{"id":2725,"date":"2026-05-12T11:57:10","date_gmt":"2026-05-12T10:57:10","guid":{"rendered":"https:\/\/www.softera.lt\/?page_id=2725"},"modified":"2026-05-18T10:52:11","modified_gmt":"2026-05-18T09:52:11","slug":"end-user-software-license-agreement","status":"publish","type":"page","link":"https:\/\/www.softera.lt\/en\/end-user-software-license-agreement\/","title":{"rendered":"UAB \u201cSoftera Baltic\u201d End User License Agreement (EULA)"},"content":{"rendered":"\r\n<section data-section=\"heroV2Component\" class=\"pt-28 md:pt-36 lg:pt-44 overflow-hidden\">\r\n    <div class=\"flex flex-col gap-10 md:gap-14 lg:gap-16\">\r\n        <div class=\"container px-6 md:px-12 lg:px-24\">\r\n            <div class=\"flex flex-col gap-10 md:gap-14 lg:gap-16\">\r\n                <div class=\"flex flex-col items-center gap-4 md:gap-5\">\r\n                    <div data-animation=\"fadeUp\" data-delay=\"0.3\">\r\n                        \r\n    \r\n            <h1 class=\"text-[30px]\/[1.1em] sm:text-[42px]\/[1.1em] md:text-[48px]\/[1.1em] lg:text-[57px]\/[1.1em] text-black text-center\">\r\n            UAB \u201cSoftera Baltic\u201d End User License Agreement (EULA)        <\/h1>\r\n    \r\n    \r\n    \r\n    \r\n    \r\n\r\n                        <\/div>\r\n\r\n                    <div data-animation=\"fadeUp\" data-delay=\"0.4\">\r\n                        \r\n        <div class=\"md:text-base text-sm flex flex-col gap-5\r\n        \/* Lists *\/\r\n        [&#038;_ul]:flex [&#038;_ul]:flex-col [&#038;_ul]:gap-2.5\r\n        [&#038;_li]:pl-[18px] [&#038;_li]:relative\r\n        [&#038;_li::after]:content-[''] [&#038;_li::after]:mt-2\r\n        [&#038;_li::after]:absolute [&#038;_li::after]:top-0\r\n        [&#038;_li::after]:left-0 [&#038;_li::after]:w-2.5\r\n        [&#038;_li::after]:h-2.5 [&#038;_li::after]:rounded-full\r\n        [&#038;_li::after]:bg-black\r\n        \/* Headings *\/\r\n        [&#038;_h1]:text-[44px] [&#038;_h1]:font-bold [&#038;_h1]:leading-[50px] [&#038;_h1]:tracking-[-1px]\r\n        [&#038;_h2]:text-[35px] [&#038;_h2]:font-semibold [&#038;_h2]:leading-[40px] [&#038;_h2]:tracking-[-0.8px]\r\n        [&#038;_h3]:text-[28px] [&#038;_h3]:font-medium [&#038;_h3]:leading-[32px] [&#038;_h3]:tracking-[-0.6px]\r\n        text-black text-center max-w-[556px] w-full mx-auto\">\r\n        <p>Last updated: May 13, 2026<\/p>\n    <\/div>\r\n\r\n                        <\/div>\r\n\r\n                    <div class=\"flex items-center justify-center gap-2.5 cursor-pointer\" data-scroll=\"section\"\r\n                         data-animation=\"fadeUp\" data-delay=\"0.5\">\r\n                        <p>Learn more<\/p>\r\n                        <div class=\"w-[30px] h-[30px] bg-black rounded-md flex-shrink-0 flex items-center justify-center animate\">\r\n                            <img decoding=\"async\" class=\"rotate-90 w-3.5\"\r\n                                 src=\"https:\/\/www.softera.lt\/wp-content\/themes\/wam\/assets\/static\/arrow.svg\"\r\n                                 alt=\"Arrow\"\/>\r\n                        <\/div>\r\n                    <\/div>\r\n                <\/div>\r\n\r\n                            <\/div>\r\n        <\/div>\r\n\r\n            <\/div>\r\n<\/section>\r\n\n\n\r\n<div data-section=\"wysiwygComponent\">\r\n    <div class=\"container px-24 py-24\">\r\n        <div class=\"text-black overflow-x-auto -mx-4 px-4 sm:mx-0 sm:px-0 flex flex-col gap-5\r\n      [&#038;_h1]:text-[57px] [&#038;_h1]:leading-[1.1em] [&#038;_h1]:font-bold\r\n      [&#038;_h2]:text-5xl [&#038;_h2]:leading-[1.1em] [&#038;_h2]:font-semibold\r\n      [&#038;_h3]:text-[32px] [&#038;_h3]:leading-[1.2em] [&#038;_h3]:font-semibold\r\n      [&#038;_h4]:text-2xl [&#038;_h4]:leading-[1.2em]\r\n      [&#038;_h5]:text-xl [&#038;_h5]:leading-[1.3em] [&#038;_h5]:tracking-[-0.04em]\r\n\r\n      [&#038;_p]:text-base [&#038;_p]:leading-relaxed\r\n      [&#038;_ul]:list-disc [&#038;_ul]:ml-6\r\n      [&#038;_ol]:list-decimal [&#038;_ol]:ml-6\r\n      [&#038;_a]:text-green [&#038;_a]:underline hover:[&#038;_a]:opacity-60\r\n      [&#038;_strong]:font-semibold\r\n      [&#038;_blockquote]:border-l-4 [&#038;_blockquote]:border-gray-300 [&#038;_blockquote]:pl-4 [&#038;_blockquote]:italic [&#038;_blockquote]:text-gray-700\r\n      [&#038;_hr]:border-t\r\n\r\n      \/* tables *\/\r\n      [&#038;_table]:w-full [&#038;_table]:border-collapse [&#038;_table]:text-left\r\n      [&#038;_table]:text-sm sm:[&#038;_table]:text-base\r\n      [&#038;_table]:border [&#038;_table]:border-gray-200\r\n      [&#038;_table]:min-w-[640px] sm:[&#038;_table]:min-w-0\r\n\r\n      [&#038;_thead_th]:bg-gray-50 [&#038;_thead_th]:text-gray-700 [&#038;_thead_th]:font-semibold\r\n      [&#038;_thead_th]:px-4 [&#038;_thead_th]:py-3 [&#038;_thead_th]:border-b [&#038;_thead_th]:border-gray-200\r\n\r\n      [&#038;_tbody_td]:px-4 [&#038;_tbody_td]:py-3 [&#038;_tbody_td]:align-top\r\n      [&#038;_tbody_td]:border-b [&#038;_tbody_td]:border-gray-200\r\n      [&#038;_tbody_tr:nth-child(odd)]:bg-gray-50\r\n\r\n      [&#038;_caption]:caption-bottom [&#038;_caption]:text-sm [&#038;_caption]:text-gray-500 [&#038;_caption]:mt-2\">\r\n            <p>This UAB \u201cSoftera Baltic\u201d End User License Agreement (the \u201cAgreement\u201d) is between the purchasing entity (\u201cthe Customer\u201d) and UAB \u201cSoftera Baltic\u201d (\u201cSoftera\u201d). This Agreement takes effect when the Customer accepts it, or when the Customer accesses, installs, activates, or uses any Softera software, Online Services, or other Products after having been provided with access to this Agreement. This Agreement applies to any order under this Agreement, whether placed directly with Softera or through an authorized Partner, and supersedes any other agreements regarding the Products, except where such other agreement expressly states otherwise. Capitalized terms have the meanings given under \u201cDefinitions.\u201d<\/p>\n<p><strong>1. License to use Softera Products<\/strong><\/p>\n<p style=\"padding-left: 40px;\"><strong>1.1. Licenses for Products.<\/strong> Products are licensed and not sold. Subject to Customer\u2019s compliance with this Agreement and the payment of all applicable fees specified in an Order Form or other agreement, Softera grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use the Products ordered. Depending on the deployment type, the license is granted as follows:<\/p>\n<p style=\"padding-left: 80px;\"><strong>a) Online Services (SaaS).<\/strong> For cloud-hosted Products, Softera grants the Customer the right to access and use the Online Services for the duration of the subscription term.<br \/>\n<strong>b) Software (On-Premises).<\/strong> For installable Products, Softera grants the Customer the right to install and run the compiled object code on the Customer\u2019s internal servers or authorized environments for the duration of the applicable license term.<\/p>\n<p>These licenses are for the Customer\u2019s internal business purposes only. Support services, if any, are provided under a separate Support Agreement and are not guaranteed by this EULA.<\/p>\n<p style=\"padding-left: 40px;\"><strong>1.2. Reservation of Rights.<\/strong> Softera and its licensors retain all rights, title, and interest in and to the Products, including all underlying source code, algorithms, methodologies, documentation, and all associated intellectual property rights. This Agreement does not grant the Customer any ownership rights in the Products or any related services. All rights not expressly granted to the Customer in this Agreement are strictly and unconditionally reserved by Softera, No rights will be granted or implied by waivers, estoppel, or otherwise.<\/p>\n<p style=\"padding-left: 40px;\"><strong>1.3. Restrictions.<\/strong> Except as expressly permitted in this Agreement or by mandatory applicable law that cannot be excluded by contract, the Customer must not (and is not licensed to):<\/p>\n<p style=\"padding-left: 80px;\">a) reverse engineer, decompile, disassemble, or otherwise attempt to derive or extract the source code of any Product;<br \/>\nb) copy, modify, adapt, translate, or create derivative works of any Product or documentation;<br \/>\nc) distribute, sublicense, rent, lease, lend, resell, or otherwise transfer the Products, in whole or in part, to any third party, except where such right is expressly granted under a separate written agreement between the parties;<br \/>\nd) use the Products to offer hosting, commercial time-sharing, or service bureau functions to third parties, except where such right is expressly granted under a separate written agreement between the parties;<br \/>\ne) work around, bypass, or defeat any technical limitations, licensing controls, or security measures in the Products; or<br \/>\nf) remove, alter, or obscure any proprietary rights notices, trademarks, or labels contained within or on the Products.<\/p>\n<p><strong>2. Microsoft Dependencies, Third-Party Services, and Version Support<\/strong><\/p>\n<p style=\"padding-left: 40px;\"><strong>2.1. Microsoft Infrastructure License Requirement.<\/strong> The Customer acknowledges that the Products are designed to operate within, or require integration with, underlying Microsoft platforms and infrastructure (including, but not limited to, Microsoft Dynamics 365, Microsoft Power Platform, and Microsoft Azure). The Customer is solely responsible for independently procuring, maintaining, and paying for all necessary and valid licenses, subscriptions, and access rights required by Microsoft to use such underlying infrastructure. Any failure by the Customer to maintain these underlying Microsoft licenses may result in the inability to access or use Softera Products. Softera bears no responsibility, liability, or obligation to provide refunds if the Products become inoperable due to the Customer\u2019s lack of valid Microsoft licensing or due to the Customer\u2019s failure to procure, maintain, configure, or renew any other infrastructure, systems, subscriptions, licenses, access rights, or third-party services required for the proper access to, operation, or use of the Softera Products.<\/p>\n<p style=\"padding-left: 40px;\"><strong>2.2. Third-Party Disclaimer.<\/strong> The Products may contain features designed to interface or interoperate with non-Softera applications, third-party software, external APIs, or third-party infrastructure (collectively, &#8220;Third-Party Services&#8221;). Softera does not warrant, guarantee, or support any Third-Party Services. To the maximum extent permitted by applicable law, Softera explicitly disclaims all liability and is not responsible for any loss, damage, downtime (including Microsoft platform outages or service interruptions), data loss, or performance degradation caused by or related to Third-Party Services. Furthermore, if a provider of a Third-Party Service ceases to make their application, API, or infrastructure available on reasonable terms for interoperation with the corresponding features of the Products, Softera may cease providing those features without entitling Customer to any refund, credit, or other compensation.<\/p>\n<p style=\"padding-left: 40px;\"><strong>2.3. Version Support and Updates<\/strong>. For Software installed On-Premises, Softera supports only the current release version of the underlying Microsoft Dynamics 365 Business Central (&#8220;D365 BC&#8221;) platform and the two (2) immediately preceding D365 BC versions (collectively, the &#8220;<strong>Supported Versions<\/strong>&#8220;). Bug fixes and new features for the Software will be developed and made available exclusively for these Supported Versions. All older versions are strictly unsupported. Softera is under no obligation to supply, maintain, or patch earlier versions of the Software, although it may agree to provide legacy support under a separate, mutually executed written agreement subject to additional fees. The Customer is solely responsible for regularly updating its underlying Microsoft infrastructure to maintain compatibility with the Supported Versions. Softera shall make available updated versions of the Software; however, any installation, deployment, upgrade, or related implementation services shall be performed only under a separate written agreement and may be subject to additional fees. Softera has no obligation to install or implement any updates or new versions of the Software free of charge.<\/p>\n<p><strong>3. Artificial Intelligence (AI) and Output Capabilities<\/strong><\/p>\n<p style=\"padding-left: 40px;\"><strong>3.1. Informational Use Only.<\/strong> Any content, insights, analytics, or other output generated by the Products is provided for informational purposes only. The Products are not intended to provide, and shall not be construed as providing, professional, financial, legal, accounting, or expert advice. Customer is solely responsible for its use of the Products and assumes full responsibility and all associated risks for any business decisions, actions, or omissions made in reliance on any content or output generated by the Products.<\/p>\n<p style=\"padding-left: 40px;\"><strong>3.2. AI Limitations and Disclaimer.<\/strong> If the Products utilize artificial intelligence (AI), machine learning, or similar data-driven technologies, Customer acknowledges and agrees that the output generated by such AI solutions may be inaccurate, incomplete, misleading, or flawed. AI-generated results are inherently probabilistic and must not be considered definitive, reliable, or a substitute for human review and professional judgment. The Customer must independently verify the accuracy and suitability of any AI-generated results before relying upon them. To the maximum extent permitted by applicable law, Softera disclaims any and all liability for any damage, losses, or negative outcomes arising directly or indirectly from Customer\u2019s use of, or reliance upon, AI-generated content or any decisions executed based on such results.<\/p>\n<p><strong>4. Verifying Compliance<\/strong><\/p>\n<p style=\"padding-left: 40px;\"><strong>4.1. Telemetry and Monitoring<\/strong>. The Customer acknowledges and agrees that Softera may utilize telemetry, diagnostic tools, and system logs to continuously monitor the Customer\u2019s access to and usage of the Products. This usage monitoring is conducted strictly for the purposes of maintaining platform security, ensuring operational control, optimizing performance, and verifying the Customer&#8217;s compliance with applicable licensing metrics, user limits, and the terms of this Agreement.<\/p>\n<p style=\"padding-left: 40px;\"><strong>4.2. On-Premises Audit<\/strong>. For Software installed On-Premises, the Customer must maintain complete and accurate records relating to the installation, configuration, and use of the Products. At Softera\u2019s expense, Softera may verify Customer\u2019s compliance with this Agreement at any time upon thirty (30) days\u2019 prior written notice. Softera may engage an independent auditor under nondisclosure obligations to perform the verification. Customer agrees to promptly provide any information, system reports, and logical access that Softera or the auditor reasonably requests to verify compliance.<\/p>\n<p style=\"padding-left: 40px;\"><strong>4.3. Remedies for Non-Compliance.<\/strong> If a verification or monitoring reveals any unlicensed use or usage exceeding the purchased metrics, the Customer must, within thirty (30) days, order and pay for sufficient licenses to cover the period of its unlicensed use. If the unlicensed use exceeds five percent (5%) of the Customer\u2019s total authorized use, the Customer must also reimburse Softera for the reasonable costs incurred in conducting the verification, without limiting any other remedies available to Softera under law or this Agreement.<\/p>\n<p><strong>5. Customer Data, Security, and Processing<\/strong><\/p>\n<p style=\"padding-left: 40px;\"><strong>5.1. Customer Responsibilities. <\/strong>The Customer retains all rights, title, and interest in and to the data, information, or material uploaded, processed, or stored using the Products (\u201cCustomer Data\u201d). The Customer is solely and strictly responsible for the legality, accuracy, quality, integrity, and right to upload, process, and use the Customer Data. The Customer represents and warrants that it has obtained all necessary consents, licenses, and permissions required to upload the Customer Data into the Products without violating any applicable laws, intellectual property rights, or privacy rights of any third party.<\/p>\n<p style=\"padding-left: 40px;\"><strong>5.2. Security Standard and Disclaimer.<\/strong> Softera will implement and maintain commercially reasonable efforts, including technical and organizational measures, designed to protect Customer Data against accidental loss, alteration, or unauthorized access within Softera\u2019s own controlled infrastructure. The Customer is solely responsible for administering its own users, safeguarding account credentials, and configuring appropriate access rights. Softera is not responsible for any unauthorized access, data loss, or breach resulting from compromised Customer credentials, phishing, or the Customer&#8217;s failure to enforce internal security policies. The Customer also acknowledges that no software or digital infrastructure is entirely secure. To the maximum extent permitted by applicable law, Softera provides no guarantees regarding absolute security and explicitly disclaims any and all liability for data loss, data corruption, unauthorized access, security breaches, or any loss of access to the Customer Data resulting from the suspension or termination of Softera or underlying Microsoft licenses due to Customer&#8217;s breach of this Agreement or Microsoft policies. The Customer is solely responsible for maintaining independent, secure backups of all Customer Data.<\/p>\n<p style=\"padding-left: 40px;\"><strong>5.3. Privacy Policy and DPA.<\/strong> To the extent the processing of Customer Data involves personal data, Softera and the Customer will comply with all applicable data protection laws. Softera\u2019s handling and processing of such personal data are governed by the Softera Privacy Policy (available at <a href=\"https:\/\/www.softera.lt\/en\/privacy-policy\/\">https:\/\/www.softera.lt\/en\/privacy-policy<\/a>). To the extent required under applicable data protection laws, the parties shall enter into a Data Processing Agreement (\u201cDPA\u201d). In the absence of such a DPA, the processing of personal data shall be governed by applicable data protection laws.<\/p>\n<p style=\"padding-left: 40px;\"><strong>5.4. Suspension of Access and Microsoft Policies<\/strong>. Customer acknowledges that ongoing access to the Products and the Customer Data is strictly contingent upon the Customer&#8217;s compliance with this Agreement and all applicable Microsoft licensing policies. If Softera or Microsoft suspends or terminates the Customer&#8217;s licenses due to a breach (including, but not limited to, non-payment or violation of acceptable use policies), the Customer may immediately lose access to the Products and all associated Customer Data. Softera shall bear no responsibility or liability whatsoever for any resulting data loss, business interruption, or inability to access Customer Data during any such suspension.<\/p>\n<p><strong>6. Confidentiality<\/strong><\/p>\n<p style=\"padding-left: 40px;\"><strong>6.1. Confidential Information.<\/strong> \u201cConfidential Information\u201d means non-public information that is designated \u201cconfidential\u201d or that a reasonable person should understand is confidential, including, but not limited to, Softera\u2019s source code, underlying algorithms, software architecture, pricing, business plans, Customer Data, and the specific terms of this Agreement or any Order Form. Confidential Information does not include information that:<\/p>\n<p style=\"padding-left: 80px;\">a) becomes publicly available without a breach of a confidentiality obligation;<br \/>\nb) the receiving party received lawfully from another source without a confidentiality obligation;<br \/>\nc) is independently developed without use of the disclosing party&#8217;s Confidential Information; or<br \/>\nd) is a voluntary comment, feedback, or suggestion about the other party\u2019s business, products, or services.<\/p>\n<p style=\"padding-left: 40px;\"><strong>6.2. Protection of Confidential Information.<\/strong> Each party will take reasonable steps to protect the other\u2019s Confidential Information and will use the other party\u2019s Confidential Information only for purposes of the parties\u2019 business relationship under this Agreement. Neither party will disclose Confidential Information to third parties, except to its employees, Affiliates, and contractors (\u201cRepresentatives\u201d), and then only on a need-to-know basis under nondisclosure obligations at least as protective as those contained in this Agreement. Each party remains strictly responsible for the use of Confidential Information by its Representatives.<\/p>\n<p style=\"padding-left: 40px;\"><strong>6.3. Disclosure Required by Law.<\/strong> A party may disclose the other party\u2019s Confidential Information if compelled by law, court order, or governmental authority, provided that it promptly notifies the other party in advance (if legally permissible) to enable the other party to seek a protective order or otherwise contest the disclosure.<\/p>\n<p style=\"padding-left: 40px;\"><strong>6.4. Duration.<\/strong> The obligations of confidentiality will survive the expiration or termination of this Agreement for a period of two (2) years; provided, however, that the obligations regarding Customer Data shall continue until deleted, and obligations pertaining to Softera&#8217;s trade secrets and source code shall survive indefinitely.<\/p>\n<p style=\"padding-left: 40px;\"><strong>6.5. Separate Confidentiality Agreement<\/strong>. If the Customer and Softera have mutually executed a separate, standalone Non-Disclosure (Confidentiality or alike) Agreement that remains in effect, the terms of that separate written agreement shall govern the exchange and protection of Confidential Information and shall supersede this Section 6 to the extent of any conflict or inconsistency.<\/p>\n<p><strong>7. Warranties and Disclaimers<\/strong><\/p>\n<p style=\"padding-left: 40px;\"><strong>7.1. &#8220;As-Is&#8221; and &#8220;As Available&#8221; Provision.<\/strong> To the maximum extent permitted by applicable law, the Products (including all Online Services, Software, output, and related documentation) are provided to the Customer strictly on an &#8220;AS IS&#8221; and &#8220;AS AVAILABLE&#8221; basis, without any guarantees, conditions, or representations of any kind. Softera does not guarantee that the operation of the Products will be uninterrupted, error-free, entirely secure, or that any errors or defects will be corrected. Customer accesses and uses the Products entirely at its own risk.<\/p>\n<p style=\"padding-left: 40px;\"><strong>7.2. Disclaimer of All Warranties.<\/strong> SOFTERA EXPLICITLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THIS INCLUDES, BUT IS NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOFTERA MAKES NO WARRANTY REGARDING THE ACCURACY, RELIABILITY, COMPATIBILITY, OR SUITABILITY OF THE PRODUCTS FOR THE CUSTOMER&#8217;S SPECIFIC BUSINESS NEEDS OR REGULATORY REQUIREMENTS. No oral or written information or advice given by Softera, its Affiliates, or its Partners shall create a warranty or in any way increase the scope of Softera&#8217;s obligations under this Agreement.<\/p>\n<p><strong>8. Defense of Third-Party Claims (Indemnification)<\/strong><\/p>\n<p style=\"padding-left: 40px;\"><strong>8.1. Customer&#8217;s Obligation to Indemnify.<\/strong> To the maximum extent permitted by applicable law, the Customer agrees to defend, indemnify, and hold harmless Softera, its Affiliates, and their respective directors, officers, employees, and agents from and against any and all third-party claims, demands, suits, proceedings, damages, liabilities, costs, and expenses (including reasonable attorneys&#8217; fees) arising out of or related to:<\/p>\n<p style=\"padding-left: 80px;\">a) the legality, accuracy, or use of any Customer Data, including claims that Customer Data infringes or misappropriates a third party\u2019s intellectual property rights or violates applicable privacy laws;<br \/>\nb) Customer\u2019s violation of any applicable local, national, or international law, regulation, or industry standard;<br \/>\nc) Customer\u2019s use or misuse of the Products, including reliance on AI-generated output or decisions made based on the Products; or<br \/>\nd) Customer&#8217;s material breach of the restrictions, obligations, or acceptable use policies outlined in this Agreement.<\/p>\n<p style=\"padding-left: 40px;\"><strong>8.2. Defense Process.<\/strong> Softera will promptly notify the Customer in writing of any claim subject to indemnification; however, a delay in providing such notice shall not relieve the Customer of its indemnification obligations unless the delay materially prejudices the Customer\u2019s defense. The Customer will have the right to control the defense and settlement of the claim. Softera agrees to provide the Customer with reasonable assistance, at the Customer\u2019s expense. The Customer may not settle any claim that requires Softera to admit liability, pay money, or take (or refrain from taking) any action without Softera\u2019s prior written consent. Softera reserves the right to participate in the defense of any claim with its own counsel at its own expense.<\/p>\n<p><strong>9. Limitation of Liability<\/strong><\/p>\n<p style=\"padding-left: 40px;\"><strong>9.1. Exclusion of Indirect Damages.<\/strong> TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SOFTERA, ITS AFFILIATES, OR ITS PARTNERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES. THIS EXCLUSION APPLIES EXPLICITLY TO ANY LOSS OF REVENUE, LOST PROFITS, LOSS OF ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR ANY LOSS, CORRUPTION, OR COMPROMISE OF DATA, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), AND EVEN IF SOFTERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.<\/p>\n<p style=\"padding-left: 40px;\"><strong>9.2. Maximum Liability Cap.<\/strong> SUBJECT TO APPLICABLE LAW, SOFTERA\u2019S MAXIMUM, AGGREGATE LIABILITY TO CUSTOMER FOR ANY AND ALL CLAIMS, DAMAGES, OR LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PRODUCTS, OR ANY PROFESSIONAL SERVICES PROVIDED HEREUNDER SHALL BE STRICTLY LIMITED TO THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO SOFTERA (OR ITS AUTHORIZED PARTNER) FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. FOR PRODUCTS OR SERVICES PROVIDED FREE OF CHARGE, SOFTERA\u2019S LIABILITY IS STRICTLY LIMITED TO ZERO (0) EUR, OR THE ABSOLUTE MINIMUM AMOUNT PERMITTED BY APPLICABLE LAW.<\/p>\n<p style=\"padding-left: 40px;\"><strong>9.3. Applicability.<\/strong> The limitations and exclusions in this section apply to all claims relating to this Agreement, including breach of contract, breach of warranty, strict liability, negligence, and other torts. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy provided herein.<\/p>\n<p><strong>10. Partners, Pricing, and Payment<\/strong><\/p>\n<p style=\"padding-left: 40px;\"><strong>10.1. Authorized Partners and Pricing.<\/strong> Customer may place orders for the Products directly with Softera or through a Softera-authorized reseller or partner (\u201cPartner\u201d), or via Microsoft AppSource, where applicable. If the Customer purchases the Products through a Partner, all pricing, subscription fees, payment terms, and billing structures are strictly established by and governed under a separate agreement or order form concluded directly between the Customer and the Partner. Softera is not a party to the financial terms agreed upon between the Customer and the Partner. For direct purchases from Softera, pricing and payment terms will be set forth in the applicable Softera Order Form or other separate agreement concluded between the Customer and Softera.<\/p>\n<p style=\"padding-left: 40px;\"><strong>10.2. Partner Limitations.<\/strong> Partners are independent entities and are not legal agents or representatives of Softera. No Partner is authorized to modify the terms of this Agreement, grant any customized licenses, make any representations or warranties on behalf of Softera, or bind Softera to any Service Level Agreements (SLAs), support obligations, or liabilities. Any additional terms, guarantees, or support commitments offered by a Partner are solely the responsibility of that Partner and apply exclusively between the Customer and the Partner.<\/p>\n<p><strong>11. Term, Termination, and Discontinuation<\/strong><\/p>\n<p style=\"padding-left: 40px;\"><strong>11.1. Term.<\/strong> The duration of the Customer\u2019s license or subscription to access and use the Products (the &#8220;Term&#8221;) and any applicable minimum commitment periods shall be specified in the applicable Softera Order Form, the relevant invoice, or a separate agreement concluded between the Customer and Softera (or an authorized Partner). For subscription-based Products, the Term shall automatically renew for successive periods unless the Customer terminates the subscription in accordance with the notice periods and conditions specified in the applicable Order Form or separate agreement. Such automatic renewal occurs regardless of whether the subsequent invoice is paid at the time of renewal. For perpetual On-Premises Software licenses, the Term is perpetual upon full payment unless terminated earlier due to breach or voluntarily discontinued by the Customer.<\/p>\n<p style=\"padding-left: 40px;\"><strong>11.2. End of Life (EOL) and Discontinuation.<\/strong> Notwithstanding any term, commitment, or subscription period stated in this Agreement, any Order Form, or any other agreement, Softera is under no legal obligation to indefinitely continue the development, licensing, hosting, or provision of any Softera Product or any of its features. Softera reserves the unilateral right, at its sole discretion, to deprecate, suspend, or permanently discontinue the licensing or availability of any Product (or specific features thereof) at any time. In the event Softera decides to entirely discontinue a Product, Softera will provide the Customer with at least one hundred and eighty (180) days\u2019 prior written notice.<\/p>\n<p style=\"padding-left: 40px;\"><strong>11.3. Effect of Discontinuation and Non-Renewal.<\/strong> If Softera exercises its right to discontinue a Product or any of its features under Section 11.2. prior to the expiration of the Customer&#8217;s prepaid subscription term, the Customer\u2019s sole and exclusive remedy (and Softera&#8217;s entire liability) shall be limited to a pro-rata refund of any prepaid, unused fees covering the remainder of the subscription term following the effective date of discontinuation. Furthermore, Softera reserves the right, at its sole discretion, not to renew or extend any license or subscription upon the expiration of the current Term, without any obligation to provide justification, notice, or compensation, except where a separate written agreement between the parties specifies limitations or procedure for this right. Upon any termination, discontinuation or non-renewal, the Customer must immediately cease all use of the affected Products and securely delete all copies of the Software from its systems.<\/p>\n<p><strong>12. Modifications to this Agreement<\/strong><\/p>\n<p style=\"padding-left: 40px;\"><strong>12.1. Right to Modify and Notice<\/strong>. Softera reserves the right to unilaterally modify, amend, or update this Agreement at any time at its sole discretion. Softera will make reasonable efforts to notify the Customer of any material changes (for example, by sending an email, displaying a notification within the Online Services, or posting the updated EULA on the Softera website). Any modifications will become effective immediately upon posting or on the specific effective date indicated in the notice.<\/p>\n<p style=\"padding-left: 40px;\"><strong>12.2. Acceptance of Changes<\/strong>. The Customer\u2019s continued access to or use of the Products after the effective date of any such modifications constitutes the Customer\u2019s full and binding consent to the updated Agreement. If the Customer does not agree to the amended terms, the Customer\u2019s sole and exclusive remedy is to immediately cease all use of the Products and terminate their applicable Order Form or other separate agreement concluded between the Customer and Softera.<\/p>\n<p><strong>13. Miscellaneous<\/strong><\/p>\n<p style=\"padding-left: 40px;\"><strong>13.1. Force Majeure<\/strong>. Softera shall not be held liable or responsible to the Customer, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond Softera\u2019s reasonable control. Such circumstances include, without limitation: acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities, terrorist threats or acts, riots or other civil unrest, national emergencies, strikes, telecommunications breakdowns, internet outages, cyberattacks, or power outages (including failures or downtime of underlying third-party infrastructure such as Microsoft platforms).<\/p>\n<p style=\"padding-left: 40px;\"><strong>13.2. Applicable Law and Dispute Resolution<\/strong>. This Agreement, and any disputes or claims arising out of or in connection with it or its subject matter, shall be governed by and construed strictly in accordance with the laws of the Republic of Lithuania, without giving effect to any choice or conflict of law provision or rule. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement. Any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in the competent courts of the Republic of Lithuania, and each party irrevocably submits to the exclusive jurisdiction of such courts.<\/p>\n<p style=\"padding-left: 40px;\"><strong>13.3. Severability.<\/strong> If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement. The parties agree to replace the invalid provision with a valid provision that best reflects the original economic and legal intent of the parties.<\/p>\n<p style=\"padding-left: 40px;\"><strong>13.4. Waiver.<\/strong> No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof.<\/p>\n<p style=\"padding-left: 40px;\"><strong>13.5. Independent Contractors.<\/strong> The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties.<\/p>\n<p><strong>14. Definitions<\/strong><\/p>\n<p><strong>\u201cAffiliate\u201d<\/strong> means any legal entity that controls, is controlled by, or is under common control with a party.<\/p>\n<p><strong>\u201cCustomer Data\u201d<\/strong> means all data, including all text, sound, video, or image files, and documents, that are provided to Softera by, or on behalf of, Customer through the use of the Products.<\/p>\n<p><strong>\u201cOnline Services\u201d<\/strong> means Softera-hosted or cloud-based services (Software-as-a-Service) to which the Customer subscribes under this Agreement. It does not include Software provided for installation on the Customer&#8217;s own infrastructure.<\/p>\n<p><strong>\u201cOrder Form\u201d<\/strong> means any ordering document, digital purchasing portal submission, e-mail request or agreement through which the Customer formally acquires a license, subscription, or access rights to the Products.<\/p>\n<p><strong>\u201cPartner\u201d<\/strong> means a third-party company or reseller that Softera has authorized to distribute, sell, and support the Products to end customers.<\/p>\n<p><strong>\u201cProduct\u201d<\/strong> or <strong>\u201cProducts\u201d<\/strong> means all Software and Online Services that Softera offers and licenses under this Agreement, including any updates, patches, and associated documentation.<\/p>\n<p><strong>\u201cSoftware\u201d<\/strong> means licensed copies of Softera software provided in object code format for on-premise installation or deployment within the Customer\u2019s own digital infrastructure. Software does not include Online Services, but Software may interface or interoperate with an Online Service.<\/p>\n        <\/div>\r\n    <\/div>\r\n<\/div>\r\n\r\n","protected":false},"excerpt":{"rendered":"","protected":false},"author":1,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"_acf_changed":false,"inline_featured_image":false,"footnotes":""},"class_list":["post-2725","page","type-page","status-publish","hentry"],"acf":[],"_links":{"self":[{"href":"https:\/\/www.softera.lt\/en\/wp-json\/wp\/v2\/pages\/2725","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.softera.lt\/en\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/www.softera.lt\/en\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/www.softera.lt\/en\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/www.softera.lt\/en\/wp-json\/wp\/v2\/comments?post=2725"}],"version-history":[{"count":4,"href":"https:\/\/www.softera.lt\/en\/wp-json\/wp\/v2\/pages\/2725\/revisions"}],"predecessor-version":[{"id":2786,"href":"https:\/\/www.softera.lt\/en\/wp-json\/wp\/v2\/pages\/2725\/revisions\/2786"}],"wp:attachment":[{"href":"https:\/\/www.softera.lt\/en\/wp-json\/wp\/v2\/media?parent=2725"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}