Velotic Software License Agreement

1. Definitions

• 1.1. "Software" means the Velotic application, including all its components: executable files (binaries), object code, user interface, graphical assets, documentation, and any updates, upgrades, or supplements provided by the Licensor.
• 1.2. "Licensor" means Velotic Developer, the sole owner of all intellectual property rights in and to the Software.
• 1.3. "You" / "User" means the individual person or single legal entity that has acquired a license to the Software and is accepting the terms of this Agreement.
• 1.4. "Device" means a single physical or virtual computer system running a compatible version of the Microsoft Windows operating system, as specified in the Software's documentation.
• 1.5. "License Key" means the unique alphanumeric code provided to You by the Licensor or its authorized resellers upon purchase, which is required to activate and use the Software.
• 1.6. "License Term" means the duration for which the license is valid. For "Perpetual" or "Lifetime" licenses, the term is indefinite unless terminated in accordance with this Agreement. For subscription-based licenses (e.g., "Monthly," "Yearly"), the term is the period for which subscription fees have been duly paid.

2. Grant of License

• 2.1. Scope of License: The Software is licensed, not sold. This Agreement grants You a limited right to use the Software. The Licensor reserves all rights not expressly granted to You in this Agreement.
• 2.2. Installation and Use Rights: Subject to Your compliance with the terms of this Agreement, the Licensor grants You a limited, non-exclusive, non-transferable, and revocable license to install and use one (1) copy of the Software on a single Device owned or controlled by You. A license for the Software may not be shared or used concurrently on different Devices.
• 2.3. Commercial Use: You may use the Software for both personal, non-commercial purposes and for internal commercial purposes within Your organization, provided that You adhere strictly to all terms of this Agreement, including the single-Device limitation per license.
• 2.4. License Duration:
  • (a) Perpetual License: If You have acquired a "Lifetime" or "Basic" license, Your right to use the version of the Software available at the time of purchase is perpetual, subject to the termination provisions of this Agreement.
  • (b) Subscription-Based License: If You have acquired a "Pro" or other subscription-based license, You may use the Software only for the duration of the active and fully paid subscription period. Upon the expiration, cancellation, or non-renewal of Your subscription, Your right to use the Software shall cease, and the Software may become non-functional.

3. License Restrictions and Prohibited Uses

You may not, and you agree not to permit others to:

• 3.1. Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying ideas, or algorithms of the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
• 3.2. Modify, adapt, translate, or create derivative works based on the Software or any part thereof.
• 3.3. Sell, rent, lease, sublicense, assign, distribute, publish, transfer, or otherwise make the Software or Your License Key available to any third party.
• 3.4. Work around, bypass, or circumvent any technical protection measures, activation systems, or license validation mechanisms in the Software.
• 3.5. Use the Software for any purpose that is illegal, malicious, fraudulent, or in violation of any applicable local, national, or international laws or regulations.
• 3.6. Use the Software to conduct competitive analysis, to develop a competing product or service, or to engage in any activity that is detrimental to the Licensor.
• 3.7. Embed, integrate, or use the Software or any of its components as part of another application, service, or product without the express prior written consent of the Licensor. You may only extend or integrate the Software through officially supported features, if any.
• 3.8. Remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on or in the Software.

4. Intellectual Property and Ownership

All rights, title, and interest in and to the Software, including but not limited to all copyrights, trademarks, service marks, trade secrets, patents, and other intellectual property rights, are and shall remain the exclusive property of the Licensor. This Agreement does not grant You any ownership rights to the Software but only a limited license to use it in accordance with its terms. The structure, organization, and code of the Software are the valuable trade secrets and confidential information of the Licensor. All trademarks associated with Velotic are protected under intellectual property law, and this Agreement does not grant You any rights to use the "Velotic" name, logo, or related marks without the Licensor's prior written permission.

5. Activation, Updates, and License Verification

• 5.1. Activation: The Software requires activation with a valid License Key to function. Activation must be performed while the Device is connected to the internet. The License Key will be delivered to the email address provided during purchase.
• 5.2. License Verification: You acknowledge and agree that the Software may periodically connect to the Licensor's servers to verify the validity of the license, prevent unauthorized use, and ensure compliance with this Agreement. This process may transmit certain data as described in the Privacy Policy.
• 5.3. Updates: The Licensor may, from time to time, provide updates, patches, bug fixes, or new versions of the Software. Users with a valid license (either a Perpetual license or an active Subscription license) are entitled to receive these updates free of charge for the duration of their License Term. The Licensor is not obligated to provide any updates but may do so at its sole discretion. You agree to receive such automatic updates without any additional notice.
• 5.4. Right to Revoke: The Licensor expressly reserves the right to modify, suspend, or revoke Your license without notice or refund in the event of a material breach of this Agreement, or if the Licensor has reasonable grounds to suspect fraudulent, abusive, or illegal activity in connection with Your use of the Software.

6. Disclaimer of Warranty

7. Limitation of Liability

• 7.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• 7.2. THE LICENSOR'S LIABILITY FOR DAMAGES ARISING FROM SLIGHT OR MEDIUM NEGLIGENCE IS HEREBY EXCLUDED. THIS LIMITATION SHALL NOT APPLY TO DAMAGES ARISING FROM UNLAWFUL INTENT OR GROSS NEGLIGENCE ON THE PART OF THE LICENSOR, NOR TO LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY THE LICENSOR.
• 7.3. IN NO EVENT SHALL THE LICENSOR'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU FOR THE SOFTWARE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. Termination

• 8.1. Termination for Breach: This Agreement shall terminate automatically, without the need for notice from the Licensor, if You fail to comply with any of its terms and conditions.
• 8.2. Effect of Termination: Upon termination of this Agreement for any reason, all rights and licenses granted to You hereunder shall immediately cease. You must immediately stop all use of the Software and uninstall and permanently delete all copies of the Software from Your Device(s).
• 8.3. Survival: The provisions of Sections 3 (License Restrictions), 4 (Intellectual Property), 6 (Disclaimer of Warranty), 7 (Limitation of Liability), 10 (Governing Law and Jurisdiction), and 11 (General Provisions) shall survive the termination of this Agreement.

9. Data Privacy

The Licensor's collection and use of data in connection with the Software is governed by the Velotic Privacy Policy, which is incorporated by reference into this Agreement and can be found at: https://velotic.ch/privacypolicy. By accepting this Agreement, You also agree to the terms of the Privacy Policy. For the purposes of licensing, activation, and anti-piracy, the Software collects limited data, including Your Name, Email Address, Transaction ID, a user-defined Username, a Hardware ID to verify the Device, and Your IP Address to prevent license abuse.

10. Governing Law and Jurisdiction

• 10.1. Governing Law:This Agreement shall be governed by and construed in accordance with the principles of international law, including generally accepted norms of contract and intellectual property law, and shall comply with the mandatory consumer protection and data protection laws applicable in each country where this software is lawfully used or distributed.
• 10.2. Jurisdiction:Any disputes, claims, or controversies arising out of or relating to this Agreement shall, to the extent permitted by applicable law, be resolved under the competent courts or dispute resolution authorities within the jurisdiction where the User resides or where the alleged violation occurred. The Licensor reserves the right to pursue legal remedies in any jurisdiction where infringement, misuse, or violation of this Agreement takes place.
• 10.3. International Conventions:This Agreement is protected under international intellectual property frameworks, including the Berne Convention for the Protection of Literary and Artistic Works, the Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS), and other applicable treaties. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
• 10.4. Compliance:The rights and obligations under this Agreement are subject to all applicable local, national, and international laws, and cannot be waived or restricted where such laws are mandatory. Users are responsible for ensuring compliance with all relevant laws in their country of use.

11. General Provisions

• 11.1. Severability: If any provision of this Agreement is held to be unenforceable or invalid by a court of competent jurisdiction, that provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
• 11.2. Entire Agreement: This Agreement, together with the Velotic Privacy Policy, constitutes the entire agreement between You and the Licensor concerning the Software and supersedes all prior or contemporaneous understandings, communications, or agreements, whether oral or written.
• 11.3. No Waiver: The failure of the Licensor to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
• 11.4. Contact Information: Should You have any questions concerning this Agreement, or if You desire to contact the Licensor for any reason, please refer to the contact information provided on the official Velotic website (https://velotic.ch).