Terms and Conditions

Please read these license terms and conditions, the Privacy Policy available at www.atcpreparation.com ("Website"), and all other documents referred to herein (collectively, the "Terms") carefully before you start using the Software. When you start using the Software or sign (confirm) the License Form, you as a licensee ("Licensee") conclude a software license agreement with the Licensor ("Agreement"). If you do not agree to these Terms, you must not use the Software.

Licensee represents that it intends to use the Software as part of its business operations, and not as a consumer. The Software is not intended for consumer use.

1. DEFINITIONS

1.1. "Affiliate" of a person is any person that controls, is controlled by, or is under common control with, such person. The term "control" ("controlled by") means the power to direct or cause direction of management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.
1.2. "Consultation Services" means paid personalized guidance, advice, and support provided by the Licensor to the Licensee, specifically related to the preparation for Air Traffic Control exams. The Consultation Services also include Examination Services and/or Teaching Services that are offered by Licensor via Website.
1.3. "Chargeback" means contacting bank or credit / debit card provider and rejecting, cancelling, or contesting the charge of any amount payable in connection with use of the Software.
1.4. "Effective Date" is the effective date of the Agreement, which is the start date agreed in the License Form, provided that the Agreement will not become effective until the License Form is signed by the last party.
1.5. "Documentation" refers to all texts and materials available on the Website which describe the features of the Software, requirements for their use, integration, configuration, support, or maintenance.
1.6. "License Form" is the order form for the Software provided by the Licensor via Website.
1.7. "License Term" starts on the Effective Date and ends on the date set forth in the License Form. License Term is proportionally extended in the case of Subscription.
1.8. "Licensor" is the company ATC Preparation s.r.o., incorporated under the laws of the Czech Republic, ID number 226 31 518, with registered seat at Příčná 1892/4, Nové Město, 110 00 Praha 1, registered in the commercial register maintained by the Municipal Court in Prague under file number C 418702.
1.9. "Resultant Data" are data related to use of the Software by the Licensee, including statistical and performance information related to operation of the Software.
1.10. "Seat" is a single device with the supported operating system.
1.11. "Software" means the executable, object code version of the software identified in the License Form. Software is primarily, but not exclusively, intended for preparation for Air Traffic Control exams and/or Air Traffic Control simulation.
1.12. "Subscription" is the access to Software acquired by Licensee on repeating subscription's fees.
1.13. "Third-Party Materials" are materials, documents, data, products, services, or software that were not created by Licensor, including open-source software.
1.14. "Training Materials" means educational resources provided by the Licensor in electronic form to the Licensee via Website or in physical form provided to the Licensee via the courier or postal license holder (both based on previous payment), such as books, manuals, guidebooks, handbooks, and other learning materials.
1.15. "User Data" are data, instructions, materials, and other content that is provided by the Licensee, or that Licensor receives by or through the use of Software. User Data does not include Resultant Data.

2. LICENSE

2.1. License Grant. Subject to and conditioned on Licensee's payment of the license fees and compliance with all the terms and conditions of the Agreement, Licensor grants Licensee a non-exclusive, non-sublicensable, and non-transferable license during the License Term to:

use the Software solely for Licensee's internal purposes and solely on one Seat; and
use and make a reasonable number of copies of the Documentation solely for Licensee's internal own purposes in connection with Licensee's use of the Software.

3. LICENSE RESTRICTIONS

3.1. Restrictions. Licensee shall not use the Software or Documentation for any purposes beyond the scope of the license granted. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Licensee shall not at any time, directly or indirectly:

copy, modify, or create derivative works of the Software or the Documentation, in whole or in part;
rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or the Documentation;
reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part;
use any hardware or software that associate more devices to circumvent the quantitative restriction of the license for the agreed number of Seats (prohibition of multiplexing);
remove any proprietary notices from the Software or the Documentation; or
use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

3.2. Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee in the Agreement. Except for the limited rights and licenses expressly granted under the Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the Software.

3.3. Ownership. Licensee acknowledges that, as between Licensee and Licensor, Licensor owns all right, title, and interest, including all intellectual property rights, in and to the Software and Documentation and, with respect to Third-Party Products, the applicable third-party licensors own all right, title and interest, including all intellectual property rights, in and to the Third-Party Products.

3.4. Delivery and Installation. Licensor shall deliver the Software by making it available for download by the Licensee from atcpreparation.com. Licensee shall install the Software in accordance with the Documentation. The Software can be used by the Licensee after entering access data (login and password) that will be provided to Licensee via email.

3.5. Remote Deactivation. Upon expiry of the License term, and in the event of a substantial breach of the Agreement by the Licensee (for example in the case of use of the Software for more Seats than agreed), Licensor may perform remote deactivation of the Software. The Licensor shall immediately inform the Licensee about remote deactivation.

4. LICENSEE RESPONSIBILITIES AND OBLIGATIONS

4.1. General. Licensee is responsible and liable for all use of the Software and Documentation resulting from access provided by Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Licensee is responsible for all acts and omissions of any third person that use Software with knowledge of Licensee, and any act or omission by such third person that would constitute a breach of this Agreement if taken by Licensee will be deemed a breach of this Agreement by Licensee.

4.2. Corrective Action. If the Licensee becomes aware of any actual or threatened activity prohibited by the Agreement, it must immediately take all reasonable measures within their respective control that are necessary to stop the activity and to mitigate its effects (including by discontinuing and preventing any unauthorized access to the Software and erasing data to which any of them have gained unauthorized access) and notify Licensor of any such actual or threatened activity.

4.3. Licensee Responsibility. Licensee is solely responsible for:

meeting the requirements set out in the Documentation. If the Licensee does not meet the requirements, the Software may not function properly or at all.
legality of processing of User Data. In particular, the Licensee is responsible for ensuring that the Licensee is entitled to provide Licensor with all User Data and that Licensor's use and processing of User Data in accordance with the Agreement does not infringe any third-party rights.
use, security, and protection of access details from unauthorized use; and
all access to and use of the Software through Licensee's systems or the access details, including all results obtained from such access or use and all conclusions, decisions and actions based thereon.

4.4. Third-Party Products. Licensor may distribute Third-Party Products with the Software. Such Third-Party Products are subject to their own license terms which are available at www.atcpreparation.com/third-party. If Licensee does not agree to abide by the applicable terms, then Licensee should not install or use such Third- Party Products. Licensee acknowledges that such open source software is not licensed to Licensee pursuant to the provisions of this Agreement and that this Agreement may not be construed to grant any such right and/or license. Licensee shall have only such rights and/or licenses, if any, to use the open source software as set forth in the licenses referenced in the Documentation.

4.5. Hardware Requirements. The Software requires specific hardware components to function properly. The Licensee is responsible for ensuring that their system meets the minimum hardware requirements. The Software utilizes the Vulkan graphics API for rendering and requires:

a graphics card (GPU) that supports Vulkan API;
up-to-date graphics card drivers that include Vulkan support (e.g., on Windows systems, the vulkan-1.dll library must be available);
hardware compatibility with Vulkan 1.0 or later; and
graphics drivers that are compatible with the required Vulkan version and extensions.

If the Licensee's hardware or drivers do not meet these requirements, the Software may fail to initialize or function properly. Incompatibility issues may manifest as initialization failures, missing Vulkan libraries, incompatible drivers, unsupported hardware, or missing required Vulkan extensions. The Licensee acknowledges that failure to provide the necessary hardware components and compatible drivers may prevent the Software from operating, and such failure does not constitute a defect in the Software. If the Licensee experiences hardware compatibility issues, they should update their graphics card drivers to the latest version or contact [email protected] for assistance.

5. SUPPORT AND MAINTENANCE

5.1. Support Term. Licensor shall provide Licensee with the support and maintenance described herein. Unless the parties agree otherwise in the License Form, support and maintenance is provided only during the period of Subscription.

5.2. Support. Licensor shall answer questions by the Licensee regarding the installation, configuration and operation of the Software. Licensee may contact the Licensor on email [email protected] or via "Contact" form on the Website.

5.3. Maintenance. As part of maintenance, the Licensor shall provide periodic updates and upgrades to the Software in order to remedy Defects. Licensor may further, but it not obliged to, provide updates and upgrades to improve the functionality of the Software in accordance with the general advancement of information technology. The update or upgrade is provided when Licensor makes available the installation files to the Licensee and/or allows the Licensee to download it from the atcpreparation.com or otherwise. Maintenance does not include the implementation, installation, neither a setting up of Licensee's operating environment.

5.4. Support Fees. Provision of support or maintenance above the extent or limitations provided herein may be subjected to payment of additional support or maintenance fees to the Licensor. Licensor may refuse to provide such additional support.

6. FEES AND PAYMENT

6.1. Fees. Licensee shall pay the fees in accordance with the License Form and currently effective price list immediately after the order has been submitted. Licensor may change the price list, institute new fees, or increase the fees for next renewal term by providing written notice to the Licensee prior to the commencement of such term. The obligation to pay the fees is not tied to the actual use of the Software. In the event that the Licensee does not use the Software, this shall not affect Licensor's right to payment of the fees in full. Unless expressly set forth herein, all fees are non-cancelable and non-refundable.

6.2. Subscription. Software may also be offered on a Subscription basis. Subscription fees are based on periods determined solely by Licensor that begin on the Subscription start date (the day when the Subscription fee is paid) and each periods anniversary of the start date. Subscriptions are sold in tiers set forth in the License Form and other factors according to the price list. Unless agreed differently between the parties the subscription fee is paid solely for one Seat.

6.3. VAT. Except as otherwise expressly provided, the fees are always including VAT. Licensee undertakes to pay the amount including VAT charged in accordance with the relevant legislation.

6.4. Other Taxes. All fees and other amounts payable by the Licensee also include other taxes and/or similar assessments (if Licensor is obliged to pay such other taxes and/or similar assessments according to Czech law). Without limiting the foregoing, the Licensee (if being taxpayer) is responsible for sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by the Licensee hereunder.

6.5. Payment. Licensee shall make all payments via Stripe payment gateway and/or PayPal. Licensee hereby agrees to the terms and conditions related to his payment, i.e.: terms and conditions of Stripe services available at https://stripe.com and terms and conditions of PayPal services available at https://paypal.com. Payment instructions will be displayed to the Licensee in immediately after the order is submitted. Licensor will issue and send the invoice to the Licensee after the order confirmation. In case of Subscription term renewal and payment for excessive use, the fees will be charged automatically to the last payment method selected by the Licensee.

6.6. Late Payment. If Licensee fails to make any payment when due, then in addition to other remedies:

Licensor may charge interest on the past due amount at the rate of 0.1% per each commenced day of delay or, if lower, the highest rate permitted under applicable law, and
Licensee shall reimburse Licensor for all costs incurred in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees.

6.7. Chargeback. Licensor reserves the right to immediately suspend access to the Software, without prior notice, in the event it receives notice of a Chargeback. Chargeback will be considered a breach of payment obligations under the Agreement. Licensor reserves the right to dispute any Chargeback received and to take reasonable steps to restrict Licensee's future access to the Software if it believes that Licensee has maliciously requested a Chargeback.

6.8. Obvious Pricing Errors. Fees and prices stated on the Website are generally binding, except in the case of an obvious error. An obvious error means, in particular but not exclusively:

A price that is significantly lower than the usual market price for the product (Software, Training Material and/or Consultation Services) and could reasonably be recognized as incorrect
A price displayed due to a technical or system error (for example, an incorrect currency conversion of 1:1),
A price that is zero or purely symbolic for a product that is normally not provided free of charge.

In the event of such an obvious error the Agreement is not concluded. The Licensor is entitled to cancel any affected orders and/or License Form.

7. ADDITIONAL SERVICES AND TRAINING MATERIALS

7.1. Availability of Additional Services. In addition to the providing of the Software, the Licensee may also purchase from the Website Consultation Services and Training Materials (in electronic form). These services and Training Materials are offered separately from the Software and can be purchased regardless of subscription of the Software. The provisions of these Terms shall apply mutatis mutandis to Consultation Services and Training Materials, where possible (i.e. in particular, but not exclusively, in the sections concerning payment, license restrictions and limited warranties).

7.2. Consultation Services. The Licensor offers consultation services to the Licensee, which may include personalized guidance, troubleshooting, and strategic advice related to the preparation for "Air Traffic Control" exams. The Licensee agrees that the consultation fees must be paid in advance before the services are rendered. Consultation services are available upon request, and the specific terms, including pricing and the scope of the consultation, will be outlined in a separate order at the time of booking via Website.

7.3. Reservation of the Current State. The Licensee acknowledges that the Consultation Services are exclusively related to the state of the exams that is current at the time the Consultation Services are provided. The Licensor does not provide any subsequent updates to the Consultation Services.

7.4. Training Materials. The Licensee may also purchase Training materials such as books, manuals, guidebooks, handbooks, or any other learning resources through the Website. Training Materials may be used separately for training and educational purposes. Training Materials are not intended to complement the Software. Training Materials are primarily in electronic format. Fees for Training Materials must be paid in advance, and purchased Training Materials are provided to Licensee via email specified by Licensee when ordering and/or via Website.

7.5. Training Materials in physical form. The Licensee may also purchase Training materials such as books, manuals, guidebooks, handbooks, or any other learning resources in physical form (printed version). Training Materials in physical form shall be sent to the address provided by the Licensee after whole payment (including fees for shipping). Delivery time depends on the courier or postal license holder. The Licensor shall have no responsibility for late delivery or non-delivery of Training Materials in physical form if the Licensor provably handed over the Training Materials in physical form to the courier or postal license holder. Training Materials in physical form may be used separately for training and educational purposes. Training Materials in physical form are not intended to complement the Software.

7.6. No Updates Included. The original fees for Training Materials do not include any updates, modifications and/or new editions. Any future updates or new editions of Training Materials will be subject to separate fees.

7.7. Payment Terms. The payment for consultation services and/or Training Materials must be made in advance. Article 6 of these Terms shall apply mutatis mutandis.

8. CONSUMER PROTECTION PROVISIONS

8.1. Consumer. In the event that the Licensee qualifies as a consumer under applicable law (i.e. a natural person who concludes Agreement solely for purposes outside of its trade, business, or professional activity), the following provisions of this article shall apply. In the case of collision with any other provisions of Terms, the provisions of this article shall prevail.

8.2. Right to Withdraw. Licensee shall have the right to withdraw from Agreement without providing any reason within a period of 14 days from the Effective Date. To exercise the right of withdrawal, the Licensee must inform the Licensor of his decision to withdraw from this Agreement by a clear statement (e.g. a letter sent by mail or email or via available via Website) to the Licensor's contact details available on Website.

8.3. Consequences of Withdrawal. If the Licensee withdraws from Agreement in accordance with this section, the Licensor will refund all payments received from the Licensee without undue delay and in any case no later than 14 days from the day on which the Licensor is informed of the Licensee's decision to withdraw from Agreement. Furthermore, the Licensor invalidates the access data (if previously provided to Licensee).

8.4. Exception to the Right of Withdrawal. The Licensee's right of withdrawal shall not apply to following cases:

Software was already downloaded by Licensee and Licensee used entering access data (login and password),
Licensee already started to use Consultation Services (regardless of whether these services were finished or not),
Licensor already provided Licensee the Training Materials.

8.5. Cancellation fee. The Licensee is obligated to pay a cancellation fee in the event of cancellation of Consultation Services (withdrawal from the Agreement) less than 14 days prior to the scheduled (booked) date of consultation. The cancelation fees are as follows:

25% of the price (fee) if cancellation occurs 14 calendar days before the scheduled (booked) date,
28% of the price (fee) if cancellation occurs 13 calendar days before the scheduled (booked) date,
31% of the price (fee) if cancellation occurs 12 calendar days before the scheduled (booked) date,
34% of the price (fee) if cancellation occurs 11 calendar days before the scheduled (booked) date,
37% of the price (fee) if cancellation occurs 10 calendar days before the scheduled (booked) date,
40% of the price (fee) if cancellation occurs 9 calendar days before the scheduled (booked) date,
45% of the price (fee) if cancellation occurs 8 calendar days before the scheduled (booked) date,
50% of the price (fee) if cancellation occurs 7 calendar days before the scheduled (booked) date,
60% of the price (fee) if cancellation occurs 6 calendar days before the scheduled (booked) date,
70% of the price (fee) if cancellation occurs 5 calendar days before the scheduled (booked) date,
80% of the price (fee) if cancellation occurs 4 calendar days before the scheduled (booked) date,
85% of the price (fee) if cancellation occurs 3 calendar days before the scheduled (booked) date,
90% of the price (fee) if cancellation occurs 2 calendar days before the scheduled (booked) date,
95% of the price (fee) if cancellation occurs 1 calendar day before the scheduled (booked) date,
100% of the price (fee) if cancellation occurs within 24 hours before the scheduled (booked) date.

The Cancelation Fee may be offset by the Licensor. The cancellation fee also applies in cases if Consultations Services are purchased as a package with Software and/or Training Materials.

8.6. Characteristics of digital content. The Licensor is obliged to provide digital content (i.e. the Software and/or of Training Material) free of defects, i.e., in simple terms, it must be functional. In particular, the Licensor is responsible for ensuring that the digital content:

corresponds to the agreed description and scope, as well as quality, functionality, compatibility, interoperability, and other agreed characteristics,
is suitable for the purpose for which is required,
is provided with the agreed accessories and instructions for use, including installation instructions, and with user support, if such instructions and accessories are necessary for the use of the digital content,
is suitable for the purpose for which digital content of this type is normally used, taking into account the rights of third parties, legal regulations, technical standards or codes of conduct in the sector concerned, unless technical standards do not exist,
its scope, quality and other performance parameters, including functionality, compatibility, accessibility, continuity and security, correspond to the usual characteristics of digital content of the same type that the Licensee can reasonably expect.

8.7. Rights arising from defects. In the case that the digital content (i.e. the Software and/or of Training Material) is defective, the Licensee has rights arising from defective performance according to applicable law. The Licensee therefore has the following rights in particular:

repair of the defect within a reasonable time, unless this is impossible or disproportionately costly; this shall be assessed in particular with regard to the significance of the defect and the value that the digital content would have without the defect,
a reasonable discount or withdrawal from the Agreement if the defect has not been remedied or it is clear that the defect will not be remedied within a reasonable time or without significant inconvenience to the Licensee, if the defect has reappeared after removal, or if the defect constitutes a fundamental breach of contract. However, withdrawal is not possible if the defect is insignificant. In the event of withdrawal, the Licensor has the right to make the digital content unavailable to the Licensee.

This provision (as well as the related provisions) concerning the rights arising from defects are not applied for Consultation Services.

8.8. Exclusion of defects. Short-term inaccessibility of digital content due to maintenance work on the Website and/or Software does not constitute a defect. Nor does it constitute a defect if the Licensee uses the digital content in an unsuitable digital environment or if the Licensee fails to provide the necessary hardware or software for using the Software.

8.9. Refund. The Licensor shall refund the amount of money that owes the Licensee due to defective performance at own expense without undue delay, but no later than fourteen days from the date on which the Licensee exercised the right arising from defective performance (provided that the right is legitimate). The Licensor shall use the same method of payment that the Licensee used to pay for the digital content, unless both parties expressly agree to a different method.

8.10. Warranty Rights. The Licensee can report a defect to the Licensor that appears or occurs in digital content during the term of the Agreement. In the case of the Training Material, the Licensee can complain about a defect that appears in the digital content within two years of it being made available. If a defect appears in a Training Material within one year of it being made available, the digital content is considered to have been defective at the time it was made available. Warranty Rights are not applied for Consultation Services.

8.11. Exercise of Rights arising from defects. The Licensee is obliged to exercise the rights arising from defective performance directly with the Licensor in any provable manner, but it is best to contact the Licensor via email address and/or form available on Website. The Licensor shall confirm receipt of the complaint to the Licensee email address (stated in the complaint) within five calendar days of receipt, stating when it was received and the expected time required to resolve the complaint. The Licensor shall handle the complaint without undue delay, but no later than 30 days after receiving it, including sending information about the resolution. The deadline can be extended by mutual agreement. If the deadline passes without resolution, the Licensee is entitled to withdraw from the Agreement or request a reasonable discount.

8.12. Automatic Renewals. If the Software is provided on a Subscription basis, the subscription shall be automatically renewed after the end of ordered/purchased period of Subscription. The Licensee will be informed about automatic renewal of the subscription, including the renewal fees, when making order (License Form). The Licensee may cancel the subscription prior to the renewal date without penalty.

8.13. Alternative Dispute Resolution. In the event of any disputes between the Licensor and the Licensee arising from or related to Agreement, the Licensee may refer the matter to an alternative dispute procedure. The Licensor acknowledges the Licensee's right to file complaints with consumer protection authority for Czech Republic, i.e. Czech Trade Inspection Authority. The form for complaint is available here:https://coi.gov.cz/mimosoudni-reseni-spotrebitelskych-sporu-adr/

8.14. Right to Amend Consumer Protection Terms. The Licensor reserves the right to amend the consumer protection terms and conditions to comply with changing legislation or to improve consumer protection. The Licensor shall inform the Licensee of any amendments, and the Licensee may terminate the Agreement if the amendments are not acceptable.

9. CONFIDENTIALITY

9.1. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information. Confidential information of the Licensor includes the executable files and other codes to the Software any any non-public documentation provided by the Licensor. Confidential information does not include information that, at the time of disclosure is:

in the public domain;
known to the receiving Party at the time of disclosure;
rightfully obtained by the receiving Party on a non-confidential basis from a third party; or
independently developed by the receiving Party.

9.2. Obligation of Confidentiality. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose confidential Information to the limited extent required in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure shall first give a written notice to the other Party.

9.3. Termination. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies of the disclosing Party's confidential information, or destroy all such copies and certify in writing to the disclosing Party that such confidential information has been destroyed. Each Party's obligations of non-disclosure with regard to confidential information will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any confidential information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such confidential information remains subject to trade secret protection under applicable law.

10. LIMITED WARRANTIES AND WARRANTY DISCLAIMER

10.1. Limited Warranty. Licensor warrants that during the License Term, the Software will perform materially as described in the Documentation. THE FOREGOING WARRANTIES DO NOT APPLY, AND LICENSOR STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

10.2. Breach. The limited warranty does not apply and become null and void if Licensee breaches any provision of this Agreement, or if Licensee or any person provided access to the Software by Licensee whether or not in violation of this Agreement installs or uses the Software on or in connection with any hardware or software not specified in the Documentation, modifies the Software; or uses any other version of the Software than the latest version of the Software provided by the Licensor.

10.3. Remedies. If, during the period specified in Section 10.1 the Software fails to comply with the warranty and such failure is not excluded from warranty ("Defect"), then Licensor shall, subject to Licensee's promptly notifying Licensor in writing of such failure, at its sole option, either:

repair or replace the Software by provision of maintenance update or upgrade, provided that Licensee provides Licensor with all information Licensor requests to resolve the reported failure, including sufficient information to enable the Licensor to recreate such failure; or
refund the pro-rata portion of the fees paid in advance for use of the Software during the unused part of the License Term, subject to Licensee's ceasing all use of and, if requested by Licensor, returning to Licensor all copies of the Software.

10.4. Sole Remedy. The remedies set forth in the Section 10.3 are Licensee's sole remedies and Licensor's sole liability under the limited warranty.

10.5. Disclaimer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 10.1, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

11. LIMITATION OF LIABILITY

11.1. Limitations of Liability. IN NO EVENT WILL LICENSOR BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL LICENSOR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO LICENSOR UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. TERM AND TERMINATION

12.1. Term. Initial Subscription term commences on the Subscription start date of order and unless terminated earlier pursuant the Agreement's express provisions, will continue for the agreed Subscription term. Subscription term will automatically renew for additional successive Subscription term of the same length as the previous one unless earlier terminated pursuant to the Agreement's express provisions or either party gives the other party written notice of non-renewal at least on the last day of the then-current term. Each renewal term is subject to payment of relevant fees

12.2. Termination. In addition to any other express termination right set forth in the Agreement:

either party may terminate the Agreement effective on written notice to the other one, if the other one materially breaches the Agreement and such breach is incapable of cure, or remains uncured 10 days after the non-breaching party provides the breaching party with written notice of such breach,
Licensor may terminate the Agreement, effective on written notice, if the Licensee: (i) fails to pay any amount when due hereunder, (ii) breaches any obligations or restrictions under Sections 3 or 4, (iii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors; or applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

12.3. Effect. Upon expiration or termination of the Agreement, except as expressly otherwise provided herein:

rights and licenses granted by Licensor to the Licensee hereunder will immediately terminate,
Licensor may destroy and permanently erase all User Data, provided that, for clarity, this obligation does not apply to any Resultant Data,
Licensee shall immediately cease all use of the Software,
all fees that would have become payable had the Agreement remained in effect until expiration of the current Subscription term will become immediately due and payable, and Licensee shall pay such fees, together with all previously accrued but not yet paid fees. If Licensor is unable to charge them automatically to the payment method Licensee last selected, Licensee will pay the amount on receipt of Licensor's invoice therefor.

12.4. Surviving Terms. The rights and obligation of the parties in the Agreement that, by their nature, should survive termination or expiration of this Agreement, will survive any expiration or termination.

13. FINAL PROVISIONS

13.1. Notices. The requirement of written form is met if the electronic text with a simple electronic signature is delivered to the e-mail address of the other Party, or by other electronic means agreed by the parties.

13.2. Entire Agreement. Agreement constitutes parties sole and entire agreement with respect to its subject matter and supersedes all prior and contemporaneous agreements, with respect to such subject matter.

13.3. Assignment. Licensor may assign the Agreement as a whole without Licensee's prior written consent to any Licensor Affiliate, provided that such assignment does not diminish Licensee's rights under this Agreement. Licensor shall notify Licensee of such assignment in writing.

13.4. Force Majeure. In no event will either party be liable for any failure or delay in performance of the Agreement (except for obligations to make payments) to the extent such failure or delay is caused by any circumstances beyond its reasonable control, including acts of God, flood, fire, earthquake, war, terrorism, cyber-attack (including DDoS), invasion, embargoes, strikes, passage of law, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Licensor may terminate the Agreement if a force majeure event continues for a period of 30 days or more.

13.5. Amendment. Licensor may revise and update the Terms from time to time in its sole discretion. All changes are effective on the indicated date and apply to all access to and use of the Software thereafter. Changes in the terms of service will be notified to the Licensee by email or by an announcement in the Software (after login of the Licensee). If the Licensee does not agree to a change, the Licensee may terminate the Agreement effective on 15 days' notice, which shall commence on the first day of the calendar month following the delivery of the written notice, provided that the notice must be delivered to the Licensor prior to the effective date of the change. In the event of notice under this section, then current Terms shall apply for the duration of the notice period. Continued use of the Software following the date of effectiveness of the change means that the Licensee accepts and agrees to the changes. Licensee is expected to check the Terms from time to time so it is aware of any changes, as they are binding on the Licensee.

13.6. Severability. If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, we shall negotiate in good faith to modify the Agreement so as to effect the original intent to the greatest extent possible.

13.7. Governing Law; Submission to Jurisdiction. Agreement is governed by and construed in accordance with the internal laws of Czech Republic without giving effect to any choice or conflict of law provision. Any legal suit, action, or proceeding arising out of or related to the Agreement will be instituted exclusively in the courts of the Czech Republic (based on the seat of Licensor), and each of us irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.