/she may do so, but the difference of licenses shall be revoked or withdrawn by the Manufacturer. The Manufacturer shall not give compensation for this.

9.7. The Manufacturer allows switching from Application license to Platform license according to the prevailing price list.

9.8. The Manufacturer issues fixes for each version of the Platform for a maximum of two (2) years (both for main and minor versions).

 

10. License audit and sanctions of overuse

10.1. The User acknowledges that the Manufacturer is entitled to monitor the number of users of the Platform in use as well as the compliance with the other terms of use at any time. For monitoring the Platform licenses, the User must ensure that the specialists authorized by the Manufacturer can electronically set up a remote access (through internet VPN) to the Platform server to monitor the use. Manufacturer will perform the monitoring at an agreed time that the User will define within 30 (thirty) days after being requested to do so in writing. Should the User miss this deadline or the second deadline given in the Manufacturer’s repeated request to ensure the monitoring, Manufacturer shall be entitled to terminate the license agreement concluded with the User with immediate effect.

10.2. User acknowledges that the Manufacturer is entitled to collect from the Partners such information that are needed for the evaluation of the results of license monitoring. User also undertakes to provide Manufacturer with such information on request.

10.3. Should the monitoring of the use of Platform licenses show that there are more licenses in use at the User than the number of Platform licenses actually requested and purchased, than the case of the number of Platform licenses exceeding those purchased ones is deemed a breach of contract. On this ground, the Manufacturer will automatically invoice the User the license fees covering the excessive use of Platform licenses, and the User is obliged to pay that fee within 15 days after the receipt of Manufacturer’s notice. User acknowledges that in case of a breach, if failing to pay the extra license costs thereof within the deadline above, Manufacturer is entitled to terminate with immediate effect the software license agreement concluded with the User and to revoke all licenses held by the User.

10.4. Manufacturer specifies and User acknowledges that should the license be revoked or if the license period expires, User shall not be entitled to further use the Platform. If breaching this stipulation, User will be obliged to compensate Manufacturer for the damage arisen from this. User will be held criminally liable in such case.

 

11. Warranty of title

11.1. The Manufacturer warrants that no third party has partial or full copyright, other property right or exclusive right for use on the Platform that might hinder or stop User from exercising the right of use in the extent purchased with the license.

11.2. Should a third party come up against the User with a claim referring to the use of the Platform or any of its parts or to intellectual products another Manufacturer ensured through this EULA, the Manufacturer must exonerate the User from such claims and is obliged to assume liability for all obligations that the User should perform to that third party.

11.3. It is only the Manufacturer that has the obligation to exonerate the User, the User may not enforce such a claim against the Manufacturer.

 

12. Guarantee

12.1. The Licensor guarantees that the Platform has been designed and developed with adequate professionalism, however, due to the complexity of the Platform, Licensor does not guarantee its faultlessness, thus it provides the Platform “as is” and “with all its faults”.

12.2. The User guarantees that it has come to know the Platform, tested it and confirms that the Platform is suitable for the purposes intended by User; it also acknowledges that the Licensor has made no warranties of fitness of the Platform for a particular purpose, even if this fitness has been indicated in any of the communications made by the Licensor or Manufacturer, or that the Licensor was aware of the purposes to be attained by the User.

 

13. Liability

13.1. The Licensor and the Manufacturer shall not assume warranty liabilities for indirect damages caused to the User (including but not limited to loss of profit, loss of revenue, disruption of production, as well as damages resulting from data loss, corruption of database or computer viruses). The Licensor and Manufacturer shall assume warranty liability for direct damages caused to the User for a maximum net amount equal to the license fees paid by the User in the preceding 12 months, with the proviso that the maximum amount of compensation may be EUR 150,000 also in cases where the sum of license fees paid by the User in the preceding 12 months is higher.

13.2. The User acknowledges and accepts that it has the right to hold the Manufacturer liable for any damages caused by the potential defect of the software (Platform) provided by the Manufacturer, whereas, if the Licensor is a different person from the Manufacturer, it has the right to hold the Licensor liable for any damages arising from the independent services (excluding the resale of the Manufacturer’s software products and services) provided by the Licensor. 

14. Confidentiality

14.1. The User shall treat all information and documents referring to the Platform as strictly confidential. The User is obliged to treat and safeguard confidentially all information qualifying as business secrets, acquired from the Manufacturer or held or received in any manner in relation to the Platform, the Manufacturer or the Licensor, as deemed trade secrets. User is not entitled to disclose or make available such information and documents to unauthorised third parties. The effect of this provision shall stay in effect for an indefinite period after the termination of the agreement.

14.2. The User, according to the stipulations of this agreement, is obliged to ensure that his/her employees and experts shall comply with this confidentiality obligation.

15. Effect, termination of the EULA

15.1. This agreement, unless otherwise agreed, shall be effective for an indefinite period.

15.2. Should the User breach any of the stipulations of the agreement, the Licensor is entitled to terminate this agreement with immediate effect. Should the User become subject of a bankruptcy, termination or liquidation proceedings, or dissolution the Manufacturer is entitled to terminate this agreement with immediate effect.

15.3. In case of termination of the agreement, the User ceases all kinds of use of the Platform, deletes it from its systems and irrevocably destroys all the copies held, and issues a statement signed by its representative confirming such destruction to the r the Manufacturer on request.

 

16. Closing provisions

16.1. Should any part of this EULA be deemed ineffective or unenforceable, that will not affect the other provisions of the EULA, which will be unchanged and applicable.

16.2. In all matters not regulated by this EULA the effective Hungarian legal regulation shall be applied.