Husarnet Software License Agreement
This Software License Agreement (“Agreement”) is concluded between you and Husarnet sp. z o.o., a company located at Prądnicka 89/6 street, 31-202 Kraków, Poland (“Husarnet” or “we”). If you are agreeing to this Agreement not as an individual but on behalf of your company, government, or other entity for which you are acting, then “you” means your entity and thus you are binding your entity to this Agreement.
The Software is not intended for and should not be used by anyone under the age of 16. You must ensure that all authorized users are at least 16 years old.
Husarnet may modify this Agreement from time to time, subject to the terms in section 18 (Changes to this Agreement), as described below.
The “Effective Date” of this Agreement is the date of (a) your initial access to or use of the Software (as defined below) or (b) the effective date of the first order referencing this Agreement, whichever happens earlier.
By clicking on “I agree” button that is presented to you at the time of your order, or by using or accessing the Software, you indicate your assent to be bound by this Agreement. If you do not agree to the provisions of this Agreement, you are not entitled to install nor use any part of the Software in any way.
1. Scope of Agreement
1.1. Scope.
This Agreement governs your initial purchase of Husarnet’s Software, support and maintenance for the Software as well as any future purchases or orders made by you that reference this Agreement.
1.2. Software.
Husarnet is a Peer-to-Peer VPN network, allowing you to connect computers, mobile phones, and even microcontrollers over the internet without any central server forwarding traffic between them. Husarnet infrastructure is used only to help your devices find each other over the Internet, even if they are behind NATs or firewalls, and establish a secure tunnel between them. When connection is established, Husarnet infrastructure is not needed to make your devices talk to each other directly. Because of this direct connection, in most cases the latency is the lowest possible, and privacy is fully preserved. Husarnet sp. z o.o., as a platform provider, don’t even know how much data your devices exchange, because it’s infrastructure is used only to set up the connection, not to push your data through it. When connection is established, your devices are in the same Virtual LAN network, and see each other like they were in the same local network, even if they are spread across different continents.
1.3. Parts of the Software.
Husarnet Software consists of three elements: Husarnet Client, Husarnet Dashboard and Husarnet Base Server („Software”). Depending on the options chosen by you, you may be using a different combination of those three elements, but each of those, even when used separately, is subject to the provisions of this Agreement.
1.4. Husarnet Client.
Husarnet Client (HC) is a software installed on every device you want to connect over Husarnet network. It works on various operating systems (OS) and creates a virtual network card on your OS layer that is used to send data between your devices like through any physical network interface. From your OS point of view, it doesn’t matter whether devices are in the same LAN or the same Husarnet network. If you would like to connect your devices over the Husarnet network, at first you have to create this network at app.husarnet.com (using Husarnet Dashboard hosted by Husarnet sp. z o.o.). Then you can connect your devices using a join code, QR code, generated access link and more.
1.5. Husarnet Dashboard.
Husarnet Dashboard is a web application for general network management such as creating networks, adding devices to them, sharing networks to other users and so on. A public version of Husarnet Dashboard (available for standard plans) is hosted at https://app.husarnet.com.
1.6. Husarnet Base Server.
Husarnet Base Server (HBS) is a server side of the Application that is used to allow computers with Husarnet Client apps installed to find each other over the Internet and establish a secure tunneled connection between them. If one of devices switches from one physical network to another, it has to contact HBS in order to reconfigure the network. This process is hidden from the connected computers perspective, because HBS servers care to maintain the peer-to-peer link between connected devices. Base Servers can run in multiple, redundant instances at once, so in case one of them failures, others can take over the connection maintenance. If peer-to-peer connection can not be established, HBS can act as a proxy server and the HC is aware of that fact. It is recommended to not block certain TCP and UDP ports used by Husarnet Software in order to guarantee better network functionality and lower latency. For more details, visit https://docs.husarnet.com/.
2. Software sales models.
2.1. Two models.
There are two general sales models for the Software to be selected by you: a public model, and on-premise (self-hosted) model.
2.2. Public.
This model allows you to install and use Husarnet Client to its full capabilities, while Husarnet Dashboard and Husarnet Base Servers are hosted by Husarnet for you.
2.3. On-premise.
This model allows you to install and use Husarnet Client to its full capabilities, while Husarnet Dashboard and Husarnet Base Servers are self-hosted by you.
2.4. Fee.
Depending on the number of connected devices and selected sales model, you will pay Husarnet either monthly or annual fee. The exact details depends on the options you select when placing your order to Husarnet. The details of each sales plan are available under this link: https://husarnet.com/pricing.
3. User Accounts.
3.1. Account Registration.
In order to be able to place any orders or to install and use Software, you must first register an account with us. To do so, you must enter https://app.husarnet.com and follow the registration process to its completion. Your registration information must be accurate, current and complete. You must keep your registration data current so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your account, including placing additional orders, which may result in additional fees.
3.2. Authorized Users.
Only authorized users may access and use the Software. You are responsible for compliance with this Agreement by all authorized users, including what authorized users do with your data, and for all fees incurred by authorized users. All use of Software must be solely for the benefit of you and must be within the Scope of Use.
3.3. On-premise general information.
If you select any variant of on-premise plan, depending on the details selected by you, Husarnet will generate a digitally-signed version of the installer for you to allow you to install Husarnet Dashboard and Husarnet Base Server locally. Those will limit a maximum number of devices with Husarnet Client installed that can be connected with Husarnet Dashboard and Husarnet Base Server, according to the plan selected by you. Also, the maximum number of possible Husarion Base Server installations will also be limited according to the plan selected by you.
3.4. On-premise installation.
During the installation process, it is required for a device to be connected to the Internet the whole time during the installation process.
4. Use of the Software
4.1. Your License Rights.
Subject to the terms and conditions of this Agreement, Husarion grants you a non-exclusive, non-sublicensable and non-transferable license to install and use the Software during the applicable term for your own business purposes, in accordance with this Agreement and all applicable laws.
4.2. Delivertables.
Husarnet will retain all right, title and interest in and to any materials, deliverables, modifications, derivative works or developments that Husarion provides in connection with any of its Services. You may use any Husarnet deliverables provided to you only in connection with the Software, subject to the same usage rights and restrictions as for the Software.
4.3. Restrictions.
Except as otherwise expressly permitted in this Agreement, you will not: (a) reproduce, modify, adapt or create derivative works of any part of the Software; (b) rent, lease, distribute, sell, sublicense, transfer, or provide access to the Software to a third party; (c) use the Software for the benefit of any third party; (d) interfere with any license key mechanism in the Software or otherwise circumvent mechanisms in the Software intended to limit your use; (e) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Software, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (f) remove or obscure any proprietary or other notices contained in the Software; (g) use the Software for competitive analysis or to build competitive products; ; or (h) encourage or assist any third party to do any of the foregoing.
4.4. Number of Instances.
Unless otherwise specified in your order, for each Software license that you purchase, you may install one production instance of the Software on systems owned or operated by you or one of your authorized users. Note that Husarnet Client can be installed on many different devices at once, but the actual number of instances will be limited depending on the subscription order you placed. If you choose any version of On-premise plan, you can install one instance of self-hosted version of Husarnet Dashboard and up to 5 instances of self-hosted Husarnet Base Servers. During first installation, you will be asked to specify hardcoded static IP addresses of Husarnet Dashboard and Husarnet Base Servers. Those addresses can not be modified in the future. The license for self-hosted Husarnet infrastructure is valid only on IP addresses specified during the installation proces and hardcoded in the License File.
4.5. Attribution.
In any use of the Software, you must not remove, obscure, or alter in any way the following attribution to Husarnet on all user interfaces to the Software: “Powered by Husarnet,” which must in every case include a hyperlink to https://husarnet.com and which must be in the same format as delivered in the Software.
4.6. System Requirements.
You are solely responsible for ensuring that your systems meet the hardware, software and any other applicable system requirements for the Software as specified in the documentation. Husarnet will have no obligations or responsibility under this Agreement for issues caused by your use of any third-party hardware or software not provided by Husarnet.
4.7. Indemnification by You.
You will defend, indemnify and hold harmless Husarnet from and against any loss, cost, liability or damage (including attorney’s fees) arising from or relating to any claim brought against Husarnet arising from or related to your breach of Agreement. This indemnification obligation is subject to your receiving: (a) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (b) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (c) all reasonably necessary cooperation of Husarnet, at your expense.
5. Privacy Terms.
Even though Husarnet strives to collect as little information as possible from you, some must be collected to allow proper operation of the services. To that end, Husarion may collect certain data and information from you and authorised users, in connection with your and authorised users’ use of the Software and otherwise in connection with this Agreement. All such data and information will be collected and used by Husarnet in accordance with Husarnet’s Privacy Policy, which you hereby acknowledge. Free account requires only a valid e-mail address to operate, but with paid account we will also need all your data required to properly bill or to properly invoice you.
6. Husarnet Commitments
6.1. Support and maintenance.
During the period for which you have paid the applicable fee for the Software, Husarnet will provide support and maintenance for the Software in accordance with the Husarnet support policy . Support and maintenance for Software includes access to patches and updated versions, if and when available. Any references to “Software” in this Agreement also applies to patches and updated versions.
6.2. Refund entitlement.
The company will make every effort to ensure that its services are continuous and trouble-free. In the unlikely event of an interruption or disruption in the services, you will be entitled to a refund for the period in which the interruption or disruption occurred. In such a case provide us appriopriate information containing details of the interruption or disruption by sending an e-mail to contact@husarnet.com
7. License Term, autorenewal, Returns and Payment
7.1. License term and autorenewals.
The license term and any applicable Service periods will commence on the order date (unless a different start date is designated in the order) and expire only when cancelled by you. Please, keep in mind that auto – renewal option is the default option when contracting Husarnet services. Your right to use Software will expire at the moment this agreement becomes terminated. All renewals are subject to the applicable Software continuing to be offered and will be charged at the then-current rates.
7.2. Delivery.
You will receive the applicable Software no later than when we have received payment of the applicable fees. You are responsible for accessing your account to determine that we have received payment, your order has been processed and that your Software is now ready to be installed. On-premise installation also requires an installation license file, which will be sent to you via e-mail or link. During first installation, generated license file will contain data that cannot be changed in the future, like maximum numer of connected devices, IP addresses of self-hosted Husarnet Dashboard and self-hosted Base Servers. If you will need to reinstall self-hosted Husarnet Dasbhoard and Base Servers in the future, it is your responsibility to backup files obtained during initial installation that will be required. Reinstallation procedure is a part of Husarnet documentation. All deliveries under this Agreement will be electronic. For the avoidance of doubt, you are responsible for installation of the Software, and you acknowledge that Husarnet has no further delivery obligation with respect to the Software after delivery of the Software.
7.3. Return policy.
As part of our commitment to customer satisfaction, you may terminate your initial order of the applicable Software under this Agreement, for no reason or any reason, by changing the paid subscriction plan to a „Free” plan (with 5 device limit). In such a case your account will not be auto-charged in the next period (month or year depending on plan). For on-premise (self-hosted) „Server” plan, where one-time payment is the only option, refunds are not possible.
7.4. Payment.
You will pay all fees on a monthly or annual basis, in accordance with each order, by the due dates and in the currency specified in the order or on a billing page at https://app.husarnet.com. If a purchase order number is required in order for an invoice to be paid, then you must provide such purchase order number to Husarnet by emailing the purchase order number to conctact@husarnet.com. Other than as expressly set forth in Section 7.3 (Return policy) and Section 16 (IP Indemnification by Husarnet), all amounts are non-refundable, non-cancelable and non-creditable. You agree that we may bill your credit card or other payment method for renewals, additional users, expenses and unpaid fees, as applicable.
7.5. Taxes.
Your fees under this Agreement exclude any taxes or duties payable in respect of the Software in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Husarnet, you must pay to Husarnet the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to Husarnet any such exemption information, and Husarnet will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.
7.6. Withholding taxes.
You will pay all fees net of any applicable withholding taxes. You and Husarnet will work together to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If Husarnet qualifies for a tax exemption, or a reduced treaty withholding rate, Husarnet will provide you with reasonable documentary proof. You will provide Husarnet reasonable evidence that you have paid the relevant authority for the sum withheld or deducted.
8. No-charge Software.
We may offer certain Software to you at no charge, including free accounts, trial use, and beta versions of the Software. Your use of no-charge Software is subject to any additional terms that we specify and is only permitted during the license term we designate. The terms and conditions of this Agreement governing Software, including section 4.3. (Restrictions), fully apply to no-charge Software. We may terminate your right to use no-charge Software at any time and for any reason in our sole discretion, without liability to you. You understand that any pre-release and beta versions of Software, and any pre-release and beta features within generally available Software, that we make available are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than final versions of Software. We make no promises that any beta versions will ever be made generally available. All information regarding the characteristics, features or performance of any no-charge Software constitutes Husarnet’s Confidential Information. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to no-charge software, including any support and maintenance, warranty, and indemnity obligations. Notwithstanding anything else in this agreement, Husarnet’s maximum aggregate liability to you in respect of no-charge Software will be 20$ (twenty US dollars).
9. Audits.
At our request, you agree to provide a signed certification that you are using all Software pursuant to the terms of this Agreement. You agree to allow us, or our authorized agent, to audit your use of the Software, including that of your authorized users. We will provide you with at least seven (7) days advance notice prior to the audit, and the audit will be conducted during normal business hours. We will bear all out-of-pocket costs that we incur for the audit, unless the audit reveals that you have exceeded the legitimate use of the software or license rights granted to you. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at your own cost. If you exceed the legitimate use of the software or license rights granted to you, we may invoice you for any past or ongoing excessive use. Additionally, Husarnet will be entitled to invoice you with triple the amount you were charged for any past or ongoing excessive use as punitive damages. You will pay any of the above mentioned invoices promptly after receipt. This remedy is without prejudice to any other remedies available to Husarnet at law or equity or under this Agreement.
10. Ownership and feedback.
The Software is made available on a limited license or access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. Husarnet has and retains all right, title and interest, including all intellectual property rights, in and to Husarnet Software. You may choose to submit feedback to us and we may, in connection with any of our products or services, freely use, copy, disclose, license, distribute and exploit any feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No feedback will be considered your Confidential Information, and nothing in this Agreement limits Husarnet’s right to independently use, develop, evaluate, or market products or services, whether incorporating feedback or otherwise.
11. Confidentiality.
Except as otherwise set forth in this Agreement, each party agrees that all code, inventions, know-how and business, technical and financial information disclosed to such party by the disclosing party constitute the confidential property of the disclosing party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the receiving party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Husarnet technology and any performance information relating to the Software will be deemed Confidential Information of Husarnet without any marking or further designation. Except as expressly authorized herein, the receiving party will: (a) hold in confidence and not disclose any Confidential Information to third parties and (b) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the disclosing party than this section 11 and that the receiving party remains responsible for compliance by them with the terms of this section 11. The receiving party’s confidentiality obligations will not apply to information which the receiving party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the receiving party; or (c) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation. The receiving party may also disclose Confidential Information if so required pursuant to a regulation, law or court order, but only to the minimum extent required to comply with such regulation or order and with advance notice to the disclosing party. The receiving party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the receiving party the disclosing party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law, including but not limited to punitive damages.
12. Term and Termination
12.1. Term.
This Agreement is effective as of the Effective Date and continues until expiration of all license terms, unless earlier terminated as set forth herein.
12.2. Termination for Cause.
Either party may terminate this Agreement, including all related orders, if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
12.3. Termination for Convenience.
You may choose to stop using the Software and terminate this Agreement (including all orders) at any time, for no reason or any reason, upon written notice to Husarnet, but unless you are exercising your right to terminate early pursuant to section 7.3 (Return Policy), upon any such termination you will not be entitled to a refund of any pre-paid fees and, if you have not already paid all applicable fees for the then-current license term or related services period, any such fees that are outstanding will become immediately due and payable.
12.4. Effects of Termination.
Upon any expiration or termination of this Agreement, your license to the Software terminates, even if no expiration date is specified in your order, and you must cease using and delete (or, at our request, return) all Software and Confidential Information or other materials of Husarnet in your possession, including on any third-party systems operated on your behalf. You will certify such deletion upon our request. If this Agreement is terminated by you in accordance with section 12.2 (Termination for Cause), Husarnet will refund you any prepaid Software fees covering the remainder of the then-current license term after the effective date of termination. If this Agreement is terminated by Husarnet in accordance with section 12.2 (Termination for Cause), you will pay any unpaid fees covering the remainder of the then-current license term after the effective date of termination. In no event will termination relieve you of its obligation to pay any fees payable to Husarnet for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
12.5. Survival.
The following sections will survive any termination or expiration of this Agreement: 4.3 (Restrictions), 4.7 (Indemnification by You), 7.4 (Payment), 7.5 (Taxes), 8 (No-charge Software), 9 (Audits), 10 (Ownership and feedback), 11 (Confidentiality), 12 (Term and Termination), 13.3 (Warranty Disclaimer), 14 (Limitations of liability), 15 (IP Indemnification by Husarnet), 17 (Dispute Resolution), 18 (Export Restrictions), and 21 (General Provisions).
13. Warranties and disclaimer
13.1. General warranties.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. If you are an entity, you represent and warrant that this Agreement and each order is entered into by a representative, an employee or agent of such entity with all necessary authority to bind such entity to the terms and conditions of this Agreement.
13.2. Virus warranty.
Husarnet further represents and warrants that it will take reasonable commercial efforts to ensure that the Software, in the form and when provided to you, will be free of any viruses, or malware. For any breach of the foregoing warranty, your sole and exclusive remedy, and Husarnet’s sole obligation, is to provide a replacement copy of the Software promptly upon notice.
13.3. Warranty disclaimer.
Except as expressly set forth in section 13.1 (General warranties) and 13.2 (Virus warranty), all Software, support and maintenance and any additional services are provided “as is,” and Husarnet and its suppliers expressly disclaim any and all warranties and representations of any kind, including any warranty of non-infringement, title, fitness for a particular purpose, functionality, or merchantability, whether express, implied, or statutory. Husarnet will not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or other systems outside the reasonable control of Husarnet. To the maximum extent permitted by law, Husarnet does not make any representation, warranty or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of any Software or any content therein or generated therewith, or that: (a) the use of any Software will be secure, timely, uninterrupted or error-free; (b) the Software will operate in combination with any other hardware, software, system, or data; (c) the Software (or any services or information purchased or obtained by you through the Software) will meet your requirements or expectations); (d) errors or defects will be corrected; or (e) except as expressly set forth in section 13.2 (Virus warranty), the software is free of viruses or other harmful components. You may have other statutory rights, but the duration of statutorily required warranties, if any, will be limited to the shortest period permitted by law.
14. Limitations of liability
14.1. Consequential damages waiver.
Except for excluded claims (defined in section 14.3), neither party will have any liability arising out of or related to this Agreement for any loss of use, lost or inaccurate data, lost profits, failure of security mechanisms, interruption of business, costs of delay or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of the possibility of such damages in advance.
14.2. Liability cap.
Except for excluded claims (defined in section 14.3), each party’s aggregate liability to the other arising out of or related to this Agreement will not exceed the amount actually paid or payable by you to Husarnet under this agreement in the three (3) months immediately preceding the claim.
14.3. Excluded claims.
“Excluded claims” means: (a) amounts owed by you under any orders, (b) either party’s express indemnification obligations in this Agreement, and (c) your breach of section 4.3 (Restrictions).
14.4. Nature of claims and failure of essential purpose.
The parties agree that the waivers and limitations specified in this section 14 (Limitations of liability) apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
15. IP indemnification by Husarnet.
We will defend you against any claim brought against you by a third party alleging that the Software, when used as authorized under this Agreement, infringes any third-party patent, copyright or trademark, or misappropriates any third-party trade secret enforceable in any jurisdiction that is a signatory to the Berne Convention for the Protection of Literary and Artistic Works, and we will indemnify you and hold you harmless against any damages and costs finally awarded on said claim by a court of competent jurisdiction or agreed to via settlement executed by Husarnet (including reasonable attorneys’ fees), provided that we have received from you: (a) prompt written notice of the claim (but in any event notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the defense and investigation of the claim, including providing us a copy of the claim, all relevant evidence in your possession, custody, or control, and cooperation with evidentiary discovery, litigation, and trial, including making witnesses within your employ or control available for testimony; and (c) the exclusive right to control and direct the investigation, defense, and settlement of the claim. If your use of the Software is (or in our opinion is likely to be) enjoined, whether by court order or by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (a) procure the right or license for your continued use of the Software in accordance with this Agreement; (b) substitute substantially functionally similar Software; or (c) terminate your right to continue using the Software and refund any license fees pre-paid by you for use of the Software for the terminated portion of the applicable license term. Husarnet’s indemnification obligations above do not apply: (a) if the total aggregate fees received by Husarnet with respect to your license to Software in the twelve (12) month period immediately preceding the Claim is less than US$50,000; (b) if the Software is modified by any party other than Husarnet, but solely to the extent the alleged infringement is caused by such modification; (c) if the Software is used in combination with any non-Husarnet Software or Service, but solely to the extent the alleged infringement is caused by such combination; (d) to unauthorized use of Software or part of the Software; (e) to any claim arising as a result of circumstances covered by your indemnification obligations in section 4.7 (Indemnification by You); (f) to any unsupported release of the Software; or (g) if you settle or make any admissions with respect to a claim without Husarnet’s prior written consent. This section 15 states our sole liability and your exclusive remedy for any infringement of intellectual property rights in connection with any Software provided by Husarnet under this Agreement.
16. Publicity rights.
We may identify you as an Husarnet customer in our promotional materials. We will promptly stop doing so upon your request sent to conctact@husarnet.com.
17. Dispute resolution
17.1. Informal resolution.
In the event of any controversy or claim arising out of or relating to this Agreement, the parties will consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of thirty (30) days, either party may pursue relief as may be available under this Agreement pursuant to section 17.2 (Governing law and jurisdiction). All negotiations pursuant to this section 17.1 will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.
17.2. Governing law and jurisdiction.
This Agreement will be governed by and construed in accordance with the applicable laws of Republic of Poland, with giving effect to the principles of that country relating to conflicts of laws. Each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to this Agreement must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of District Court for Krakow - Downtown in Krakow or its higher instance, District Court in Krakow, if applicable, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Krakow, Poland, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. In any action or proceeding to enforce a party’s rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.
17.3. Injunctive relief; enforcement.
Notwithstanding the provisions of section 17.1 (Informal resolution) and section 17.2 (Governing law and jurisdiction), nothing in this Agreement will prevent Husarnet from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
17.4. Exclusion of UN Convention.
The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement.
18. Changes to this Agreement.
18.1. Modifications.
We may modify the terms and conditions of this Agreement (including Husarnet’s policies) from time to time, with notice given to you by email, through the Software or through our website. Together with notice, we will specify the effective date of the modifications.
18.2. No-charge Software.
You must accept the modifications to continue using the no-charge Software. If you object to the modifications, your exclusive remedy is to cease using the no-charge Software.
18.3. Paid licenses.
When we make modifications to the main body of this Agreement, the modifications will take effect at the next renewal of your license term and will automatically apply as of the renewal date unless you elect not to renew pursuant to section 7.1 (License term and renewals). In some cases, like when it’s necessary to address compliance with laws, or as necessary for new features, we may specify that such modifications become effective during your then-current license term. If the effective date of such modifications is during your then-current license term and you object to the modifications, then (as your exclusive remedy) you may terminate your affected orders upon notice to us, and we will refund to you any fees you have pre-paid for use of the affected Software for the terminated portion of the applicable license term. To exercise this right, you must provide us with notice of your objection and termination within fourteen (14) days of us providing notice of the modifications. For the avoidance of doubt, any order is subject to the version of this Agreement in effect at the time of the order placement.
18.4. Husarnet policies.
Our products and business are constantly evolving, and we may modify the Husarnet policies from time to time, including during your then-current license term in order to respond to changes in our products, our business, or applicable laws. In this case, unless required by applicable laws, we agree not to make modifications to the Husarnet policies that, considered as a whole, would substantially diminish our obligations during your then-current license term. Modifications to the Husarnet policies will take effect automatically as of the effective date specified for the updated policies.
19. General Provisions
19.1. Notices.
Any notice under this Agreement must be given in writing. We may provide notice to you via email or through your account. You agree that any such electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Our notices to you will be deemed given upon the first business day after we send it. You will provide notice to us by post to Husarnet sp. z o.o., ul. Prądnicka 89/6, 31-202 Kraków, Poland. Your notices to us will be deemed given upon our receipt.
19.2. Force Majeure.
Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services.
19.3. Assignment.
You may not assign or transfer this Agreement without our prior written consent. As an exception to the foregoing, you may assign this Agreement in its entirety to your successor resulting from your merger, acquisition, or sale of all or substantially all of your assets or voting securities, provided that you provide us with prompt written notice of the assignment and the assignee agrees in writing to assume all of your obligations under this Agreement. Any attempt by you to transfer or assign this Agreement, except as expressly authorized above, will be null and void. We may assign our rights and obligations under this Agreement, in whole or in part, without your consent. We may also permit our agents and contractors to exercise our rights or perform our obligations under this Agreement, in which case we will remain responsible for their compliance with this Agreement. Subject to the foregoing, this Agreement will inure to the parties’ permitted successors and assigns.
19.4. Entire agreement.
This Agreement is the entire agreement between you and Husarnet relating to the Software and supersedes all prior or contemporaneous oral or written communications, proposals and representations between you and Husarnet with respect to the Software or any other subject matter covered by this Agreement. No provision of any purchase order or other business form employed by you will supersede the terms and conditions of this Agreement.
19.5. Waivers; modifications.
No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. Except as set forth in section 18 (Changes to this Agreement), any amendments or modifications to this Agreement must be executed in writing by the authorized representatives of Husarnet and you.
19.6. Interpretation and invalidity.
Headings used in this Agreement are for convenience only. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions will continue in full force and effect.
19.7. Independent contractors.
The parties are independent contractors. This Agreement will not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give either party the express or implied right, power or authority to create any duty or obligation of the other party.