Before purchasing a commercial license of Headwind MDM software, you must carefully read and agree to these terms and conditions. By paying the Headwind MDM invoice, you confirm your agreement to these terms and conditions.
TL; DR
Enterprise: You’re purchasing the software together with its source code. There’s no limitations on the software usage.
The source code is (yet) confidential. We kindly ask you not to publish it.
You’re purchasing the deployment and support services. The support is provided for one domain (installation) within one year.
Premium: The software is licensed to use on a single domain, otherwise there’s no limitations on the software usage.
DISCLAIMER
Updates may contain bugs! We do our best to avoid issues, but it is you, and only you, who is responsible for the stable work of your Enterprise MDM server! Making a backup before each update and following the update rules will make your life easier.
1. Subject
Headwind Computer Systems & Communication Equipment Software Design FZE, a Free Zone Entity with its principal place of business at Duqe Square Business Center, Quarter Deck, Mina Rashid, QE2, Dubai, UAE (“Licensor”), grants you (“Licensee”) a non-exclusive, transferable, sublicensable, irrevocable license (the “License”) to use Headwind MDM Premium Edition or Headwind MDM Enterprise Edition (“Software”).
Licensor reserves for itself all other rights and interest not explicitly granted under these terms.
These terms and conditions are accepted in full by the Licensee by paying the license fee as per Licensor’s price list.
2. Permitted uses
Licensee may install, use, deploy, backup, modify the Software, or create any derivative from the Software according to the Apache License 2.0 [https://www.apache.org/licenses/LICENSE-2.0] and taking into account additional conditions:
• Licensee should treat the source code of the Software as a confidential information, in particular, should not publish the source code of the Software or any derivative works from the Software in a public repository, or make it available for an indefinite amount of people in any other way.
• Licensee should require his counterparties getting the source code of the Software or any derivative works from the Software to keep it confidential in the same way as the Licensee himself.
• Licensee should use the Software in compliance with all applicable Laws of the country(countries) where the Software is operated.
Licensee may sell, resell, lease, or otherwise commercially use the Software or any derivative works from the Software. The sublicense granted by the Licensee to his sublicensees should include the above listed conditions.
3. Restricted uses
• For Premium Edition, Licensee should not attempt to decompile or modify the Software, or use unauthorized license keys, in order to make it usable on the unlicensed domains.
4. Licensor’s Representations
Licensor is the owner of all Intellectual Property rights included in the Software and granted under in the License, and has the exclusive right to grant the License.
Licensor has properly maintained all its Intellectual Property rights licensed under the License, including paying all applicable registration and maintenance fees.
Licensor has not granted and is not obligated to grant any license to any third party that would conflict with the License under these terms.
To Licensor’s Knowledge, The Software does not infringe the Intellectual Property rights or other rights of any third party.
To Licensor’s Knowledge, no third party is infringing its Intellectual Property rights in the Software.
The Software is not in the public domain.
5. Services
5.1. Training and Support Services
Licensor shall, at Licensor’s expense, provide Licensee’s employees with the initial training services necessary and desirable to operate the Software, on days and times the parties agree to in writing, by means of remote communication (email, messengers, remote management tools, phone calls). The training time should not exceed 24 working hours.
Licensor shall provide Licensee with initial deployment of the Software on the server(s) and test mobile devices. The amount of servers should not exceed 2 and the amount of test mobile devices should not exceed 10.
Initial deployment of the Software, as well as further maintenance works, require granting Licensor access to the Licensee’s network. The standard way to access is SSH, other options to access the Licensee’s network, in particular, usage of VPN clients or remote desktop software, should be agreed with the Licensor. Instead of initial deployment services, Licensor can provide Licensee with the setup instructions.
For the 12 month period beginning on the Effective Date, and at Licensor’s own expense, Licensor shall provide Licensee with
- electronic support during Licensor’s normal business hours (Mo.-Fr. 10am – 7pm TBS/GMT+4) in order to help Licensee locate and correct problems with the Software, and
- internet-based support system generally available seven days a week, twenty-four hours a day.
After the initial 12 month support period, Licensee may elect to renew Licensor’s support services under this paragraph for additional 12 month periods, at Licensor’s then-current service rates.
5.2. Updates and Maintenance Services
Licensor shall provide Licensee the access to a software repository containing all updates, extensions, enhancement, modifications, and other changes Licensor makes or adds to the Software and which Licensor offers to other licensees of the Software.
Licensor shall provide Licensee, at Licensor’s sole expense, with bug fixes and code corrections to correct Software malfunctions and defects in order to bring the Software into substantial conformity with its operating specifications.
Licensor may, but will not be required to, provide these maintenance services if Licensee has modified the Software code or configuration, or made any changes in the underlying infrastructure (including, but not limited to, operating system, hardware, or network), without prior agreement with Licensor.
5.3. Customization Services
Upon the Licensee’s request, Licensor shall provide Licensee with Rebranding (changing the software name and logo) and Adaptation (help with the software deployment on a custom device) services. The service includes one rebranding and adaptation to one custom device.
Prior to purchasing the Software, Licensee should agree the Adaptation service terms with Licensor. Licensor may refuse to implement the Adaptation service requested after purchasing the Software, if the Adaptation is technically impossible or requires development efforts exceeding 24 working hours.
6. License transfer
The Licensor may, but is not obliged, to provide Licensee with the initial deployment and training services prior to payment of the License fee in order to demonstrate the quality of the Software.
Licensor does his best to bring the Software in line with Licensee’s requirements and expectations before the purchase. By paying the License Fee, the Licensee confirms that the Program works efficiently and in full accordance with his expectations.
The license rights are transferred to the Licensee after the receipt of the amount of the License fee to the Licensor’s bank account.
7. Licensor’s disclaimer
The Software is provided “as is”, and may contain minor faults, defects, bugs, and errors, not breaking the Software substantial conformity with its operating specifications and Licensee’s requirements.
Licensor does his best to make the Software compatible with most mobile devices. However the Software functions may be limited by the mobile device manufacturers. Licensor disclaims the compatibility of the Software on each and every mobile device, and is not obliged to update the Software to make it properly functioning on any specific device, except for devices agreed and tested with Licensee prior to transfer of license rights.
Licensor is not obliged to update the Software to meet the Licensee’s expectations or requirements arising after the transfer of license rights, neither for free nor for an additional fee.
Despite the license doesn’t restrict the amount of mobile devices connected to the server, Licensor doesn’t guarantee proper Software work on high-load systems. If you expect to host more than 5.000 devices, you should consult with an expert in high-load systems and make tests prior to purchasing the Software.
Unless otherwise listed in these terms, Licensor does not make any warranty regarding the Software, which includes that Licensor disclaims to the fullest extent authorized by Law any and all other warranties, whether express or implied, including any implied warranties of title, non-infringement, quiet enjoyment, integration, merchantability or fitness for a particular purpose.
Licensor will retain exclusive interest in and ownership of its Intellectual Property rights in and to the Software and expressly reserves all rights not expressly granted under this agreement.
Licensor disclaims to the fullest extent the liability for the software operation by the Licensee which violates the laws of the country (countries) where the software is operated.
In no event shall the Licensor’s aggregate liability exceed the amounts actually paid by Licensor.
8. Operating system and network requirements
Stable work of the Software requires proper hardware, operating system (OS) and networking requirements. The most common requirements are provided on the installation web page.
If the Licensee’s OS or network differs from those recommended, Licensee should provide Licensor with the detailed description of his server infrastructure, and check with Licensor’s if it is suitable for hosting the Software, otherwise Licensor cannot guarantee stable work of the Software.
9. Delivery terms
The Licensor should deliver the Software and accompanying services to the Licensee within the following terms after the receipt of the License payment in full:
- The License key and/or the Source code: 3 business days;
- Deployment services: 3 business days;
- Customization services: 20 business days;
- Training services: 20 business days.
10. Refund
The Licensor makes every possible effort to ensure that the Licensee is convinced of the quality of the Software and its suitability for its own needs before payment.
The Licensee has the right to request a refund within 14 days after the purchase of the Software, in particular, if it turns out that the Software was purchased by mistake and/or does not meet the Licensee’s expectations.
Refund immediately terminates these terms. Licensee shall
- return to Licensor all originals of the information, documents, equipment, files, and other property, including Intellectual Property, it received from Licensor,
- destroy all copies of Licensor’s of the information, documents, equipment, files, and other property, including Intellectual Property, it made, and
- on Licensor’s request, certify to Licensor in writing that it destroyed all these copies.
Termination of these terms does not exempt the Licensee from the requirement to keep the Software source code confidential within 5 years after purchasing the Software.