End User License Agreement (EULA)

This End User License Agreement (the “EULA”) is an agreement between the person, company, or organization (the “Licensee”) that has acquired a license to CxReports (“The Software”) and Codaxy d.o.o. Banja Luka (the “Licensor”).

By installing and/or using The Software, whether on-premise or through a SaaS platform, the Licensee accepts the license of The Software and agrees to the terms of this EULA. The terms of this EULA will also govern new or updated versions of the software installed according to the Licensor's instructions.

1. DEFINITIONS

License shall mean the terms and conditions for use and distribution as defined by this document.

Licensor shall mean Codaxy d.o.o Banja Luka.

Licensee shall mean an individual or legal entity that has acquired a license to The Software, either through on-premise installation or access to the SaaS version of The Software.

The Software shall mean all items contained within the CxReports installation media, including but not limited to the CxReports server, web interface, configuration files, and associated assets.

SaaS Version shall mean the cloud-based version of The Software provided by Licensor as a subscription service.

Documentation shall mean all on-line help files or written manuals and instructions regarding the use of The Software.

Confidential Information shall mean The Software, all Documentation, all information data, drawings, trade secrets, source codes, and readable information regarding The Software, and all information of an intellectual property nature.

Server shall mean a computer system (i) on physical hardware, or (ii) a virtual machine, or (iii) under a container runtime such as “Docker” or “containerd.”

User shall mean an individual who interacts with The Software through its user interface.

Licensee Data shall mean all data, files, and information submitted to or generated through The Software by the Licensee, particularly in the SaaS version.

Data Center shall mean a facility used to house cloud-based servers where Licensee Data is stored in the SaaS version of The Software.

2. GRANT OF LICENSE

The Licensor grants the Licensee a non-transferable, non-assignable, and non-exclusive right to use The Software in accordance with the terms and conditions set forth in this EULA. The license becomes effective upon the Licensee's installation of The Software (for On-Premise Licenses) or account activation (for SaaS Licenses) and will remain in effect until it expires or is terminated by either party, as described in this EULA.

The Licensee does not acquire any ownership rights to The Software or any associated intellectual property rights, including but not limited to source code, trademarks, or proprietary notices. All rights, titles, and interests in and to The Software remain solely with the Licensor.

2.1. Licensing Categories

• On-Premise License: The Licensee may download and install The Software on its servers, subject to the specific type of On-Premise License purchased. There are two available forms of On-Premise Licenses:

  • Free License: The Licensee may install and use The Software free of charge on up to three (3) servers, with limitations on the number of reports, users, workspaces, and generated PDF files.
  • Server License: This type of license requires the purchase of a separate license key for each server on which The Software is installed. Server Licenses are available in different tiers (e.g., Starter, Pro, Custom), with varying limits on reports, users, workspaces, and PDF file generation. Each Server License includes one year of support, covering bug fixes and access to new software versions. The support period may be extended through the purchase of a support extension.
• SaaS License: The Licensee may access and use The Software through a cloud-based subscription model. Different SaaS License tiers (e.g., Starter, Pro, Custom) impose various limits on reports, users, workspaces, and PDF file generation. No installation is required on the Licensee's hardware. However, the Licensee may optionally install the Data Agent software (available at no charge) to facilitate secure data flow between The Software and the Licensee's on-premise data sources (Data Agent Documentation). With an active SaaS subscription, the Licensee is entitled to use the latest, most stable version of The Software.
• Managed Services License: This license model permits the Licensee (such as a service provider or enterprise) to purchase licenses in bulk for hosting, managing, or maintaining The Software on behalf of multiple clients or sub-organizations. Under this license, the Licensee may operate The Software on a single infrastructure or system, with or without separate instances for each client. If any third party (including the Licensee's clients) accesses or uses The Software (directly or via API), a Managed Services License is required. The Licensee must ensure that each third-party user complies with the terms of this EULA. Any breach by a third party will be considered a breach by the Licensee. This license does not grant the right to sublicense The Software to third parties unless explicitly agreed upon in writing by the Licensor. Additionally, the Licensee is responsible for providing support and maintenance services for their clients, unless otherwise agreed upon with the Licensor.

2.2. Compliance and Auditing

Codaxy may audit the Licensee's use of The Software for compliance with this EULA at any time, upon reasonable notice. In the event that such an audit reveals any non-compliance, the Licensee shall reimburse Codaxy for all reasonable expenses related to such an audit, in addition to any other liabilities the Licensee may incur.

3. USE RESTRICTIONS

The License to The Software is non-transferable. This means the Licensee cannot sell, pledge, lease, rent, loan, or otherwise transfer or assign the License to any third party under any circumstances. In the event of a merger, acquisition, or restructuring involving the Licensee, the new legal entity must assume all obligations under this EULA and formally agree to its terms.

The Software is protected intellectual property of the Licensor. The Licensee is prohibited from copying, decompiling, reverse engineering, disassembling, attempting to derive the source code, modifying, or creating derivative works based on The Software or any Confidential Information provided by the Licensor in connection with this EULA. Any such unauthorized actions constitute a violation of the intellectual property rights of the Licensor.

The Licensee agrees not to use The Software to develop or assist in the development of any product that performs the same or similar primary functions as The Software. Furthermore, the Licensee may not operate or allow third parties to operate The Software in a service bureau, time-sharing, or any similar commercial arrangement for the benefit of third parties. Should the Licensee wish to provide such services, a Managed Services License is required, as defined in section 2.1. of this EULA.

Additionally, the Licensee is expressly prohibited from removing, altering, or obscuring any proprietary notices, including copyright or trademark notices, that are affixed to or embedded within The Software. Any attempt to remove or tamper with such notices is a breach of this EULA.

The Licensee must ensure that The Software, including any components such as CxReports, is not used in any way that violates local, state, national, or international laws or regulations. Any illegal or unlawful use of The Software is strictly forbidden and may result in the immediate termination of this License, without limiting the Licensor's right to pursue further legal remedies.

4. INTELLECTUAL PROPERTY RIGHTS

The Licensee acknowledges that (a) The Software and Documentation are proprietary to and constitute trade secret information of Licensor; (b) Licensor is the owner of The Software and all intellectual property rights vested in The Software, including but not limited to copyrights, trademark rights, and design rights therein; (c) title and ownership rights to The Software shall at all times remain with the Licensor.

This License does not grant permission to use the trade names, trademarks, service marks, or product names of The Licensor, except as required for reasonable and customary use in describing the origin of The Software.

Upon an infringement of Codaxy's intellectual property rights, Codaxy shall be entitled to terminate this EULA with immediate effect.

5. DATA OWNERSHIP AND SECURITY

5.1. Data Ownership

The Licensee retains full ownership of all Licensee Data processed through The Software. The Licensor does not claim ownership of Licensee Data.

5.2. Data Security

For Licensees using the SaaS Version of The Software, the Licensor will implement commercially reasonable measures to protect the confidentiality, integrity, and availability of Licensee Data. This includes encryption of data in transit and at rest, regular vulnerability assessments, and secure access controls. In the case of an on-premises installation, data security is fully under the responsibility of the Licensee.

5.3. Data Processing and Use

The Licensor may access and use Licensee Data only for the purposes of providing, maintaining, and improving The Software. The Licensor shall not disclose Licensee Data to third parties except as necessary to subcontractors bound by confidentiality agreements or as required by law.

5.4. Data Backup and Recovery

For Licensees using the SaaS Version of The Software, The Licensor will regularly back up Licensee Data in accordance with industry best practices. In the event of a data loss, the Licensor will restore Licensee Data to the most recent available backup. In the case of an on-premises installation, data backup and recovery are fully under the responsibility of the Licensee.

5.5. Data Breach Notification

In the event of a security breach resulting in unauthorized access, disclosure, or loss of Licensee Data, the Licensor will promptly notify the Licensee and take reasonable steps to mitigate the effects of the breach.

5.6. Data Portability and Deletion

Upon termination of the Licensee's SaaS subscription, the Licensee may request a copy of Licensee Data in an available format. The Licensor will provide this data within 30 days of the request. If no request is made within 60 days after termination, all Licensee Data will be permanently deleted from the Licensor's systems.

5.7. Compliance with Data Protection Laws

The Licensor agrees to process Licensee Data in compliance with applicable data protection laws, including the General Data Protection Regulation (GDPR). The Licensee shall ensure it has obtained the necessary consent from data subjects for processing.

5.8. Datacenter

The Licensor shall utilize data centers located in Europe and North America to host the SaaS Version of The Software and its associated services. The Licensor is committed to employing optimal data center facilities that prioritize reliability, security, and low latency.

6. CONFIDENTIALITY

Both Licensor and Licensee agree that, during and after the termination of this EULA, they shall not use or disclose to any third party any Confidential Information or trade secrets of the other party, except where such information is public knowledge or written consent has been provided by the disclosing party.

The confidentiality obligations in this section shall not apply to information that:

• Was already lawfully known to the receiving party at the time of disclosure, Becomes public knowledge through no breach of this EULA, or
• Is independently developed by the receiving party without the use of or reference to the disclosing party's Confidential Information.

7. THIRD-PARTY AND OPEN SOURCE SOFTWARE

The Software includes components licensed to Licensor by third parties, including open-source software. To the extent applicable, Licensor shall include a list of such components with The Software or in its accompanying documentation. Some components require that we provide them to you under the terms of their open-source licenses rather than the terms of this License; in those cases, the open-source license terms will apply to those components, and all rights granted to you by them will be preserved.

8. PUBLICITY

The Licensor may identify the Licensee as a customer in its promotional materials, including but not limited to websites, brochures, and presentations. If the Licensee prefers not to be mentioned, they may request the Licensor to cease such use by sending an email to support@cx-reports.com. Upon receiving this request, the Licensor will immediately remove the Licensee from any future promotional materials.

9. DISCLAIMER OF WARRANTY

The Software and any related documentation are provided "as is" without warranty of any kind, either express or implied, including, without limitation, the implied warranties or merchantability, fitness for a particular purpose. The entire risk arising out of the use or performance of The Software remains with the Licensee.

The Software delivered under this EULA is a standard product, and the Licensee is aware that no software product is faultless in all situations and combinations.

Licensee is solely responsible for determining the appropriateness of using The Software and assumes any risks associated with the exercise of permissions under this License.

Licensor shall not be liable for any defects, and this EULA includes neither warranty against defects, nor any warranty of fitness or suitability for a particular purpose.

10. LIMITATION OF LIABILITY

Under no circumstances, and regardless of legal theory (whether in tort, contract or otherwise), will the Licensor be liable to the Licensee for any damages, unless required by applicable law (such as for deliberate or grossly negligent acts) or agreed to in writing. This includes, but is not limited to, direct, indirect, special, incidental, or consequential damages, such as loss of goodwill, work stoppage, computer failure or malfunction, or any other commercial losses, arising from this License or the use or inability to use The Software.

Licensor shall not be liable for any damages arising from unauthorized access to Licensee Data due to the Licensee's failure to implement appropriate security measures (e.g., weak passwords or lack of access controls).

In no case shall Licensor's liability exceed the price paid by Licensee for the Software.

11. TERMINATION

This EULA begins upon the Licensee's acceptance and remains in effect until terminated by either party.

• For SaaS Licenses, termination occurs when the Licensee cancels their subscription, which can be done with 14 days prior notice.
• For On-Premise Licenses, the Licensee may terminate this EULA at any time by discontinuing the use of The Software and promptly destroying all copies, including any related documentation.

This License will automatically terminate if the Licensee fails to comply with the terms of this EULA.

Upon termination, the Licensee shall not be entitled to any refund of the license fee, except in cases where termination results from a breach of the Licensor's obligations. In such cases, the Licensee may be eligible for a partial refund proportional to the remaining unused portion of the license term, based on the severity and impact of the Licensor's breach.

In all cases of termination, the Licensee must immediately stop using The Software, destroy all copies of The Software and Documentation, and certify this destruction in writing to the Licensor.

12. GOVERNING LAW AND VENUE

This EULA shall be governed by the laws of Bosnia and Herzegovina, without regard to the conflict of law provisions thereof. Any disputes arising from or in connection with this EULA shall be resolved by the courts of Bosnia and Herzegovina, and the parties submit to the exclusive jurisdiction of such courts.

13. ASSIGNMENT OF RIGHTS AND OBLIGATIONS

The Licensor may assign its rights and obligations under this EULA, in full or in part, to any third party, provided that the Licensor gives the Licensee prior written notice of such an assignment. The Licensee may terminate this Agreement within 30 days of receiving such notice if they object to the assignment.

The Licensee is not entitled to lend, lease, sublicense, transfer, or otherwise assign its rights and obligations under this EULA without the prior written consent of the Licensor. Furthermore, any assignment may only be made to a party that agrees to be bound by the terms of this EULA.

If either party assigns its rights and obligations in violation of this section, the other party may terminate this Agreement with immediate effect, as described in clause 11.

14. MISCELLANEOUS

14.1. Entire Agreement

This EULA constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings with respect to such subject matter.

14.2. Amendment

Licensor reserves the right to modify the terms and conditions of this EULA at any time, with or without notice. Such modifications shall be binding upon acceptance by the Licensee's continued use of The Software.

14.3. Severability

If any provision of this EULA is found to be invalid or unenforceable, the remainder of this EULA shall continue in full force and effect.

14.4. Force Majeure

Neither party shall be held responsible for failure or delay in the performance of this EULA due to a force majeure event beyond its reasonable control, including but not limited to acts of God, war, riots, fire, flood, epidemic, quarantine restrictions, strikes, lockouts, and other industrial actions.

14.5. Reservation of Rights

All rights which are not expressly granted in this agreement are expressly reserved.