PeopleWare CPS Plugins — End User License Agreement (EULA)

Last updated: [PENDING: effective date]

This End User License Agreement ("EULA") is a binding agreement between GeniusDiagram Unip Lda, a single-member private limited company incorporated under the laws of Portugal, with registered office at Rua 1.º de Dezembro, 47 - 3.º Dto., 2700-670 Amadora, Portugal and tax identification number PT515101290 ("GeniusDiagram"), trading under the brands "PeopleWare" and "PeopleWare CPS", and the person or entity installing or using the Plugins (the "Licensee").

By downloading, installing or using a Plugin, the Licensee accepts this EULA.

1. Covered Software

1.1 This EULA applies to the following PeopleWare CPS e-commerce integration plugins (each a "Plugin", collectively the "Plugins"):

(a) PeopleWare CPS for Magento / Mage-OS; (b) PeopleWare CPS for Shopify; (c) PeopleWare CPS for WooCommerce; (d) PeopleWare CPS for PrestaShop; (e) PeopleWare CPS for FluentCart.

1.2 The Plugins are proprietary software of GeniusDiagram Unip Lda. They are licensed, not sold. All rights not expressly granted are reserved.

1.3 Use of the Plugins with the PeopleWare CPS platform is additionally subject to the Terms of Service and, where applicable, the DPA and Privacy Policy.

2. License Grant

2.1 Subject to this EULA, GeniusDiagram grants the Licensee a non-exclusive, non-transferable, worldwide licence to use and make unlimited copies of the current version of each Plugin, free of licence fees, solely for use in connection with the Licensee's own active PeopleWare CPS subscription.

2.2 The licence covers installation on any number of the Licensee's store environments (production, staging, development) connected to the Licensee's CPS tenant(s).

3. Restrictions

3.1 No redistribution. The Licensee shall not distribute, publish, sell, rent, lease, sublicense or otherwise make the Plugins available to any third party.

3.2 Agency exception. Notwithstanding Section 3.1, agencies and system integrators may install and configure a Plugin on behalf of an end client, provided that the end client holds its own active PeopleWare CPS account/subscription. The agency acquires no licence rights of its own beyond what is needed to perform that installation and configuration.

3.3 No modification. The Licensee shall not modify, adapt, translate or create derivative works of the Plugin code.

3.4 No reverse engineering. The Licensee shall not reverse engineer, decompile or disassemble the Plugins, except to the extent such acts are expressly permitted by mandatory applicable law notwithstanding this limitation, including decompilation strictly necessary to achieve interoperability under Directive 2009/24/EC (as implemented in national law), and then only after first requesting the necessary interoperability information from GeniusDiagram.

3.5 The Licensee shall not remove or alter copyright notices, trademarks or other proprietary markings.

4. Updates and Future Versions

4.1 Access to updates, upgrades and new versions of the Plugins is conditional on an active PeopleWare CPS subscription.

4.2 GeniusDiagram reserves the right to change the price and the form of distribution of future versions of the Plugins. This EULA grants rights only with respect to the current version made available to the Licensee; new versions may be subject to revised terms communicated at release.

4.3 GeniusDiagram has no obligation to maintain compatibility of any Plugin with future versions of the underlying e-commerce platforms, but will use reasonable efforts to do so for supported versions.

5. Intellectual Property

5.1 GeniusDiagram and its licensors own all intellectual property rights in the Plugins and associated documentation. "PeopleWare" and "PeopleWare CPS" are trademarks of GeniusDiagram Unip Lda.

6. Warranty Disclaimer

The Plugins are provided "as is" and "as available", without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, non-infringement and uninterrupted or error-free operation, to the maximum extent permitted by law.

7. Limitation of Liability

7.1 GeniusDiagram's liability in connection with the Plugins is governed by, and subject to the caps and exclusions of, Section 13 of the Terms of Service, which apply equally to this EULA.

7.2 Nothing in this EULA excludes liability that cannot be excluded under applicable mandatory law.

8. Term and Termination

8.1 This EULA is effective from first installation or use of a Plugin and remains in force while the Licensee holds an active PeopleWare CPS subscription.

8.2 This EULA terminates automatically: (a) upon termination or expiry of the Licensee's PeopleWare CPS subscription; or (b) upon material breach of this EULA by the Licensee.

8.3 Upon termination, the Licensee shall cease using the Plugins and uninstall or disable them within a reasonable period. Sections 3, 5, 6, 7 and 9 survive termination.

9. Governing Law and Jurisdiction

This EULA is governed by the laws of Portugal. The courts of the judicial district (comarca) of Lisbon, Portugal have exclusive jurisdiction, without prejudice to mandatory rules of jurisdiction.