License Terms of fencee Cloud

("License Terms")

issued by the company VNT electronics s.r.o., ID No.: 647 93 826, with registered office at Dvorská 605, Žichlínské Předměstí, 563 01 Lanškroun, represented by Jiří Novák, Managing Director, registered in the Commercial Register maintained by the Regional Court in Hradec Králové, file No. C 9839 (hereinafter referred to as "Provider" or "we"),

Information you should not overlook:

Our fencee Cloud application is provided free of charge.
If you decide to use fencee Cloud, you do so voluntarily and at your own risk. We are not liable for any damages caused as a result of using fencee Cloud.
You may withdraw from the contractual relationship under these License Terms by deleting your application, account and ceasing to use fencee Cloud.
The protection of your personal data is very important to us. For information on what personal data we process, why and how, please refer to the Personal Data Processing Policy.

Who are we?

Name: VNT electronics s.r.o.
Registered office: Dvorská 605, Žichlínské Předměstí, 563 01 Lanškroun
ID: 647 93 826
DIC: CZ64793826
Registration in the Commercial Register: company registered in the Commercial Register maintained by the Regional Court in Hradec Králové, file No. C 9839, represented by Jiří Novák, Managing Director

How can you contact us?

Address: Dvorská 605, Žichlínské Předměstí, 563 01 Lanškroun
Telephone: + 420 730 893 828 (weekdays from 7:00 a.m. to 3:00 p.m.; if you call outside these hours, we will call you back)
E-mail: info@fencee.eu

WHAT YOU NEED TO KNOW BEFORE USING THE APP

Before you start using our fencee Cloud, please read these License Terms carefully. Your right to use fencee Cloud is conditional upon your acceptance of and compliance with these License Terms. These License Terms apply to all Users of fencee Cloud.

By installing and/or using the fencee Cloud, you agree to be bound by these License Terms. If you do not agree to these License Terms, do not use the Software. At the time you install and/or begin using fencee Cloud, these License Terms, including the URL links, become the entire agreement between you and us as a matter of law. If you do not agree to any part of the License Terms, then you may not install and/or use fencee Cloud.

DESCRIPTION of fencee Cloud

The fencee Cloud is an application created for the purpose of using various features beyond the basic functionality of some of our Products (typically smart farm products) that we offer on our E-Shop available at www.fencee.eu.

In particular, Fencee Cloud enables the communication of connected devices. Using fencee Cloud as an app on your mobile phone or computer, you can monitor, set up and control your fences from wherever you need to.

The central device FENCE WiFi GATEWAY GW100 is the core element of the smart farm. This is connected via Wi-Fi to the fencee Cloud. The gateway then connects all the products of the smart farm, which you can control remotely via the fencee Cloud.

You can find out more about the features, purpose and description of the fencee Cloud on our Website www.fencee.eu in the section Home > Advice > About our products > Applications of the fencee Cloud or by clicking here.

TERMS AND DEFINITIONS

Unless otherwise specified in these License Terms or the context clearly indicates otherwise, capitalized terms used in these License Terms are used in the singular and plural in the following senses:

Copyright Act - Act No. 121/2000 Coll., on Copyright, on Rights Related to Copyright and on Amendments to Certain Acts, as amended.
Desktop version - the fencee Cloud software solution available electronically as a web interface, which can be found at www.fenceecloud.com;
E-shop - our online store, which we operate at www.fencee.eu,
fencee Cloud - a software application designed to control some of the Products available on the E-shop, provided either as a Mobile Application or a Desktop Version;
GDPR - Regulation (EU) 2016/679 of the European Parliament and of the Council;
Licence - the right to use fencee Cloud provided by us in the manner and to the extent set out in these Licence Terms;
Licence Terms - the terms and conditions of the fencee Cloud licence, which the User must agree to before installing the fencee Cloud and which the User must follow during its use;
Mobile Application - the fencee Cloud software solution available electronically in a mobile version on the Google Play Store, for mobile devices or tablets running the Android operating system, or on the App Store, for mobile devices or tablets running the iOS operating system;
Necessary Maintenance - means periodic maintenance required to maintain the features of the fencee Cloud, it is performed on the Provider's initiative, it is not a response to any Defect and it is a period of time during which the fencee Cloud is completely or partially unavailable;
Civil Code - Act No. 89/2012 Coll., Civil Code, as amended;
Personal data - any information about the data subject on the basis of which he or she can be directly or indirectly identified;
Products - are products offered on the E-shop with which fencee Cloud is compatible, in particular smart farm products whose description indicates that they are compatible with fencee Cloud;
Service Support - means the service we provide as part of the fencee Cloud at the basic user support level to the extent and at the times specified in these License Terms;
Consumer - any natural person who deals with us outside the scope of their business or independent practice of their profession;
User Account - a fencee Cloud account established by the User under these License Terms for the sole purpose of using fencee Cloud;
User - whoever chooses to use the fencee Cloud (also referred to as "You");
Website - our website available at www.fencee.eu;
Faults - error conditions that prevent the proper functioning and use of fencee Cloud;

(Provider and User hereinafter collectively referred to as the "Parties" and individually as a "Party")

1. INTRODUCTORY PROVISIONS

You may wish to begin by reviewing these License Terms, your statement and other background information .

1.1 User Statement. You represent and undertake that:
- 1.1.1. you have full legal capacity,
- 1.1.2. you will not use fencee Cloud in violation of applicable laws of the Czech Republic,
- 1.1.3. you will use fencee Cloud only for the purpose for which it is intended,
- 1.1.4. you have thoroughly read the applicable License Terms before installing and using the fencee Cloud, agree to them unconditionally and will not use the fencee Cloud in violation of them.
1.2 Obligations of the Parties. We grant You a License to use the fencee Cloud on the terms and conditions set forth below. You accept this License on the terms and conditions set forth below and agree to use the fencee Cloud in accordance with them.
1.3 Age of User. We represent that fencee Cloud is not intended for persons under the age of 16.
1.4 Fencee Cloud as a work of authorship. We declare that fencee Cloud is a work of authorship within the meaning of the Copyright Act, to which we exercise exclusive copyright, including all of its components.
1.5 Subject matter of the License Terms. Because fencee Cloud is a work under the Copyright Act, we grant you permission to use fencee Cloud (the "License") in the manner and to the extent set forth in these License Terms.

2. LICENCE

In this section you will learn to what extent you may use fencee Cloud and what license rights you are granted.

2.1 License. We grant You a non-exclusive License to use fencee Cloud.
2.2 Territorial Limitations of the License. The License is granted without territorial limitation.
2.3 Purpose of the License. The License is granted for the use of the fencee Cloud solely for the purposes set forth in the introduction to these License Terms, namely, to control, set up and operate compatible Products.
2.4 Duration of the License. The License is granted for the duration of your use of the fencee Cloud, i.e. for the duration of the contractual relationship under these License Terms. If the License terminates, you must cease use of the fencee Cloud and remove all copies of the fencee Cloud from your devices.
2.5 Obligation to use the License. You have no obligation to use the fencee Cloud License.
2.6 Sublicense and Assignment of License. You may not grant the permissions that form part of the License, in whole or in part, to a third party (sublicense the fencee Cloud) without our prior written consent. You also may not assign the rights and obligations under the License to a third party without our prior written consent.
2.7 Interference with the subject matter of the License. You may not alter, modify, or combine it with any other work or features, or otherwise interfere with fencee Cloud in any way, without our prior written consent.
2.8 Updates to the subject matter of the License. In the event that there are changes to the functionality of the fencee Cloud made by the Provider during the License Term (Updates), we will also grant you a License to that modified version of the fencee Cloud, unless we specify otherwise in the Update Notice (e.g., if we add any paid features).

3. REGISTRATION

Before you can start using fencee Cloud, you must first register. See this section to find out how.

3.1 Registration as a condition of using fencee Cloud. Registration is a prerequisite for proper use of fencee Cloud; you acknowledge this condition and agree to properly register.
3.2 How to register. Registration is done by completing the registration form on www.fenceecloud.com/registration, which includes your acknowledgement that you have read and agree to these License Terms and the Privacy Policy.
3.3 Accuracy, completeness of data and updates. You hereby undertake to provide correct and complete information about yourself in the registration form and subsequently in the Fencee Cloud, during its use. You are obliged to keep this information up-to-date in accordance with the current status, for which purpose you have the right to change and update the registration data during the use of the fencee Cloud.
3.4 Reporting obligation in case of misuse of access data. You are obliged to notify us without delay of any misuse or even attempted misuse of Your Access Data, in which case You are also obliged to choose new access data for Your User Account without delay. You are also obliged to choose a secure password at all times.

4. REFUSAL

We provide Fencee Cloud completely free of charge so that anyone can use it.

4.1 Royalty-Free License. The Parties agree that the License is granted to the User as gratuitous.

5. RIGHTS AND OBLIGATIONS OF THE USER

This section tells you what your rights and obligations are and what can happen if you ever violate them.

5.1 Obligation regarding use of fencee Cloud. You agree that:
- 5.1.1. you will not take any action that is likely to disrupt or damage fencee Cloud;
- 5.1.2. you will follow the instructions set out on our Website or within the description of the Mobile App in the App Store or Google Play when installing and using the fencee Cloud;
- 5.1.3. you will use the designated operating system and other required hardware and software to install and use the fencee Cloud;
5.2. User's breach of these License Terms. It is not a breach of these License Terms if fencee Cloud does not work because you have breached any provision of these License Terms. In the event that you breach any of your obligations under these License Terms, we may, without prior notice to you, immediately deny you access to fencee Cloud (or your User Account) and terminate the contractual relationship under these License Terms.
5.3 Indemnification for damages arising from User's breach of these License Terms. If You breach Your obligations under these License Terms, You shall indemnify Us for all damages incurred in connection with such breach, including non-pecuniary damages.

6. TECHNICAL REQUIREMENTS AND UPDATES

Here you will learn about the technical requirements for using fencee Cloud, as well as how updates are made

6.1 User's technical equipment. You are required to provide adequate technical equipment to enable You to use the features of fencee Cloud in accordance with these License Terms. You are also obliged to check that Your technical equipment meets the technical requirements of the fencee Cloud before You start using the fencee Cloud. The technical requirements of fencee Cloud are listed either on our Website under "Technical Requirements" or as part of the fencee Cloud installation process.
6.2 Changes to fencee Cloud. We are entitled to make changes to the content and features of fencee Cloud at any time, even without prior notice. In such event, you are required to update the current version of fencee Cloud that you are using (either by downloading and installing a new version of fencee Cloud or by updating your current version, whichever is currently available or your preferred method). In the event that you fail to update fencee Cloud, we shall not be liable in any way for the failure of fencee Cloud to perform its functions in whole or in part. You do not have the right to refuse changes as our fencee Cloud is provided "as is". You will be notified of updates to the fencee Cloud via the email you provided when you registered or via our Website, notifications on your mobile phone, or notification via the fencee Cloud (pop-up, banner or otherwise)[3].
6.3 Disagreement with changes to fencee Cloud. In the event that You do not agree to a change (update) of the fencee Cloud according to the previous paragraph, You have the right to stop using the fencee Cloud and thus terminate the contractual relationship according to these License Terms.

7. CONDITIONS

We do our best to ensure that the fencee Cloud works flawlessly. However, no one is infallible. So, here is what to do in case you encounter a Glitch.

7.1 Notification of a Fault. In the event that you encounter any Glitch while using fencee Cloud, please notify us without undue delay by writing to info@fencee.eu. Notification of the occurrence of a Fault must include a description of the Fault, or specific screenshots showing the Fault, or other facts specifying the occurrence and form of the Fault.
7.2 Response to notification of a Defect. Upon notification of the occurrence of a Defect, we will inspect the Defect and determine whether or not it was caused by reasons on our side (e.g., a programming error in the fencee Cloud update). In the event that the Fault was caused by us, we will attempt to correct the Fault within a reasonable period of time. In the event that the Fault is not caused by us, you must arrange the repair yourself.
7.3 Grounds for Exclusion of Liability. Please note that we only provide fencee Cloud as additional software to some of our Smart Products. In addition, we provide fencee Cloud free of charge. Therefore, we cannot afford error-free development and assume no liability for the truthfulness, timeliness and safety of the information provided in fencee Cloud or any Defects therein. In order to guarantee such damages, we would have to charge for fencee Cloud, and we do not want to do that. In addition, it is really not necessary for you to use the fencee Cloud for the proper use and/or operation of our Products.
7.4 Use of the fencee Cloud and Assumption of Risk. For the reasons set out in the preceding paragraph, you acknowledge that the actual situation may sometimes differ from the information and content in the fencee Cloud due to Defects (or for other reasons). Therefore, you should primarily draw information about (and data from) the Products in a manner that is made possible by the Products themselves. You further acknowledge that your use of the fencee Cloud is a voluntary decision and you use it at your own risk.
7.5 Liability for damages caused by your use of fencee Cloud. We are not liable for any damage caused by the use of, or any Fault in, the fencee Cloud (e.g. if the fencee Cloud notifications are faulty, you do not receive a notification on your mobile phone that the fencee Cloud has been breached and your horse escapes, we will not be liable for any damage caused by this).

8. HIGH POWER

What happens if our duties are thwarted by unforeseen events? You can read that here.

8.1 Conditions for force majeure. We will not be liable for any breach of our obligations under these Licence Terms caused by a Force Majeure Event unless otherwise provided in these Licence Terms.
8.2 What is Force Majeure? Force Majeure means any impediment which has arisen independently of our will and which prevents us from performing our obligation if it is not reasonably foreseeable that we could have averted or overcome the impediment or its consequences and further, that we would have foreseen the impediment at the time the obligation arose.

9. SUPPORT

How can you contact us if you need advice or to resolve a problem?

9.1 Providing Support. We provide standard customer support on working days from 7am to 3pm. If you have any problems, you can contact our customer support either by phone on +420 730 893 828 or by email at info@fencee.eu.

10. NECESSARY MAINTENANCE

Here you can find out in which cases the fencee Cloud may be temporarily suspended.

10.1 Necessary maintenance. It is neither a breach of these License Terms nor a Defect if fencee Cloud fails to function properly as a result of Necessary Maintenance (e.g., cloud server maintenance).
10.2 Duty to Tolerate Necessary Maintenance. You shall be obligated to tolerate temporary downtime of the fencee Cloud consisting of limiting or interrupting its operation for Necessary Maintenance. You will generally be notified of the planned Necessary Maintenance via Your email, Our Website, notifications on Your mobile phone, or notification via fencee Cloud (pop-up, banner or otherwise). In such notification, we will usually tell you what type of maintenance will be involved and the expected start and end time of the work.
10.3 Updates. In addition to the Required Maintenance, we may also perform free updates (changes) to fencee Cloud (e.g., the Mobile App) or its components (e.g., cloud server settings). For this purpose, we are entitled to restrict or suspend the operation of the fencee Cloud for the time necessary to perform the update. We will generally notify you of this in advance, as is the case with notices of Necessary Maintenance. As with a Maintenance Requirement, you are obligated to tolerate the temporary shutdown of fencee Cloud for the purpose of updating it.

11. DURATION AND TERMINATION OPTIONS

This section tells you how to terminate the contractual relationship established by these License Terms.

11.1 Duration of the contractual relationship. The contractual relationship under these License Terms is for an indefinite term.
11.2 Termination. The contractual relationship under these License Terms shall be deemed terminated if you cease using fencee Cloud for more than 2 years. In such event, we shall be entitled to delete your User Account.
11.3 Loss of Provider Eligibility. You agree that in the event that we lose eligibility to operate the fencee Cloud through no fault of our own, i.e. for example by a change in legislation, the contractual relationship under these Licence Terms shall be deemed terminated at such time, which shall not be deemed a breach of these Licence Terms.
11.4 Material Breach of the License Terms. We may terminate the contractual relationship under these Licence Terms as soon as we become aware of a breach by you. A breach of the License Terms shall be deemed to be:
- 11.4.1. such conduct that is capable of compromising in any way the operation and use of fencee Cloud;
- 11.4.2. use of the fencee Cloud in such a way as to cause damage to Us or any other User, and/or even an attempt to misuse, block, modify or otherwise alter any part of the fencee Cloud;
- 11.4.3. if you even attempt to obtain the logins and/or passwords and/or authorisation codes of other Users;
- 11.4.4. any other instance where you act in breach of these Licence Terms.

12. DATA PROTECTION

The protection of our customers' personal data is very important to us. You can read the rules for handling personal data in this section.

12.1 Provider as controller. As a User, you may entrust us with your Personal Data during your use of fencee Cloud. You can find how we handle Personal Data in our Personal Data Processing Policy.
12.2 Provider as processor. In the event that during the term of the contractual relationship under these Licence Terms, there is processing of Personal Data during which you transmit Personal Data to us for processing and we should thus act as a processor of the Personal Data, we undertake to provide you with all assistance to comply with the obligations set out in the GDPR, in particular to enter into a contract with you for the processing of Personal Data, if necessary.
12.3 Business Communications. We will send you commercial communications offering related services to your email (commercial communications to customers/users). Your email address, which you will usually provide to us upon registration, is personal data and is processed in accordance with the GDPR, for the purpose of sending commercial communications based on our legitimate interest to promote our similar products and services. You can of course unsubscribe from receiving commercial communications at any time.

13. CONCLUSION

Finally, you can read what law governs our contractual relationship and a few formalities.

13.1 The law. These License Terms are governed by the law of the Czech Republic, in particular the Civil Code and the Copyright Act, while excluding conflict of laws rules of private international law.
13.2 Amicable Dispute Resolution, Jurisdiction. We shall always try to resolve any dispute arising between us amicably. If it is not possible to reach an amicable solution, then the courts will have to take their turn. We agree that any disputes arising in connection with the use of fencee Cloud shall be resolved by the court of competent jurisdiction for the territory of the city of Hradec Králové in the Czech Republic.
13.3 The provisions shall survive termination of the contractual relationship under these License Terms. The rights and obligations set forth in the provisions of Articles 2, 5, 7 and 12 shall survive the termination of the contractual relationship under these License Terms.
13.4 Changes to the License Terms. These License Terms may be unilaterally amended or terminated by Provider in writing.
13.5 Declaration of Succession. The parties hereto represent and agree that the rights and obligations arising for them under these License Terms shall, in the event of termination or any other legal event resulting in a transfer of rights and obligations, pass to their successors in interest.
13.6 Validity and Effectiveness. The contractual relationship, as amended by these License Terms, shall become valid and effective upon the earlier of the date of installation of the Fencee Cloud or the commencement of use of the Fencee Cloud.