vaadin-framework/LICENSE

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.