This End User License Agreement ("Agreement" or “EULA”) is between Intmaker OÜ, a company incorporated in Estonia, registered under number 16430441 with the Estonian Commercial Register, with its registered office at Pärnu mnt 2000, Tallinn, Harjumaa, Estonia, 11317 ("we," “us,” or “our”) and you or the entity you represent ("Customer" or “you”).
If you are entering into this Agreement on behalf of an entity, you represent that you have the legal authority to bind that entity.
This Agreement governs your use of our Private Captcha on-premises software (the “Software”). This EULA applies to the self-hosted, commercially licensed version of the Software. If you are using the Software under a source-available license, separate terms apply.
By submitting an Order Form (as defined below), you confirm that you have read, understood, and agree to be bound by this Agreement.
1. License Grant
Subject to your compliance with this Agreement and the applicable Order Form (any ordering document agreed between you and us (or authorized reseller) specifying the Software, support services, subscription term (the licensed usage period), fees, and other commercial terms), we grant you a limited, non-exclusive, non-transferable, revocable license during the Subscription Term (the period during which you are licensed to use the Software) to:
1.1. install, activate using the Activation Code (a unique code provided upon purchase that enables Software activation), and use the Software in object code form solely for your business operations in accordance with the Documentation (official user manuals and guides provided by us) and any usage limitations specified in the applicable Order Form;
1.2. allow your employees and authorized contractors ("Authorized Users") to use the Software on your behalf, provided you remain responsible for their compliance with this Agreement;
1.3. permit your Affiliates (entities that control, are controlled by, or are under common control with you) to use the Software, provided you remain fully liable for their compliance and such use remains within the usage limitations in your Order Form;
1.4. make reasonable backup copies of the Software for backup purposes, provided each copy includes all copyright and proprietary notices.
2. Software Delivery and Activation
We will make the Software available for download. The Software requires an Activation Code to retrieve and activate the license necessary for operation. The license is time-limited and requires periodic reactivation, subject to your continued compliance with this Agreement.
3. Third-Party Software
The Software may contain third-party software components ("Third-Party Software"). Use of Third-Party Software is subject to the applicable third-party licenses. This Agreement does not limit your rights under such licenses. We will make available a list of Third-Party Software and their licenses within the Software, Documentation, or upon written request.
4. Usage Restrictions
You shall not, and shall not permit others to:
4.1. decompile, reverse engineer, or disassemble the Software, except to the extent expressly permitted by applicable law. You may not alter, modify, or create derivative works based on the Software except as expressly permitted by the Documentation for internal use;
4.2. rent, lease, sublicense, sell, distribute, or transfer the Software to third parties. You may not use the Software for third-party training, software-as-a-service, time-sharing, or similar commercial offerings where the Software forms a substantial part of the service;
4.3. remove, alter, or obscure proprietary notices on the Software or Documentation. You may not circumvent, disable, or interfere with license keys, Activation Codes, or other security mechanisms;
4.4. use the Software to develop products or services that compete with the Software’s core functionality;
4.5. use the Software in violation of applicable laws;
4.6. exceed any usage limitations, user numbers, or other metrics specified in your Order Form.
5. Intellectual Property
5.1. We retain all right, title, and interest in the Software, Documentation, and any updates or modifications. This Agreement grants only a limited license to use the Software and transfers no ownership rights.
5.2. If you provide suggestions, feedback, or enhancement requests regarding the Software, you grant us a worldwide, perpetual, royalty-free license to use and incorporate such suggestions into our products without restriction or compensation obligation.
5.3. You retain all rights in any data, information, or content you process using the Software. We claim no ownership rights in such data.
5.4. We may include your name and logo in our lists, website, and marketing materials to indicate that you are a user of the Software. You may opt out of this usage at any time by providing written notice to us.
6. Data Processing and Privacy
6.1. The Software is designed for self-hosted operation in your environment. We do not process personal data on your behalf in connection with the Software. However, the Software’s Activation Code mechanism may transmit minimal technical information (license validation data, software version etc.) to our servers for license verification purposes only. You are solely responsible for ensuring your use of the Software complies with applicable data protection laws, including GDPR where applicable.
6.2. Payments are processed via our chosen payment provider (Paddle) and are subject to Paddle’s Checkout Buyer Terms and Conditions. Accepted payment methods include credit cards and other electronic means as provided by the payment provider.
7. Term and Termination
7.1. This Agreement commences when you submit an Order Form for the Software and continues until the Subscription Term has expired or been terminated, or until this Agreement is terminated as provided herein.
7.2. Unless otherwise specified in the Order Form, each Subscription Term will automatically renew for successive periods equal to the initial term, unless either party gives written notice of non-renewal at least thirty (30) days before the current term expires.
7.3. Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice. Either party may also terminate immediately if the other party becomes insolvent, files for bankruptcy, ceases business operations, or if the circumstances of the breach of Agreement necessitate immediate action.
7.4. We may terminate this Agreement immediately if you fail to pay undisputed fees within four (4) weeks after written notice of late payment.
7.5. You may terminate this Agreement for convenience at any time with written notice. Prepaid fees are non-refundable except as expressly stated in this Agreement.
7.6. We may terminate this Agreement at any time by notifying you thereof within a reasonable time.
7.7. Upon termination, all rights granted to you cease immediately. You must cease using the Software and destroy all copies. You remain liable for all unpaid fees. If you terminate for our uncured material breach, we will refund pro-rata prepaid fees for the remainder of the terminated Subscription Term.
8. Support and Maintenance
8.1. During the Subscription Term, you receive Software updates (patches, bug fixes, new versions), access to Documentation, and email support during our business hours (Monday-Friday, 09:00 to 17:00 EET, excluding Estonian public holidays). Additional support services require a separate Order Form and payment of applicable fees.
8.2. To receive support, you agree to use the Software in accordance with the Documentation and make reasonable efforts to resolve issues by consulting the Documentation before contacting us.
8.3. We may modify our support offerings provided such changes do not materially degrade support for any current Subscription Term.
9. Fees and Payment
9.1. You shall pay the fees specified in the applicable Order Form (“Fees”). Unless otherwise stated, Fees are due within thirty (30) days from invoice date, payable in Euros (EUR), and are non-refundable except as expressly provided herein.
9.2. Fees exclude applicable taxes, duties, or assessments. You are responsible for all such taxes except those based on our net income. If you must withhold taxes from payments, you shall pay additional amounts to ensure we receive the full amount due.
9.3. If you purchase through an authorized reseller, you pay the reseller according to your agreement with them. This EULA governs your Software use regardless of reseller terms. We are not responsible for reseller actions, and resellers cannot modify this Agreement or make commitments on our behalf.
10. Warranties and Disclaimers
10.1. Each party represents that it has the legal authority to enter this Agreement.
10.2. We warrant that the Software, when used as permitted under this Agreement and in accordance with the Documentation, will perform in material conformance with the Documentation.
10.3. If the Software fails to conform, we will, at our option: (a) use commercially reasonable efforts to correct the non-conformity; (b) replace the non-conforming Software; or (c) if neither option is commercially reasonable, terminate the affected Order Form and refund pro-rata prepaid fees for the remainder of the Subscription Term.
10.4. This warranty does not apply if non-conformance results from: (a) use not in accordance with this Agreement or Documentation; (b) unauthorized Software modification; (c) combination with non-approved hardware or software; (d) failure to implement available updates; or (e) use in unsupported operating environments.
10.5. Except for the express limited warranty above, the Software and Documentation are provided “as is” without warranty of any kind. We disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Software will be error-free, uninterrupted, or secure.
11. Limitation of Liability
11.1. To the maximum extent permitted by applicable law, we shall not be liable for any indirect, incidental, special, punitive, consequential, or exemplary damages (including loss of business profits, business interruption, loss of data, or other pecuniary loss) arising from this Agreement or Software use, even if advised of the possibility of such damages.
11.2. Our total aggregate liability for all claims arising from this Agreement or the Software shall not exceed the total fees paid by you for the Software during the twelve (12) months immediately preceding the event giving rise to the claim.
11.3. These limitations do not apply to: (a) gross negligence or willful misconduct; (b) your payment obligations; (c) fraud or fraudulent misrepresentation; (d) your indemnification obligations; or (e) any liability that cannot be excluded under applicable law.
11.4. For consumer customers where prohibited by mandatory consumer protection laws, liability limitations may not apply or may be reduced as required by law.
12. Indemnification by Customer
12.1. You shall defend us against any third-party claim arising from: (a) your use of the Software in breach of this Agreement or violation of applicable law; (b) your data infringing third-party rights or violating applicable law; or (c) your gross negligence or willful misconduct.
12.2. You will indemnify us for damages, attorney fees, and costs finally awarded or paid under court-approved settlement, provided we give prompt written notice, grant you sole control of defense and settlement (without settling unless it unconditionally releases us), and provide reasonable assistance at your expense.
13. Confidentiality
13.1. Each party will protect the other’s confidential information using reasonable care. Confidential information includes proprietary software, technical documentation, and non-public business information disclosed during this relationship. This obligation does not apply to information that: (a) was known prior to disclosure without confidentiality obligation; (b) becomes publicly available through no fault of the receiving party; (c) is disclosed by a third party with legal right to do so; or (d) is independently developed without use of confidential information.
13.2. This confidentiality obligation survives termination for three (3) years.
14. General Provisions
14.1. This Agreement is published on our website, and you should save a copy for your records. We may modify this Agreement by posting changes on our website and sending email notice with thirty (30) days advance notice. If you continue the use of the Software after the notice period, you are considered to have accepted the amendments.
14.2. This Agreement is governed by Estonian law without regard to choice of law rules. The parties will attempt to resolve disputes amicably. If unsuccessful, disputes will be resolved in Harju County Court, Estonia.
14.3. If you are a consumer customer, this Agreement does not limit your mandatory rights under applicable consumer protection laws, including withdrawal rights where applicable (subject to digital content exceptions). 14.4. If any provision is invalid or unenforceable, the remaining provisions continue in full force.
14.5. This Agreement, together with applicable Order Forms, constitutes the entire agreement between the parties regarding the Software and supersedes all prior agreements.
14.6. You may not assign this Agreement without our written consent, except in connection with a merger, acquisition, or sale of all or substantially all of your assets. We may assign this Agreement without restriction.
14.7. Notices must be in writing and delivered to the addresses specified in the Order Form or as otherwise communicated by the parties.