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Please read these Terms and Conditions carefully before activating the Software Subscription.

1.             General Provisions

1.1          These General Terms and Conditions of Software Subscription of Proceq S.A. (the Company), as amended from time to time (the Terms and Conditions) shall govern and apply to the subscription, license and use of the Software and any Services (as defined below) which the Company or any its entities controlling, controlled by or under control by the or with the Company (Affiliates) may provide in connection therewith to all the Company’s customers, as subscribers and licensees (the Customer). If you are accepting on behalf of your employer or another legal entity, you warrant that you have the full legal authority to represent and bind the Customer. For purposes of these Terms and Conditions, the term Company shall include all its Affiliates. Reference to these Terms and Conditions shall include the Company’s Data Privacy Policy (as defined below), the applicable ordering document according to which the Customer orders and subscribes for the Software (together with any renewal thereof) (the Order Form). In case of conflict between the documents comprising these Terms and Conditions, the Order Form shall prevail.

1.2          By downloading, activating and using the Software the Customer acknowledges that it has read and understood the Terms and Conditions and agrees to be legally bound by these Terms and Conditions. If the Customer does not agree to the terms stipulated in these Terms and Conditions, it should not install, activate and/or use the Software and, if presented with the option to "agree" or "disagree" to the Terms and Conditions, select "disagree".

1.3          The Company reserves any and all right to amend and change these Terms and Conditions at its own discretion. The Customer has the right, at any time, to request from the Company a copy of the currently applicable Terms and Conditions.

1.4          Any deviation from these Terms and Conditions shall only be valid if agreed upon between the Company and the Customer exclusively in written form. Any general terms and conditions of a Customer or any third party shall not apply, irrespective of whether the Company expressly objects in a particular case or not.

1.5          If individual provisions of these Terms and Conditions should be invalid in whole or in part, the validity of the remaining provisions or the valid parts of such provisions shall not be affected.


2.             Software Subscription

2.1          Subject to full payment of the applicable Fees the Company grants to the Customer a revocable, non-exclusive, non-transferable, non-sublicensed, renewable fixed and limited license to:

(a)   download, install, activate, access to and use any of the Company’s integrated system comprised of hardware-bound algorithms, software application, cloud-based services and solutions, computer programs in object form provided, connected and/or associated to a Company’s branded instrument or any of the above provided on a standalone as described under the Order Form (the Software) in Customer’s normal course of business in one (1) or multiple hardware devices owned or otherwise controlled by the Customer strictly in accordance with these Terms and Conditions. The Customer’s user account shall be at all times associated with the Company’s branded equipment referred to in the respective Order Form; and

(b)   access, stream, download, and use on or through the Software the data and content made available in or otherwise accessible through the Software and storage of such data in the cloud platform together with any Services provided by the Company connected thereto, strictly in accordance with these Terms and Conditions (the Software Subscription).

2.2          For purposes of these Terms and Conditions, Software means the initial version subscribed by the Customer together with certain periodic updates and upgrades which may not necessarily include all existing features or new features that the Company releases for newer or other models or any new releases of a Software or products or any additional functionality for which the Company, in its sole discretion, generally charges or might charge customers of the Software in addition (collectively Updates).

2.3          The Software together with any third party software, documentation, interfaces, content, fonts and any data accompanying the Software whether preinstalled on the Company’s branded hardware, on disk, in read only memory, on any other media or in any other form are an integral part of the Software and are provided to the Customer by the Company for use only under these Terms and Conditions.

2.4           The Software may be delivered to the Customer by data media or by electronic means via data networks such as the Internet, or third parties’ platforms. The Company offers no guarantee for the availability of such networks or platforms nor for the correct transfer and download of the Software.

2.5          The Company reserves the right to, at any time and at its sole discretion, discontinue the Software and consequently cease the provision of Updates and/or Maintenances and Support Services and consequently cancel and terminate the Software Subscription without reason. In such case, the Company will use reasonable efforts to notify the Customer at least eighteen (18) months prior and any Fees which have been already paid for the remainder of the Subscription Period will be returned to the Customer on a pro-rata basis from date of discontinuation until expiry of the Subscription Period. This provision shall not apply to any Pre-paid Software offering.

2.6          In the event of the Company releasing an alternative software product that substantially incorporates the functionality of the Software version the Customer has subscribed for, the Company may, but shall not be obliged to, make such new release available to the Customer. In such case different fees may apply.

2.7          The Customer agrees that these Terms and Conditions will apply to any software product that may be preinstalled on the purchased hardware, unless such product is accompanied by a separate agreement, in which case the Customer agrees that the terms of that agreement will govern its use of that product.

2.8          The Software may be used to access and use various products and services of the Company (Services). All access to and use of such Services by means of the Software, including any charges for such access and use, will be governed by the terms applicable to the relevant Services.


3.              Use of the Software

3.1.         The Customer acknowledges and agrees that some Software shall be used in connection with the Company’s branded hardware specified in the respective Order Form that meets specified system requirements as indicated by the Company and that the use of and access to certain features of the Software and certain Services may require the Customer to apply for a unique user name and password combination.

3.2.         Any offering made hereunder by the Company does not include access to the Internet or any other network or to any communications services or any hardware, software, storage, security or other resources necessary for accessing or using the Software. The Customer and other suppliers and service providers are responsible for acquiring all such items and for their reliability, security and performance. Installation of all the hardware and supporting software necessary to ensure that minimum configuration requirements for installation and operation of the Software are satisfactorily met as well as the installation and operation of the Software itself is the sole responsibility of the Customer.

3.3.         The Customer shall be solely responsible for:

(a)   installing any Updates and ensuring that the Software, in particular the display unit and firmware, are up to date;

(b)   ensuring the compatibility, capability and appropriateness of all devices and operation systems used in connection with the Software and that any such devices meet the minimum requirements for the intended use of the Software;

(c)   providing and maintaining, to the extent deemed required during the use of the Software the necessary Internet access for its use of the Software, and connection to the Company’s cloud to store and manage its data;

(d)   safeguarding, preventing and securing its device and the Software from any unauthorized access and use which violate or may violate any of the provisions set forth herein, including without limitation application of cybersecurity measures required to best ensure security.

3.4.         The Customer shall not and shall not permit any person to:

(a)   copy the Software, except as expressly permitted by these Terms and Conditions;

(b)   modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software;

(c)   reverse-engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source or binary code of the Software or any part thereof;

(d)   transfer the Software to a different programming language or to another operating system or cloud platform, adapt or make error corrections, or incorporate the software, in whole or in part, in any other program;

(e)   remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Software, including any copy thereof;

(f)    rent, lease, lend, sell, sub-license, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any third party for any reason;

(g)   remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Software;

(h)   use the Software in any manner which does not comply with any indication or specification provided by the Company with regards to the relevant equipment and/or of the Software;

(i)     reproduce all or any portion of the Software (except as expressly permitted herein) or any accompanying documentation, or modify, translate or otherwise create derivative works of the Software.

3.5          Upon request and subject to the Company’s prior written approval, the Customer may be permitted to sub-license the Software in cases of rental of the Company’s branded hardware described to in the Order Form and associated with the Software Subscription. In such case, the Customer shall enter into a separate agreement with the Company. The Company reserves all right to, at its entire discretion, prohibit any such sub-licensing. In such cases and for the avoidance of doubt, the Customer shall remain at all times fully liable for the appropriate use of the Software and compliance with these Terms and Conditions.

3.6          Customer agrees to notify its employees, representatives and agents who may have access to Software of the restrictions contained herein and to ensure their compliance at all times with these restrictions.

3.7          Except as expressly permitted herein, Customer agrees that it shall make no use of the Software, the documentation or any other related materials without Company’s prior written consent. Any and all goodwill associated with such rights shall inure directly and exclusively to the benefit of the Company.

3.8          The Customer agrees that outputs from the Software will not, under any circumstances, be considered legal or professional advice and are not meant to replace the experience and sound professional judgment of professional advisors in full knowledge of the circumstances and details of any matter on which advice is sought.

3.9          The Company shall have the right to perform or have performed on its behalf periodic vulnerability tests of the Software or Services. 



4.             Ownership and Intellectual Property Rights

4.1          The Customer hereby acknowledges and agrees that the Company and/or Affiliates, its licensors, if any, have and shall retain entire the right, title and interest in and to the Software and to any Updates and derivative works thereto, including but not limited to any and all copyrights, patents, trademarks, know-how and other intellectual property rights in, deriving or relating thereto. The Company reserves any and all rights not expressly granted to the Customer hereunder.

4.2          Customer acknowledges and agrees that it does not acquire any ownership interest in and to the Software, or any other rights thereto other than to use the Software in accordance with the Software Subscription granted, and subject to all terms, conditions, and restrictions, under these Terms and Conditions.

4.3          At all times during the Subscription Period and at any time thereafter, Customer covenants and agrees not to take any action, either directly or indirectly, to (a) challenge, question, or attempt to invalidate any of the ownership rights of the Company in connection with the Software; or (b) assert any intellectual property or other rights in or to the Software, other than the limited license granted to Customer according to the Software Subscription.

4.4          Title and intellectual property rights in and to any content displayed by or accessed through the Software by the Customer belongs to the respective content owner. Such content may be protected by copyright or other intellectual property laws and treaties and may be subject to terms of use of the third party providing such content. Except as otherwise provided herein, the Software Subscription does not grant the Customer any rights to use such content nor does it guarantee that such content will continue to be available to the Customer.

4.5          Customer hereby grants to the Company the limited right to use its name, logo and/or trademark, as applicable, for advertising and promotional purposes, including reference to the Customer in marketing documentation and activities relating to the use of the Software provided that such use is in accordance with good business practice and in goodwill.


5.             Updates to the Software

5.1.         The Company may, at its discretion, make available future Updates to the Software for the Customer’s compatible Company-branded devices or for Software on standalone basis. These Terms and Conditions will govern any Software Updates provided by the Company to the original Software product, unless such Update is accompanied by a separate agreement in which case the Customer agrees that the terms of that agreement will govern such Updates.

5.2.         Certain Updates may modify or delete in whole or in part certain features and functionalities of the Software. The Customer acknowledges and agrees that the Company has no obligation to make any Updates available nor to continue, provide or enable any particular feature or functionality.

5.3.         Updates, if any, will be made available to Customer based on Customer’s settings, and when its device is connected to the Internet either:

(a)   the Software will automatically download and install available Updates; or

(b)   Customer may receive notice of or be prompted to download and install available Updates.

5.4.         The Customer shall promptly download and install all Updates and acknowledges and agrees that the Software or portions thereof may not operate properly should the Customer fails to do so.


6.             Data

6.1.         Data processed by the Company through or in connection with the Software Subscription are subject to the Company’s Data Privacy Policy, as amended from time to time at the Company’s sole discretion, available at https://www.screeningeagle.com (the Privacy Policy). By means of the Software Subscription, the Customer consents to all actions taken by the Company with respect to its data pursuant to the terms of the Privacy Policy.

6.2.         The Customer hereby acknowledges and agrees to be, at all times, fully responsible and liable for the accuracy, quality, integrity and lawfulness of the data and content, independent of its form or the manner in which such data is obtained, used, generated, collected, provided, uploaded or loaded through or into the Software and uploaded by the Customer in the Company’s cloud platform, including, without limitation, historical data to permit the use of the Software and maintenance thereof.

6.3.         Customer retains all right, title and interest in and to the data referred to in Clause 6.2 and hereby gr

Screening Eagle Technologies is a merger of Dreamlab and Proceq