GP-Cloud On-Premise End User License Agreement

Last updated: 14 September 2026

IMPORTANT – PLEASE READ CAREFULLY

This GP-Cloud On-Premise End User License Agreement (the “EULA”) is a legal agreement between GPSPATRON Sp. z o.o., with its registered office at Prosta 20, 00-850 Warsaw, Poland, entered in the Register of Entrepreneurs of the National Court Register under KRS No. 0000991661, NIP 5273018817 (“GPSPATRON” or the “Licensor”), and the legal entity or business acquiring or using the Software (“Licensee”).

This EULA governs the installation and use of GP-Cloud On-Premise software.

By installing, activating, accessing, copying or using the Software, or by expressly accepting this EULA, the Licensee agrees to be bound by its terms.

This EULA is intended for business and professional users. It is not intended as a consumer licence agreement.

1. Definitions

For the purposes of this EULA:

“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.

“Authorized User” means an employee, officer or contractor of the Licensee who is authorized by the Licensee to use the Software solely for the Licensee’s internal business purposes.

“Business Day” means Monday through Friday, excluding public holidays in Poland.

“Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or that, by its nature or the circumstances of disclosure, should reasonably be understood to be confidential. Confidential Information includes, without limitation, source code, software architecture, non-public technical information, security information, pricing, business information, trade secrets and Licensee Data.

Confidential Information does not include information that the receiving party can demonstrate:

a. is or becomes publicly available without breach of this EULA;

b. was lawfully known to the receiving party without confidentiality restrictions before disclosure;

c. was lawfully received from a third party without confidentiality obligations; or

d. was independently developed without use of the disclosing party’s Confidential Information.

“Documentation” means user manuals, installation instructions, technical documentation and other materials made available by GPSPATRON for the Software.

“Evaluation License” means a temporary licence supplied solely for testing, demonstration, proof-of-concept or evaluation purposes.

“Fees” means licence, subscription, Maintenance, support, professional services or other fees payable in connection with the Software.

“License Key” means any licence file, activation code, digital certificate, key or other technical mechanism used to activate or control permitted use of the Software.

“License Metrics” means the technical or commercial limitations applicable to a licence, which may include the number of server instances, devices, probes, sites, users, features, modules or other licensed resources.

“License Term” means the period during which the Licensee is entitled to use the Software.

“Licensee Data” means data, measurements, configuration information, records or other information supplied to or generated within the Licensee’s GP-Cloud On-Premise deployment.

“Maintenance” means Software updates, bug fixes, upgrades and technical support provided by GPSPATRON where such Maintenance has been purchased or is included in the applicable licence.

“Order Form” means a quotation, order confirmation, purchase agreement, licence certificate, statement of work or other commercial document accepted by GPSPATRON that identifies the Software, License Metrics, License Term, Fees or other commercial conditions.

“Release” means an update or version of the Software that GPSPATRON makes generally available to applicable customers.

“Reseller” means a third party authorized by GPSPATRON to resell GPSPATRON products or Software.

“Software” means GP-Cloud On-Premise and any Software components, updates or Releases supplied by GPSPATRON under the applicable licence.

“Third-Party Components” means third-party software, libraries, operating systems, databases, frameworks or other components used with or incorporated into the Software.

2. Agreement Structure and Order of Precedence

The Licensee’s right to use the Software is governed by:

any individually negotiated agreement signed by GPSPATRON and the Licensee;
the applicable Order Form;
this EULA;
the Documentation.

If there is a conflict, the document higher in the above order shall prevail, but only with respect to the conflicting provision.

An Order Form modifies this EULA only where it expressly states the intended modification or is clearly inconsistent with the relevant provision of this EULA.

If the Software is purchased through an authorized Reseller, the Reseller may establish its own commercial conditions concerning invoicing and payment. However, the licence to use the Software remains subject to this EULA.

A Reseller is not authorized to modify this EULA or make warranties, representations or commitments on behalf of GPSPATRON unless GPSPATRON expressly agrees to them in writing.

3. Licence Grant

Subject to payment of all applicable Fees and compliance with this EULA, GPSPATRON grants the Licensee a limited, non-exclusive, non-transferable and non-sublicensable licence to install and use the Software during the applicable License Term:

a. for the Licensee’s internal business purposes;

b. for GNSS signal monitoring, analysis, interference detection, classification, localization, investigation and related purposes supported by the Software; and

c. within the License Metrics specified in the applicable Order Form, licence certificate or License Key.

The Software is licensed, not sold.

No ownership rights in the Software or GPSPATRON intellectual property are transferred to the Licensee.

3.1 Term Licence

Where the Software is provided under a subscription or other fixed-term licence, the licence remains valid only for the applicable License Term and subject to payment of the applicable Fees.

3.2 Perpetual Licence

Where an Order Form expressly identifies the licence as perpetual, the Licensee may continue using the licensed version of the Software indefinitely unless the licence is terminated in accordance with this EULA.

A perpetual licence does not include perpetual Maintenance, support, future Releases or upgrades unless expressly stated in the Order Form.

3.3 Authorized Users

The Licensee may permit Authorized Users to use the Software on its behalf.

The Licensee is responsible for compliance with this EULA by its Authorized Users.

Use by Affiliates is permitted only where expressly included in the applicable Order Form or License Metrics.

4. Delivery, Installation and Activation

Unless GPSPATRON has expressly agreed to provide installation services, GPSPATRON’s obligation is limited to making the Software and applicable Documentation available to the Licensee.

The Licensee is responsible for:

providing suitable server and network infrastructure;
installing and maintaining the required operating system and Third-Party Components;
installing the Software in accordance with the Documentation;
configuring network access, firewalls, storage and backups;
maintaining the security of its infrastructure.

Where requested and agreed, GPSPATRON may provide installation, configuration, integration or training services remotely or on-site for additional Fees.

Reasonable travel and out-of-pocket expenses associated with on-site services may be charged to the Licensee where agreed.

4.1 Licence Activation

The Software may require a License Key.

For activation, the Licensee may be required to generate and provide GPSPATRON with a Server ID or similar technical identifier generated from characteristics of the relevant server environment.

GPSPATRON may use such information for licence generation, licence administration, support and protection against unauthorized use.

The Licensee must not manipulate server identifiers, License Keys or other technical information for the purpose of circumventing License Metrics.

5. Evaluation Licences

GPSPATRON may provide an Evaluation License at its discretion.

Unless otherwise agreed in writing:

an Evaluation License may have limited functionality;
GPSPATRON may limit the duration, number of devices, features or users;
it may be used solely for internal evaluation and testing;
it may not be used in production or for commercial operational purposes;
GPSPATRON may terminate or deactivate it at the end of the evaluation period.

Evaluation Software is provided “as is” to the maximum extent permitted by applicable law and without any commitment to provide Maintenance, support or future availability.

6. Licence Restrictions

Except where expressly permitted by this EULA or mandatory applicable law, the Licensee must not, and must not permit any third party to:

a. copy, reproduce or distribute the Software except for copies reasonably necessary for authorized installation or backup;

b. sell, sublicense, rent, lease, lend, transfer or otherwise make the Software available to another person or legal entity;

c. provide the Software as a service bureau, hosted service, managed service, time-sharing service or other service for third parties unless expressly licensed for that purpose;

d. permit third parties to use the Software for their own independent purposes;

e. share License Keys, access credentials or other activation mechanisms outside the Licensee’s organization;

f. circumvent, disable, alter or interfere with licence enforcement, authentication or security mechanisms;

g. modify, adapt, translate, reverse engineer, decompile or disassemble the Software, or attempt to derive its source code, except to the extent such activity is expressly permitted by mandatory applicable law and cannot legally be restricted;

h. create derivative software based substantially upon the proprietary structure, source code or Confidential Information of the Software;

i. remove, alter or obscure copyright, trademark or other proprietary notices;

j. use the Software beyond the License Metrics;

k. use the Software in violation of applicable law;

l. use the Software for the development of a substantially competing product through unauthorized access to GPSPATRON proprietary technology or Confidential Information;

m. publicly publish benchmarking, performance-testing or comparative test results concerning the Software without GPSPATRON’s prior written consent, except where such restriction is prohibited by mandatory law.

Nothing in this EULA restricts rights that applicable law expressly provides to lawful users of computer software and that cannot validly be waived or excluded by contract.

7. Maintenance and Technical Support

Maintenance and technical support are provided only where included in the applicable subscription or separately purchased.

Unless otherwise specified in an Order Form, active Maintenance may include:

access to generally available Software updates and bug fixes;
access to Releases made available to customers with active Maintenance;
access to the GPSPATRON Customer Support Portal;
reasonable technical assistance concerning reproducible Software issues.

GPSPATRON is not required to publish any minimum number of Releases, updates, new features or enhancements during any period.

GPSPATRON may determine the content, timing and scope of Releases at its discretion.

7.1 Support Hours

Unless otherwise agreed, standard support is provided during normal GPSPATRON business hours on Business Days.

7.2 Support Response

GPSPATRON will use commercially reasonable efforts to respond to properly submitted support requests according to their severity and business impact.

Any response or resolution times communicated by GPSPATRON are targets only and do not constitute guaranteed service levels unless an Order Form or separate SLA expressly states otherwise.

A response time does not constitute a guaranteed resolution time.

7.3 Support Exclusions

Standard support does not include, unless separately agreed:

installation or migration services;
infrastructure administration;
customer network configuration;
operating-system administration;
third-party hardware or software support;
consulting;
custom development;
training;
integration services;
recovery of customer systems or data;
investigation of problems caused by unsupported modifications or configurations.

GPSPATRON may charge its then-current professional-services rates for services outside standard support.

7.4 Supported Versions

GPSPATRON may designate particular Software versions as supported.

The Licensee may be required to install a reasonably current supported Release before GPSPATRON can effectively investigate or resolve a reported issue.

GPSPATRON is not required to maintain or support obsolete versions indefinitely.

8. Licensee Responsibilities

The Licensee is responsible for its On-Premise environment, including:

hardware;
virtual machines;
operating systems;
storage;
databases where separately managed;
local and wide-area networks;
Internet connectivity;
firewall configuration;
cybersecurity;
user administration;
physical security;
system monitoring;
backup and recovery procedures.

The Licensee is responsible for ensuring that its environment complies with the technical requirements specified in the Documentation.

GPSPATRON is not responsible for faults or performance problems caused by:

unsupported infrastructure;
insufficient computing resources;
network failure or latency;
third-party equipment;
incorrect installation or configuration not performed by GPSPATRON;
changes made by the Licensee or third parties;
malware or cyber incidents originating outside the Software;
failure to install relevant updates;
hardware or storage failure;
circumstances outside GPSPATRON’s reasonable control.

8.1 Backups

The Licensee is solely responsible for maintaining appropriate and regularly tested backups of Licensee Data and configuration information.

Unless expressly agreed as a separate service, GPSPATRON does not provide backup or disaster-recovery services for the Licensee’s On-Premise environment.

9. Licensee Data, Privacy and Security

As between GPSPATRON and the Licensee, the Licensee retains all rights in Licensee Data.

The Licensee is responsible for determining:

what data is collected or processed through its deployment;
the lawful basis for such processing;
applicable retention periods;
access rights;
compliance with privacy, employment, telecommunications, surveillance and other applicable laws.

Unless separately configured or agreed, GP-Cloud On-Premise operates within infrastructure controlled by the Licensee, and GPSPATRON does not routinely access Licensee Data.

Where the Licensee requests technical support requiring GPSPATRON to access Licensee Data, the Licensee authorizes such access solely to the extent reasonably necessary to provide that support.

If GPSPATRON processes personal data on behalf of the Licensee and applicable data-protection law requires a data processing agreement, the parties shall enter into an appropriate Data Processing Agreement.

The Licensee must not provide GPSPATRON with personal data or other sensitive information that is unnecessary for the support request.

GPSPATRON will apply reasonable technical and organizational measures to information accessed in connection with support.

10. Fees, Taxes and Payment

The Licensee shall pay the Fees specified in the applicable Order Form, quotation, invoice or agreement.

Unless another payment period is specified, invoices are payable within 15 days from the invoice date.

Fees are exclusive of VAT and other applicable taxes unless expressly stated otherwise.

The Licensee is responsible for applicable transaction taxes, VAT, sales taxes, customs duties and similar charges, except taxes imposed directly on GPSPATRON’s income.

If any undisputed amount remains unpaid after its due date, GPSPATRON may charge statutory interest for delay in commercial transactions at the rate applicable under Polish law.

GPSPATRON may suspend:

Maintenance;
support;
access to updates;
and, in the case of a term or subscription licence, use or activation of the Software,

where an undisputed payment remains overdue after GPSPATRON has provided reasonable notice and an opportunity to cure the non-payment.

Suspension does not release the Licensee from its obligation to pay Fees properly due.

Non-payment of separately purchased Maintenance for a perpetual licence does not by itself terminate the underlying perpetual licence unless Fees for that licence itself remain unpaid or another material breach exists.

11. Confidentiality

Each party shall:

a. protect the other party’s Confidential Information using at least reasonable care;

b. use Confidential Information only for purposes connected with this EULA and the parties’ business relationship;

c. disclose Confidential Information only to personnel, Affiliates, professional advisers or contractors who need to know it and are subject to appropriate confidentiality obligations.

A receiving party may disclose Confidential Information where required by law, court order or regulatory authority, provided that, where legally permitted, it gives the disclosing party reasonable prior notice and cooperates in efforts to limit the disclosure.

Confidentiality obligations shall continue for five years after termination of this EULA.

Obligations relating to trade secrets, source code and information that remains legally protected as a trade secret shall continue for as long as that information qualifies for such protection.

Nothing in this Section prevents either party from seeking appropriate interim or injunctive relief where unauthorized use or disclosure of Confidential Information is threatened or occurring.

12. Intellectual Property Rights

GPSPATRON and its licensors retain all right, title and interest in and to:

the Software;
Releases;
Documentation;
algorithms;
source code and object code;
architecture;
designs;
interfaces;
databases and database structures;
trademarks;
inventions;
know-how;
trade secrets;
improvements and derivative works created by GPSPATRON.

The licence granted under this EULA gives the Licensee only the right to use the Software in accordance with its terms.

No intellectual property rights are assigned to the Licensee.

GPSPATRON, GP-Cloud, related product names and associated marks are trademarks or trade names owned by GPSPATRON or its licensors.

12.1 Feedback

If the Licensee voluntarily provides suggestions, ideas or feedback concerning improvement of the Software, GPSPATRON may use such feedback without restriction or payment, provided that GPSPATRON does not disclose Licensee Confidential Information in doing so.

13. Third-Party Components

The Software may include or interact with Third-Party Components, including open-source software.

Third-Party Components may be subject to their own licence terms.

Where mandatory third-party licence terms apply to a particular component, those terms govern that component to the extent required by the relevant licence.

Nothing in this EULA is intended to restrict rights granted directly to the Licensee under an applicable open-source licence.

GPSPATRON does not assume responsibility for third-party products, services or infrastructure that are not supplied or controlled by GPSPATRON.

14. Limited Warranty

GPSPATRON warrants that:

a. it has the right to license the Software to the Licensee; and

b. for a period of 90 days following initial delivery of the Software, the Software, when properly installed and used in a supported environment, will perform materially in accordance with the applicable Documentation.

The warranty applies only where the Licensee:

uses the Software in accordance with the Documentation;
maintains a supported environment;
has not made unauthorized modifications;
provides sufficient information reasonably necessary to reproduce the reported problem.

If GPSPATRON confirms a material breach of this warranty, GPSPATRON may, at its option:

correct the relevant defect;
provide a reasonable workaround;
replace the affected Software; or
if none of the above is commercially reasonable, terminate the affected licence and refund the applicable prepaid licence Fees in accordance with Section 15.3.

These remedies are the Licensee’s exclusive remedies for breach of the limited Software warranty, to the maximum extent permitted by applicable law.

14.1 Exclusions

The warranty does not apply to problems caused by:

Licensee infrastructure;
unsupported third-party systems;
unauthorized modifications;
incorrect configuration not performed by GPSPATRON;
misuse;
failure to install relevant updates;
operation outside documented technical requirements;
external GNSS or RF conditions;
circumstances outside GPSPATRON’s reasonable control.

15. Disclaimer and GNSS-Specific Limitations

Except for the express warranties stated in this EULA, the Software is provided to the maximum extent permitted by law without other express, implied or statutory warranties.

GPSPATRON does not warrant that:

the Software will operate without interruption;
the Software will be entirely error-free;
all defects will be corrected;
the Software will detect every instance of jamming, spoofing, interference or GNSS anomaly;
classification results will always be correct;
the Software alone will prevent GNSS-related incidents;
the Software will be suitable for every particular operational environment.

GNSS interference and spoofing detection depend on multiple factors, including signal characteristics, RF conditions, antenna systems, receiver configuration, topology, deployment design and the nature of the interference or attack.

The Software is a monitoring, detection and analysis tool. It does not eliminate all risks associated with GNSS dependency.

Unless expressly agreed in writing for a specific application, the Software must not be relied upon as the sole mechanism for making aviation, maritime, rail, power-grid, financial-timing, emergency, life-safety or other safety-critical decisions.

The Licensee remains responsible for designing appropriate system redundancy, operational procedures and risk controls for its use case.

15.1 Intellectual Property Claims

If GPSPATRON reasonably believes that the Licensee’s authorized use of the Software is likely to become subject to a third-party intellectual property infringement claim, GPSPATRON may, at its option:

a. obtain the right for the Licensee to continue using the affected Software;

b. modify the Software so that it is no longer infringing while preserving substantially equivalent functionality;

c. replace the affected functionality; or

d. terminate the affected licence.

For a terminated term licence, GPSPATRON will refund any prepaid licence Fees attributable to the unused remainder of the affected License Term.

For a perpetual licence terminated under this Section, any refund shall be reduced on a straight-line basis over 36 months from initial delivery, and no refund shall be due after 36 months of authorized use.

GPSPATRON has no obligation under this Section where a claim results from:

modification not made or authorized by GPSPATRON;
combination with products or systems not supplied or approved by GPSPATRON where the claim would otherwise not have arisen;
use outside the scope of this EULA or Documentation;
continued use after GPSPATRON has provided a non-infringing replacement or modification;
specifications or instructions supplied by the Licensee.

This Section states GPSPATRON’s exclusive obligations regarding third-party intellectual property infringement claims unless otherwise expressly agreed in writing.

16. Limitation of Liability

Nothing in this EULA excludes or limits liability to the extent such liability cannot lawfully be excluded or limited.

In particular, nothing in this EULA excludes liability for damage intentionally caused by a party where such exclusion is prohibited by applicable law.

16.1 Excluded Losses

To the maximum extent permitted by applicable law, GPSPATRON shall not be liable for:

indirect or consequential loss;
loss of profit;
loss of revenue;
loss of anticipated savings;
loss of business opportunity;
loss of goodwill;
business interruption;
loss arising from decisions made solely on the basis of Software output without appropriate operational verification;
loss or corruption of Licensee Data where the Licensee failed to maintain reasonable backups;
losses resulting from systems, equipment or services outside GPSPATRON’s reasonable control.

This exclusion applies regardless of whether GPSPATRON was informed that such loss might occur.

16.2 Liability Cap

Subject to Section 16.3, GPSPATRON’s total aggregate liability arising out of or in connection with the Software, this EULA and the applicable Order Form shall not exceed:

for a term or subscription licence: the Fees paid or payable for the affected Software during the twelve months immediately preceding the event giving rise to the claim;

for a perpetual licence: the Fees paid for the affected perpetual Software licence.

Fees for hardware, third-party products, taxes and unrelated professional services are not included in calculating the liability cap unless the claim directly concerns those services and a separate agreement provides otherwise.

16.3 Matters Not Subject to the Licensee’s Liability Limitation

Nothing in this EULA limits the Licensee’s obligation to:

pay Fees properly due;
comply with License Metrics;
compensate GPSPATRON for unauthorized copying, sublicensing or distribution of the Software;
compensate GPSPATRON for infringement or misappropriation of GPSPATRON intellectual property;
comply with confidentiality obligations;
comply with indemnification obligations under Section 17.

17. Licensee Indemnification

To the extent permitted by applicable law, the Licensee shall defend, indemnify and hold harmless GPSPATRON, its Affiliates, officers, employees and representatives against third-party claims, liabilities, damages and reasonable external legal costs arising directly from:

a. unlawful use of the Software by the Licensee;

b. use of the Software outside the scope of the licence;

c. unauthorized distribution or sublicensing of the Software;

d. Licensee Data that infringes third-party rights or was collected or processed unlawfully;

e. unauthorized modifications or integrations made by or on behalf of the Licensee;

f. the Licensee’s violation of applicable export-control, sanctions, telecommunications or radio-spectrum laws.

GPSPATRON shall provide reasonable notice of such a claim and reasonable cooperation in its defence.

The Licensee may not settle a claim in a manner that admits fault by GPSPATRON or imposes obligations on GPSPATRON without GPSPATRON’s prior written consent.

18. Suspension and Termination

18.1 License Term

A term licence expires at the end of the applicable License Term unless renewed.

A perpetual licence continues indefinitely unless terminated in accordance with this EULA.

18.2 Termination for Breach

Either party may terminate the affected agreement if the other party materially breaches it and fails to cure that breach within 30 days after receiving written notice describing the breach.

GPSPATRON may terminate or suspend the affected licence if undisputed licence or subscription Fees remain unpaid for 14 days after written notice of non-payment.

18.3 Immediate Suspension or Termination

GPSPATRON may immediately suspend access to the Software or License Keys where reasonably necessary to:

prevent material security risks;
prevent unauthorized copying or distribution;
respond to circumvention of licence-protection mechanisms;
comply with applicable law, sanctions or a binding governmental order;
prevent clearly unlawful use of the Software.

Where reasonably practicable, GPSPATRON will provide notice and an opportunity to remedy the issue before permanent termination.

18.4 Insolvency

To the extent permitted by applicable law, either party may terminate the agreement where the other party enters liquidation, ceases business or becomes subject to formal insolvency proceedings materially affecting its ability to perform its obligations.

18.5 Effect of Termination

Upon termination or expiry of a licence, the Licensee shall:

cease using the affected Software;
uninstall or delete copies that the Licensee is no longer entitled to retain;
cease using associated License Keys;
pay all outstanding Fees that became due before termination.

At GPSPATRON’s reasonable request, the Licensee shall confirm compliance in writing.

Termination does not affect rights or liabilities accrued before termination.

Provisions that by their nature should survive termination, including confidentiality, intellectual property, payment obligations, liability limitations, indemnification and governing law, shall survive.

Licensee Data stored within the Licensee’s own On-Premise infrastructure remains under the Licensee’s control following termination.

19. Licence Compliance and Audit

The Licensee shall maintain reasonable records sufficient to demonstrate compliance with applicable License Metrics.

If GPSPATRON has reasonable grounds to believe that the Software is being materially used outside the licensed scope, GPSPATRON may request written confirmation of compliance.

Where a material discrepancy cannot reasonably be resolved through documentation, GPSPATRON may, not more than once in any twelve-month period, request an audit by an independent professional auditor subject to confidentiality obligations.

Any audit shall:

be conducted on reasonable prior notice;
occur during normal business hours;
minimize disruption to the Licensee;
be limited to information reasonably necessary to verify licence compliance.

GPSPATRON shall normally bear the cost of the audit.

If the audit identifies material unlicensed use exceeding 5% of the applicable licensed quantities or other intentional circumvention of the licence, the Licensee shall:

purchase the required additional licences;
pay applicable outstanding Fees;
reimburse GPSPATRON for reasonable audit costs.

This Section does not require the Licensee to disclose unrelated confidential business information.

20. Export Control, Sanctions and Lawful Use

The Licensee shall comply with applicable:

export-control laws;
sanctions regulations;
trade restrictions;
customs regulations;
telecommunications and radio-spectrum laws.

The Licensee must not export, re-export, transfer, provide or make the Software available where prohibited by applicable law.

GPSPATRON may refuse, suspend or terminate performance where GPSPATRON reasonably determines that providing the Software, support, updates or services would expose GPSPATRON to a material risk of violating applicable sanctions, export-control or other mandatory legal requirements.

The availability of the Software or related functionality does not constitute authorization to:

transmit unlawful RF interference;
jam GNSS or other radio services;
perform unauthorized spoofing;
conduct tests requiring regulatory permission without obtaining such permission.

The Licensee is solely responsible for obtaining permits, licences or authorizations required for its activities.

21. Force Majeure

Neither party shall be liable for delay or failure to perform an obligation, other than an obligation to pay amounts already due, where performance is prevented by circumstances beyond that party’s reasonable control.

Such events may include:

natural disasters;
war;
terrorism;
civil disturbance;
government action;
embargoes;
sanctions;
widespread telecommunications or Internet failures;
major cyber incidents not reasonably preventable by the affected party;
failure of critical third-party infrastructure;
epidemics or similar emergencies.

The affected party shall use commercially reasonable efforts to mitigate the impact.

If a force-majeure event prevents a material recurring service from being provided for more than 60 consecutive days, either party may terminate the affected recurring service upon written notice.

Any refund shall be limited to prepaid Fees attributable to the unused period of the terminated recurring service.

A perpetual Software licence already delivered is not refundable solely because of a subsequent force-majeure event.

22. Changes to the Software

GPSPATRON may develop, modify, update or discontinue individual features of future Releases as part of the normal development of the Software.

GPSPATRON is not required to preserve every feature, interface or third-party integration indefinitely unless expressly agreed otherwise in an applicable Order Form.

Changes shall not retroactively reduce the scope of a perpetual licence to the Software version already lawfully delivered to the Licensee.

23. Assignment

The Licensee may not assign or transfer this EULA or the Software licence without GPSPATRON’s prior written consent, which shall not be unreasonably withheld in the case of a bona fide corporate reorganization where the successor agrees in writing to be bound by this EULA.

GPSPATRON may assign this EULA to:

an Affiliate;
a successor in connection with a merger, restructuring or sale of substantially all relevant business assets;
an entity acquiring the GP-Cloud business or relevant intellectual property.

Any attempted assignment contrary to this Section is ineffective to the extent permitted by law.

24. Notices

Formal notices under this EULA may be sent by email to the business contact addresses most recently provided by the parties.

Notices to GPSPATRON may be sent to:

[email protected]

or to:

GPSPATRON Sp. z o.o.
Prosta 20
00-850 Warsaw
Poland

A party is responsible for keeping its contact information reasonably current.

Operational support requests should be submitted through the GPSPATRON Customer Support Portal where practicable.

25. Governing Law and Jurisdiction

This EULA and any dispute arising out of or in connection with it shall be governed by the laws of the Republic of Poland, without regard to conflict-of-law rules that would require application of another jurisdiction’s laws.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

The parties shall first use reasonable efforts to resolve disputes through good-faith business discussions.

If a dispute cannot be resolved amicably, the common courts having jurisdiction over the registered office of GPSPATRON Sp. z o.o. in Warsaw, Poland shall have exclusive jurisdiction, to the extent such choice of jurisdiction is permitted by applicable law.

26. General Provisions

26.1 Entire Agreement

This EULA together with the applicable Order Form and any expressly incorporated documents constitutes the entire agreement concerning the licence to the Software and supersedes prior proposals, discussions and communications concerning the same subject matter.

26.2 Amendments

An individually negotiated agreement or Order Form may be amended only in accordance with its terms or by agreement of the parties.

GPSPATRON may publish updated versions of this standard EULA from time to time.

Unless expressly agreed otherwise, a newly published EULA does not retroactively change an existing perpetual licence or an existing fixed License Term.

The version in effect when a new licence, renewal or Order Form is accepted shall apply to that transaction.

26.3 Severability

If any provision of this EULA is held invalid or unenforceable, the remaining provisions remain in effect.

The invalid provision shall, to the extent legally possible, be interpreted or replaced in a manner that most closely reflects its original lawful commercial purpose.

26.4 No Waiver

Failure or delay by either party to exercise a right does not constitute a waiver of that right.

26.5 Independent Parties

The parties are independent contractors.

Nothing in this EULA creates a partnership, joint venture, employment relationship, agency or fiduciary relationship between the parties.

26.6 No Third-Party Beneficiaries

Unless expressly stated otherwise, this EULA does not create enforceable rights for third parties.

26.7 Headings

Section headings are included for convenience only and do not affect interpretation.

26.8 Language

This EULA is prepared in English.

Where a translation is provided for convenience, the English version shall prevail in the event of inconsistency, unless mandatory applicable law requires otherwise.

27. Contact

Questions concerning this EULA, licensing or GP-Cloud On-Premise may be submitted to:

GPSPATRON Sp. z o.o.
Prosta 20
00-850 Warsaw
Poland

Email: [email protected]
Support: https://support.gpspatron.com/