# Logonomic End User Licence Agreement ### 1. Agreement and acceptance This End User Licence Agreement (the "Agreement") is between Varinomics Ltd ("Varinomics") and the person or organisation that lawfully acquires the Software ("you"). If you accept this Agreement for an organisation, you represent that you have authority to bind that organisation. This Agreement applies only if it is presented to you as part of an authorised acquisition or installation process and you accept it through the acceptance method specified by Varinomics. If you do not accept it, do not install, copy, or use the Software and follow the seller's or distributor's instructions for cancellation or return, if applicable. ### 2. Licensor and Software The licensor is Varinomics Ltd, a company incorporated in Cyprus under registration number HE 434980, with registered office at Agiou Athanasiou 59, 4102 Limassol, Cyprus. "Software" means the Logonomic executable software, the accompanying documentation, and any Varinomics-owned components and updates delivered under this Agreement. It does not include Third-Party Materials as defined below. "Product/Order Schedule" means the product-specific schedule, order, entitlement record, or other authorised Varinomics document supplied for a particular acquisition. It identifies the licence grant, covered product and version, licensed user or organisation, permitted users and devices, term, fees, update entitlement, and any other commercial scope. This Agreement contains the general terms only and does not grant a licence without an applicable Product/Order Schedule. "Third-Party Materials" means libraries, plugins, fonts, icons, assets, and other materials distributed with or used by Logonomic under separate licence terms. The release package identifies those materials in its legal directory, including its third-party notices, licence texts, and source-access material. ### 3. Third-Party Materials and controlling terms Third-Party Materials are licensed by their respective copyright holders under the terms identified for them in the release package. Those separate terms, not this Agreement, govern your use, copying, modification, and distribution of the Third-Party Materials. If this Agreement conflicts with an applicable third-party licence, the third-party licence controls for the affected material. Nothing in this Agreement restricts a right that an applicable third-party licence grants you. Qt libraries and plugins included with Logonomic are distributed under the GNU Lesser General Public License version 3 only (LGPL-3.0-only). For the Qt portions, and to the extent provided by that licence, you may: - modify the Qt portions contained in the combined work; - reverse engineer the combined work for the purpose of debugging those modifications; - replace the Qt shared libraries with interface-compatible modified versions; - recombine or relink the application with a modified Qt version when the release's compliance materials provide that route; and - install and execute the resulting modified combined work, including by using any Installation Information that LGPL-3.0-only and GNU GPL version 3 require Varinomics to provide. The release package's legal directory must provide the applicable GNU licence texts and identify the corresponding source, build or modification material, relinking or replacement instructions, and Installation Information supplied for the exact Qt binaries in that release. This Agreement does not require you to waive, and Varinomics will not use its restrictions or termination remedies to override, the rights you receive under LGPL-3.0-only or another controlling third-party licence. ### 4. Product/Order Schedule and licence grant Each licence is granted only by its applicable Product/Order Schedule. Subject to your compliance with this Agreement and that Product/Order Schedule, Varinomics grants the non-exclusive, non-transferable except as section 15 and mandatory law permit, non-sublicensable right described in the Schedule to: - install and use the covered Software on the permitted devices for the permitted internal personal or business purposes; and - make the number of backup, disaster-recovery, and internal-testing copies stated in the Schedule, or one such copy if the Schedule does not state a number. The Product/Order Schedule controls the licensed users, devices, organisations, versions, territory, duration, fees, evaluation rights, and other commercial scope. A perpetual licence continues until terminated under this Agreement. A fixed-term or subscription licence ends when the term stated in its Schedule expires. Describing this Agreement as continuing until terminated does not extend a licence beyond the duration stated in its Schedule. ### 5. Ownership and reservation of rights The Software is licensed, not sold. Varinomics and its licensors retain all right, title, and interest in the Software and all intellectual-property rights in it. You receive only the limited rights expressly granted by this Agreement and the separate rights granted for Third-Party Materials. No ownership in the Software transfers to you. ### 6. Restrictions Except as this Agreement, a controlling third-party licence, or mandatory law expressly permits, you must not: - distribute, publish, sublicense, rent, lease, loan, or otherwise make the proprietary portions of the Software available to a third party; - copy the proprietary portions except as permitted by the licence grant; - modify, adapt, translate, or create derivative works from the proprietary portions; - reverse engineer, decompile, or disassemble the proprietary portions; or - remove, obscure, or alter proprietary notices or identifiers. These restrictions do not apply to Third-Party Materials, do not limit the Qt rights stated in section 3, and do not apply where mandatory law permits the activity notwithstanding a contractual restriction. You must not use the Software in violation of applicable law. ### 7. Updates, upgrades, and support This Agreement does not itself promise optional support, maintenance, feature updates, or upgrades. Any entitlement to those services is stated in the applicable Product/Order Schedule, support term, or written offer from Varinomics. An optional update may replace or supplement an earlier version and may be accompanied by additional terms, but no additional terms may restrict rights that control under an applicable third-party licence. Optional support, feature-update, and upgrade entitlements are distinct from any update, security correction, remedy, or other measure that Varinomics must provide to keep the Software in conformity or satisfy another obligation that applicable law does not permit the parties to exclude. Expiry of an optional service or update entitlement does not limit such mandatory obligations. Unless the applicable entitlement or order states otherwise, expiry or non-renewal of support ends only the right to future support and updates; it does not terminate the licence for versions already lawfully delivered. ### 8. Term and termination This Agreement begins when you accept it and continues until terminated. Varinomics may terminate it by written notice if you materially breach it and do not cure the breach within thirty days after receiving notice describing the breach. A breach that cannot be cured may be grounds for immediate termination where applicable law permits. When this Agreement terminates, you must stop using and delete or return all copies of the proprietary portions of the Software. Termination does not affect accrued rights, terms that by their nature survive, mandatory rights, or rights in Third-Party Materials that continue under their controlling licences. Sections 3, 5, 6, 9, 10, 12, 13, and 15 survive to the extent their nature requires. ### 9. Warranties and disclaimer To the maximum extent permitted by applicable law, the Software is provided "as is" and "as available." Varinomics disclaims all warranties and conditions, whether express, implied, or statutory, including warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation. This section does not exclude any warranty, remedy, or guarantee that cannot be excluded under applicable law. Any express limited warranty or remedy included in an applicable order or consumer offer prevails over this disclaimer to the extent of a conflict. ### 10. Limitation of liability To the maximum extent permitted by applicable law, Varinomics and its suppliers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive loss, or for loss of profits, revenue, opportunity, goodwill, data, or business continuity, arising out of or relating to the Software or this Agreement, even if advised that such loss was possible. To the maximum extent permitted by applicable law, Varinomics's total aggregate liability arising out of or relating to the Software, this Agreement, or a Product/Order Schedule will not exceed the total fees you paid for the affected licence or order. The exclusions and cap do not apply to liability that cannot lawfully be excluded or limited, including any mandatory liability for fraud, fraudulent misrepresentation, wilful misconduct, gross negligence, death, or personal injury to the extent applicable law so provides. ### 11. Export controls and sanctions You must comply with export-control, trade-control, and sanctions laws that apply to your acquisition, possession, transfer, or use of the Software, including applicable laws of the European Union and the Republic of Cyprus. You must not export, re-export, transfer, provide, or use the Software where applicable law prohibits that activity or requires an authorisation that has not been obtained. Varinomics does not represent that the Software may lawfully be acquired or used in every country or by every person. You are responsible for determining the rules that apply to you, without limiting obligations that applicable law places directly on Varinomics. ### 12. Mandatory and consumer rights Nothing in this Agreement excludes, restricts, or modifies a right, remedy, guarantee, or liability that applicable law does not allow the parties to exclude, restrict, or modify. If you are a consumer, mandatory consumer law in your country of residence may give you additional rights and may override terms of this Agreement, including terms about warranties, remedies, termination, governing law, and forum. ### 13. Governing law and forum Subject to section 12, this Agreement is governed by the laws of the Republic of Cyprus, excluding its conflict-of-laws rules, and the courts of Cyprus have exclusive jurisdiction over disputes arising out of or relating to it. This choice does not deprive a consumer of mandatory protections of the law of the consumer's habitual residence or of a court forum that mandatory law makes available. ### 14. Contact - Varinomics Ltd, HE 434980 - Registered office: Agiou Athanasiou 59, 4102 Limassol, Cyprus - Email: info@varinomics.com ### 15. General You may not assign or transfer this Agreement or a licence without Varinomics's prior written consent, except where applicable law permits a transfer notwithstanding that restriction. If mandatory law permits a transfer, contact `info@varinomics.com` to identify the affected licence or order and request the applicable administrative transfer record. Software-lock-enabled releases require permanent, device-bound offline activation. Removing an installation registration from the associated Logonomic account releases one server-side installation slot and ends that registration's eligibility for future updates and online services, but does not contact or erase the existing installation or activation. After fresh authentication, named-user reassignment initially occurs through support and transfers future device-nomination authority to the new named user, ending the former named user's authority. The transferor must stop using and delete retained copies of the proprietary Software, transfer the available proof of entitlement, and ensure the recipient accepts the terms that lawfully apply to the transferred licence. This administrative process does not narrow or delay a transfer right provided by mandatory law. Varinomics may assign this Agreement to a successor in connection with a merger, reorganisation, or transfer of the relevant business or assets. If a provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain effective. This Agreement, together with any applicable order, entitlement, and terms expressly incorporated into it, is the entire agreement about the Software and supersedes prior communications on that subject. A negotiated written agreement signed by authorised representatives prevails over this Agreement to the extent of a conflict.