End User License Agreement (EULA)
for greenpass Editor – Material Database
Preamble
This End User License Agreement (“EULA”) is a binding legal contract between you, whether acting as an individual or on behalf of an entity (“You”), and Greenpass GmbH (“Greenpass”), regarding your use of database content supplied by Greenpass. This content, known as the (“Database Content”), is distributed in two stages: initially, as minimal database content alongside the Greenpass editor software, followed by access to the full database content after the initial setup. By engaging with the Database Content through installation, copying, or any other method, you acknowledge your comprehensive understanding of this EULA and consent to be bound by its terms and conditions.
I. Grant of License
§I.1 Scope and Usage. Greenpass grants you a non-exclusive, non-transferable right to engage with the Database Content exclusively within the framework provided by the Greenpass editor software. This grant includes access to both the preliminary minimal database content and the subsequently provided full database content, designed to facilitate your personal or business operations internally, strictly adhering to the stipulations outlined in this EULA.
§I.2 Operational Boundaries. The license awarded hereunder is intended to support a wide array of personal and internal business activities, ranging from data analysis, project planning, and development tasks that leverage the unique capabilities of the Greenpass editor software. The use of Database Content under this license is expected to align with ethical practices, industry standards, and operational integrity, ensuring that all interactions with the Database Content promote sustainability, compliance, and respect for intellectual property.
§I.3 Updates and Maintenance. Greenpass may provide updates or enhancements to the Database Content at its discretion, aimed at improving functionality, security, and user experience. By continuing to access or use the Database Content after such updates are made available, you acknowledge and agree to the updated terms and conditions of this EULA. It is important to review the EULA regularly to understand the current terms, as your continued use signifies acceptance of these terms as modified by any updates. Greenpass encourages users to stay informed about changes to ensure compliance and to maximize the benefits of the Database Content.
§I.4 Copy and Distribute. You agree not to use, reproduce, distribute, or display the Database Content in any manner not expressly authorized by this EULA. You shall not make the Database Content available on a network where it could be used by multiple devices at the same time. You commit to ensuring that the use of the Database Content complies with all relevant laws and regulations and does not infringe upon the rights of Greenpass or any third party. Unauthorized copying, distribution, modification, or creation of derivative works from the Database Content is expressly forbidden and may result in the termination of this EULA and legal action. You are permitted to make copies of the Database Content solely for backup or archival purposes, ensuring such copies are not redistributed and are utilized in compliance with all applicable laws and regulations.
II. Description of Other Rights and Limitations
§II.1 Modification and Customization. Modification, adaptation, or translation of the Database Content is restricted, except as necessary for legitimate use in conjunction with the Greenpass editor software. Any alterations must maintain the integrity of the Database Content and adhere to the guidelines set forth by Greenpass, ensuring that all modifications serve to enhance or personalize the utility of the Database Content without compromising its original functionality or purpose.
§II.2 Distribution and Sharing. The Database Content is provided to you as a single, indivisible product, and its components cannot be separated for use across multiple devices or shared amongst multiple users beyond what is explicitly permitted by this EULA. This limitation is crucial for maintaining the security and proprietary nature of the Database Content, ensuring that its value and integrity are not diluted or compromised through unauthorized distribution or use.
§II.3 Prohibited use. Engaging in activities such as renting, leasing, lending, selling, redistributing, or sublicensing the Database Content without explicit authorization from Greenpass is strictly prohibited. Additionally, using the Database Content for public displays, performances, or distributions that imply or direct toward revenue generation without prior approval from Greenpass is forbidden. These restrictions are in place to protect the commercial interests of Greenpass and its stakeholders, ensuring that the Database Content remains a valuable and exclusive asset for authorized users.
§II.4 Audit Rights. Greenpass emphasizes its commitment to ensuring compliance with the terms of this EULA through the reserved right to conduct audits of your usage of the Database Content. These audits, aimed at verifying adherence to the agreed terms, will be executed with sufficient notice to you and are designed to minimize disruption to your daily operations. Greenpass’ approach to these audits is guided by the principles of fairness and minimal intrusion, ensuring that while the integrity of the EULA is maintained, your business activities are not unduly impacted.
§II.5 Legal and Regulatory Compliance. You are obliged to ensure that all use of the Database Content complies with applicable laws, regulations, and the terms of this EULA. Non-compliance may lead to immediate termination of this EULA, necessitating the cessation of all Database Content use and the destruction of all copies in your possession. Greenpass reserves the right to alter or discontinue the Database Content at any time, without notice, underscoring the importance of adherence to the evolving legal and operational landscape.
III. Intellectual Property Rights
§III.1 Ownership and Protection. The Database Content, encapsulated within this EULA, remains the proprietary material of Greenpass, safeguarded by intellectual property laws and international treaties. The utilization of SQLite software for database management, being in the public domain, is exempt from these claims, with Greenpass making no assertions over the SQLite software itself.
§III.2 Submitted Architectural Works. Notwithstanding any other provision in this EULA, Greenpass acknowledges that any aesthetic achievements, designs, or architectural works created by architects and submitted to Greenpass through the Desktop Tool remain the intellectual property of the respective architects. Such submissions do not grant Greenpass ownership over these works. Greenpass is granted a non-exclusive, revocable license to use these submissions solely for the purpose of performing analyses and evaluations as agreed upon. Both parties commit to respect and protect the intellectual property rights of all involved entities.
§III.3 Acknowledgment. By accepting this EULA, you acknowledge that all intellectual property rights in the Database Content are owned by Greenpass or its licensors. The rights granted to you under this EULA are specifically for personal or internal business use, with any unauthorized use, including but not limited to modification, distribution, or reproduction without Greenpass’ prior written consent, being strictly prohibited. You commit to taking all necessary precautions to protect the intellectual property rights of Greenpass, preventing any unauthorized use, copying, or distribution of the Database Content.
IV. Termination
§IV.1 This EULA remains in effect until terminated by either party. Greenpass reserves the unilateral right to terminate this agreement should you fail to comply with any of its terms. Upon termination, you are required to immediately cease all use of the Database Content and ensure the destruction of all copies, whether complete or partial, within your possession or control, highlighting the importance of compliance and the potential consequences of failing to adhere to the terms of this EULA.
V. Non-Disclosure and Confidentiality
§V.1 Confidentiality. You agree to treat all Database Content with the highest level of confidentiality, refraining from disclosing any information to third parties without explicit written consent from Greenpass. This includes, but is not limited to, technical, operational, and commercial insights derived from the use of the Database Content. Additionally, you are expected to implement robust security measures to prevent unauthorized access or use of the Database Content, with this obligation surviving the termination of the EULA, ensuring long-term protection of proprietary information.
§V.2 Privacy Policy and Data Protection. Your interaction with the Database Content is governed by Greenpass’s Privacy Policy, which outlines our data collection, usage, and protection strategies. By accepting this EULA, you’re not only consenting to these data practices but also ensuring you’re informed about your rights and our obligations regarding your data. The Privacy Policy is designed to be transparent about how we handle your personal and non-personal information, emphasizing our commitment to data security and user privacy.
VI. No Warranties
§VI.1 Greenpass provides the Database Content “as is,” without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The absence of warranties underscores the necessity for you to undertake due diligence in assessing the suitability of the Database Content for your specific needs and purposes, acknowledging the inherent risks associated with its use.
VII. Limitation of Liability
§VII.1 Liability. In no event will Greenpass be liable for any indirect, special, incidental, consequential, or punitive damages arising from or related to your use or inability to use the Database Content, including, but not limited to, claims for lost profits, data loss, or business interruption, even if Greenpass has been advised of the possibility of such damages.
§VII.2 Indemnification. You agree to indemnify, defend, and hold harmless Greenpass, its officers, directors, and employees, from and against all losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from any violation of this EULA or any activity related to the use of the Database Content (including negligent or wrongful conduct) by you or any person accessing the Database Content through you, except in the in the case of negligence in the part of Greenpass. Greenpass shall not be liable for any indirect, special, incidental, consequential, or exemplary damages arising from your use of or inability to use the Database Content, even if Greenpass has been advised of the possibility of such damages.
VIII. Final Provisions
§VIII.1 Governing Law and Dispute Resolution. This EULA is subject to the legal framework and jurisdiction of Austria, applying its laws to govern the agreement while expressly excluding any conflict of laws principles that might direct the application of laws from another jurisdiction. Should any disputes or disagreements arise under the terms of this EULA, such matters will be brought before and resolved in the courts located within Austria.
§VIII.2 Severability and Waiver. In the event a specific clause of this EULA is deemed unenforceable by a court or regulatory authority, efforts will be made to amend that clause only to the degree necessary to ensure its enforceability under the law, preserving the original intent as closely as possible. This modification will not affect the validity and enforceability of the rest of the EULA, which will remain in full force and effect. Additionally, should either party choose to overlook a breach of any provision, this leniency will not imply a waiver of the right to enforce such provision or any other provision in the case of future breaches.
§VIII.3 Entire Agreement. This EULA represents the complete and exclusive agreement between you and Greenpass concerning your use of the Database Content, effectively nullifying all prior agreements, negotiations, and discussions, regardless of whether they were conducted in writing or verbally. It consolidates all terms related to the Database Content into a single, comprehensive document, ensuring there are no discrepancies or conflicts with any previous communications or agreements on this subject matter.
IX. Acknowledgment
§IX.1 You acknowledge that you have read this EULA, understand it, and agree to be bound by its terms and conditions. You also agree that this EULA is the complete and exclusive statement of agreement between you and Greenpass and supersedes all proposals or prior agreements, oral or written, and any other communications between you and Greenpass relating to the Database Content.
§IX.2 All notices or communications regarding this EULA should be directed to Greenpass at legal@greenpass.io. Greenpass commits to responding to all inquiries and notices in a timely and professional manner.
