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- Commercial Vaadin Developer License version 4
-
- Terms and Conditions for Use, Reproduction and Distribution
-
- NOTICE TO USER: PLEASE READ THIS LICENSE AGREEMENT CAREFULLY.
-
- BY USING ALL OR ANY PART OF THE LICENSED SOFTWARE YOU ACCEPT ALL THE TERMS AND
- CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE RESTRICTIONS ON: USE
- AND TRANSFERABILITY CONTAINED IN CLAUSE 2; WARRANTY IN CLAUSE 6; LIABILITY IN
- CLAUSE 7. YOU ACCEPT THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN
- NEGOTIATED AGREEMENT DULY SIGNED BY YOU. IF YOU DO NOT AGREE ON ALL THE TERMS
- AND CONDITIONS OF THIS AGREEMENT, STOP THE USE OF THE LICENSED SOFTWARE
- IMMEDIATELY.
-
- 1. Definitions
- In this Agreement, unless the context requires otherwise, the following words
- and phrases shall have the following meanings:
-
- * "Developer" shall mean a software developer, tester, designer or other
- person developing a software application.
- * "Vaadin Platform" shall mean the Vaadin web framework, components, themes,
- tools and libraries that help Developers in building software applications.
- * "Licensed Software" shall mean an add-on software component, extended
- support version of Vaadin Platform, library, theme, tool or other software
- or resource that is part of or adds functionality to Vaadin Platform or
- helps Developers in developing applications. Licensed Software include, but
- are not limited to, user interface components, integration components,
- themes, libraries and development tools.
- * "Use Licensed Software" shall mean either directly interacting with,
- including without limitations using the user interface of, running or
- installing, the Licensed Software during Project or editing Project source
- code file that refers to or depends on Licensed Software either directly or
- indirectly. Developer who edits source code that can not be compiled and/or
- run without a copy of Licensed Software is considered to Use Licensed
- Software. Interacting with a server that runs Licensed Software as a part
- of an automated test suite or a design system is not considered as Use of
- Licensed Software, but the maintainers of the mentioned test suite or
- design system are considered to Use Licensed Software.
- * "Agreement" shall mean this Commercial Vaadin Developer License version 4
- agreement. Previous versions of the agreement were called Commercial Vaadin
- Add-on License.
- * "License" shall mean the right to Use Licensed Software according to
- Agreement by one Developer.
- * "Intellectual Property Rights" shall mean any and all patent, copyright,
- trademark, design right, petty patent, service mark, domain name or any
- other right or trade secret whether registered or not.
- * "Licensee" shall mean the entity that has subscribed to a Subscription that
- includes the right to Use Licensed Software.
- * "Licensor" shall mean Vaadin Ltd. or a third party licensing Licensed
- Software under the Agreement.
- * "Parties/Party" shall mean Licensee and Licensor, or either of them.
- * "Project" shall mean Licensee's software development project during which
- the participating Developers Use Licensed Software and which aims to
- produce Project Result.
- * "Project Result" shall mean the outcome of the Project.
- * “End User” shall mean a person using Project Result that does not involve
- changing any source code.
- * "Subscription" shall mean a subscription offered by Licensor in which
- Licensor grants rights to Use Licensed Software according to the terms of
- the subscription agreement and this Agreement.
-
- 2. Grant of License
- 2.1 Licensor grants to Licensee, against full payment of the Subscription fee, a
- worldwide, royalty-free, non-exclusive limited License to Use Licensed Software
- in Project(s) by a Developer.
-
- 2.2 Licensee shall not, unless expressly provided in Agreement or in the
- applicable legislation
-
- 2.2.1 rent, lease or loan Licensed Software or any copy of it;
-
- 2.2.2 remove, obliterate, deface or in any way alter the notice of Licensor’s or
- a third party’s proprietary rights related to Licensed Software;
-
- 2.2.3 grant sub-licenses to Licensed Software or assign its rights or
- obligations under this Agreement to a third party.
-
- 2.3 Licensee may grant licenses, for free or against a payment, to the Project
- Result including Licensed Software whether regarded as derivative works or not.
- End Users are not required to have a valid License. If the Project Result is
- further developed or modified by changing its source code or the Project Results
- is used as a software component or framework in a software development project,
- all Developers who Use Licensed Software in such a context need to have a valid
- License. If the Project Result is a software development tool, component or
- environment that provides the functionality of the Licensed Software for use in
- software development projects, all Developers who Use Licensed Software need to
- have a valid License.
-
- 3. Intellectual Property Rights
- 3.1 All Intellectual Property Rights in and to Licensed Software are and shall
- at all times remain the sole and exclusive property of Licensor and its third
- party licensors, if any.
-
- 3.2 Licensee will not at any time do or cause to be done any such act or thing
- which in any way impairs, or intends to impair, any right, title, interest or
- any Intellectual Property Right of Licensor or its third party licensors.
- Licensee shall not in any manner represent that it has any ownership of any kind
- in any of the above mentioned Intellectual Property Rights.
-
- 4. Subscription fee and Subscription term
- 4.1 In consideration for the Subscription based license granted herein, Licensor
- shall charge a recurring Subscription fee from the Licensee.
-
- 4.2 Licensee must have a valid License for all Developers who Use Licensed
- Software in the Project. During the Subscription term, the License may be Used
- in many Projects simultaneously without additional payments. The Project Result
- may be copied an unlimited number of times and deployed to an unlimited number
- of computers without additional payments.
-
- 4.3 Licensee's License will be valid starting from the beginning of the
- Subscription term and remain in force until the end of the Subscription term.
- The start date of the Subscription term and its possible renewal mechanism are
- set out in the Subscription agreement or the Licensor’s invoice to the Licensee.
- If no Subscription start date is specified in the Subscription agreement or the
- invoice, the start date shall be the date when the Licensor provides the
- Licensee access to the Licensed Software.
-
- 4.4 If License is given without a fee, the License is valid for the time defined
- by the Licensor.
-
- 5. Term and termination
- 5.1 This Agreement is effective as of the effective date of the Subscription and
- expires on the day that the Subscription term for the Licensed Software has
- expired. Notwithstanding the aforesaid, in the event that the Licensee fails to
- comply with the terms set in this Agreement, the License granted herein shall
- not be valid and Licensee must at once cease the use of Licensed Software and
- any of its rights under Clause 2, and delete all copies of Licensed Software.
-
- 5.2 Licensor has the right, in addition and without prejudice to any other
- rights or remedies, to terminate this Agreement immediately as follows:
-
- 5.2.1 for any material breach of Agreement, that is not cured within seven (7)
- days of receipt by Licensee in default of a written notice specifying the breach
- and requiring its cure;
-
- 5.2.2 upon receiving a written notice, if (a) all or a substantial portion of
- the assets of Licensee are transferred to an assignee for the benefit of
- creditors, or to a receiver or a trustee in bankruptcy, (b) a proceeding is
- commenced by or against Licensee for relief under bankruptcy or similar laws and
- such proceeding is not dismissed within sixty (60) days, or (c) Licensee is
- adjudged bankrupt.
-
- 5.3 If and when this Agreement is terminated due to any reason or cause
- whatsoever, the Licensee shall cease to Use Licensed Software and any of its
- rights under Clause 2, and delete all copies of Licensed Software. For clarity,
- the termination of this Agreement shall not affect the validity of any licenses
- granted by the Licensee to End Users with respect to Project Results prior to
- the termination of this Agreement, but the Licensee shall not be entitled to
- Use Licensed Software after the termination of the Agreement.
-
- 5.4 Provisions of the Agreement which, by their nature, are intended to survive
- its termination or expiration, shall survive its termination or expiration.
-
- 6. Warranties
- THE LICENSED SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND EXPRESS
- OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW. EXCEPT AS
- EXPRESSLY PROVIDED IN THIS CLAUSE, NO WARRANTY, CONDITION, UNDERTAKING,
- LIABILITY OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO CONDITION,
- QUALITY, PERFORMANCE, FUNCTIONALITY, INFRINGEMENT, MERCHANTABILITY, DURABILITY
- OR FITNESS FOR PURPOSE, IS GIVEN OR ASSUMED BY VAADIN LTD., LICENSOR OR ITS
- LICENSORS AND ALL SUCH WARRANTIES, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY
- EXCLUDED.
-
- 7. Limitation of Liability
- VAADIN LTD. AND/OR LICENSOR WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
- PUNITIVE OR CONSEQUENTIAL LOSS, DAMAGE, COST OR EXPENSE OF ANY KIND WHATSOEVER
- AND HOWSOEVER CAUSED (INCLUDING BUSINESS INTERRUPTION, OR ANY LOSS OF BUSINESS,
- ANTICIPATED SAVINGS, REVENUE, GOODWILL, MANAGEMENT TIME, LOSS OF PROFITS OR OF
- CONTRACTS, LOSS OF OPERATION TIME, LOSS OF REPUTATION OR OF DATA) INCLUDING
- NEGLIGENCE, WHETHER IN CONTRACT OR TORT, EVEN IF THEY HAVE BEEN ADVISED OF THE
- POSSIBILITY. DEVELOPER AND/OR LICENSEE WILL USE REASONABLE EFFORTS TO MITIGATE
- THEIR LOSS SUFFERED. VAADIN LTD'S AND/OR LICENSOR'S AGGREGATE LIABILITY AND THAT
- OF ITS AFFILIATES AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS LICENSE
- AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID FOR THE LICENSED SOFTWARE
- DURING THE MOST RECENT SUBSCRIPTION PERIOD.
-
- 8. Updates, new versions maintenance and support
- Licensor may, at its sole discretion, during the Subscription term provide
- maintenance releases, updates and upgrades as new versions of the Licensed
- Software.
-
- Licensee is not entitled to receive support for the Licensed Software, but
- Licensor may, at its sole discretion during the Subscription term, provide
- support either for free or for a fee.
-
- 9. Miscellaneous
- 9.1 No Waiver
-
- The failure of Licensor to exercise any of its rights under this Agreement or to
- require the performance of any term or provision of this Agreement, or any
- waiver by the Licensor of any term or provision or breach of this Agreement,
- shall not prevent a subsequent exercise or enforcement of such right or be
- deemed a waiver of any subsequent breach of the same or any other term or
- provision of this Agreement. Any waiver of the performance of any of the terms
- or conditions of this Agreement shall be effective only if in writing and signed
- by the Party against which such waiver is to be enforced.
-
- 9.2 Headings
-
- The headings in this Agreement are for the convenience of the Parties only and
- are not intended to define or limit the scope or interpretation of the Agreement
- or any provision hereof.
-
- 9.3 Severability
-
- If any term of this Agreement is invalid or unenforceable, such terms or
- provisions shall not invalidate the rest of the Agreement which shall remain in
- full force and effect as if such invalidated or unenforceable terms or
- conditions had not been made a part of this Agreement. In the event this Clause
- (Severability) becomes operative, Parties agree to attempt to negotiate
- settlement that carries out the economic intent of the terms or provisions found
- invalid or unenforceable.
-
- 9.4 Export Control
-
- The Licensed Software may be subject to import and export controls in other
- countries. Licensee agrees to strictly comply with all applicable import and
- export regulations and acknowledge that Licensee has the responsibility to
- obtain licenses to export, re-export, transfer or import Licensed Software.
-
- 9.5 Entire Agreement and Assignment
-
- Agreement sets forth the entire agreement between the Parties with respect to
- the subject matter hereof and supersedes any prior proposals and
- representations, whether written or oral. Neither Party shall have the right to
- assign this Agreement to a third party without the prior written consent of the
- other party. However, Licensor shall have the right to assign this Agreement and
- the rights and obligations contained therein to a company belonging to the same
- group of companies as Licensor, and to a third party to which the business of
- Licensor is transferred.
-
- 9.6 Governing Law and Jurisdiction
-
- 9.6.1 For customers domiciled in the United States
-
- If the Customer’s domicile is in the United States, the Agreement shall be
- governed by and construed in accordance with the substantive laws of the State
- of California. The Agreement shall be construed and enforced without regard to
- the United Nations Convention on the International Sale of Goods (CISG). Any
- dispute or controversy or claim arising out of or relating to this Agreement, or
- the breach, termination or validity thereof, shall be resolved by final and
- binding arbitration in accordance with the International Chamber of Commerce
- Rules of Arbitration, by one (1) arbitrator appointed according to the
- aforementioned rules. The arbitration shall be conducted in the English
- language in San Francisco, California, United States.
-
- 9.6.2 For customers domiciled outside the United States
-
- If the Customer’s domicile is outside the United States, the Agreement shall be
- governed by and construed in accordance with the substantive laws of Finland,
- excluding its choice of law provisions and the United Nations Convention on
- Contracts for the International Sale of Goods (CISG). Any dispute, controversy
- or claim arising out of or relating to the Agreement, or the breach, termination
- or validity thereof, shall be finally settled by arbitration in accordance with
- the Arbitration Rules of the Finland Chamber of Commerce. The number of
- arbitrators shall be one. The seat of arbitration shall be Turku, Finland. The
- language of the arbitration shall be English.
-
- 9.7 Language
-
- The official text of the Agreement or any notices given or accounts or
- statements required hereby shall be in English.
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