SOFTWARE LICENSE AGREEMENT
COMMERCIAL CODELESS SOLUTIONS LICENSE
Terms and Conditions for Use, Reproduction and Distribution
PLEASE READ CAREFULLY BEFORE DOWNLOADING OR USING THE LICENSED SOFTWARE
BY USING ALL OR ANY PART OF THE LICENSED SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE ON ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD LICENSED SOFTWARE, STOP THE USE OF LICENSED SOFTWARE IMMEDIATELY, DELETE ALL COPIES OF LICENSED SOFTWARE.
- BY TICKING THE ACCEPTANCE AND DOWNLOADING OR USING THE SOFTWARE YOU AGREE TO THE TERMS OF THIS LICENCE.
- YOU ACKNOWLEDGE AND ACCEPT THAT THIS IS A "BUSINESS-TO-BUSINESS" LICENCE AGREEMENT FOR THE USE OF THE SOFTWARE FOR BUSINESS/PROFESSIONAL PURPOSES ONLY.
- IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, CODELESS SOLUTIONS WILL NOT LICENCE THE SOFTWARE TO YOU. UNLESS YOU AGREE TO THE TERMS OF THIS LICENCE, YOU MAY NOT DOWNLOAD OR USE THE SOFTWARE.
The definitions in this clause apply in this License:
- "Licensed Software" shall mean a web development platform owned by Licensor known as "Codeless Platform" which is used to develop Internet and/or Intranet web applications.
- "Form Designer" is an integral part of the Licensed Software that allows you to create, design, update, delete, copy, review and other actions on Forms that as a final result without coding can produce a fully functional web form.
- "Project" shall mean Licensee's software development project during which the Project Participant Use Licensed Software and which aims to produce Project Result.
- "Project Result" shall mean the outcome of the Project.
- “Project Participant” shall mean a person who works on the development, implementation, design, testing or other work related to the development of Project that Use Licensed Software and have access to Form Designer.
- "Use of Licensed Software" shall mean the use of the Licensed Software or any part thereof, and in particular Form Designer, to develop, implement, upgrade, update any Project, product or service that is directly or indirectly dependent on the Licensed Software.
- “Agreement” shall mean this Commercial Codeless Solutions License Version 1 agreement.
- “License” shall mean the right to Use the Licensed Software according to Agreement by one Project Participant on one computer and is identified by a unique Licence Key.
- “Licensee” shall mean the entity that subscribed to a Subscription that includes the right to Use of Licensed Software.
- “Licensor” shall mean the company “Codeless Solutions doo Novi Sad” registered in Serbia with company number 21606782 whose registered office is at Jovana Cvijića 19, Novi Sad 21000, Serbia.
- "Subscription" shall mean a subscription offered by Licensor in which Licensor grants rights to Use Licensed Software according to the terms of the subscription.
- “Licence Fee” shall mean Subscription fee payable by Licensee in respect of each Licence Key.
- “Licence Key” shall mean a unique identifier code provided to the Licensee by Licensor following receipt of full payment, which is used to access Licensed Software in particular Form Designer. The Licence Key is provided as a text based file that contains information about Project Participant (identified by unique user login name) and computer (identified by unique MAC address of Ethernet card of the computer to be used by Project Participant) and the end day of license validity.
- “Trial Licence Key” shell mean Licence Key intended to try Licensed Software in the period of 14 days after installation (Trial Period) of Licensed Software. Licensor may provide demo version of the Licensed Software that may have more constrained functionalities compared to purchased version.
- “Web Site” shall mean the website available from time to time at the domain name address www.codeless.solutions.
- "Intellectual Property Rights" shall mean all patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in the confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
- "Major Version", "Minor Version" and "Maintenance Version" shall mean parts of a version number A.B.C, where A is considered to be Major Version, B Minor Version and C Maintenance version. For example, in version 1.2.3 the Major Version is 1, Minor Version 2 and Maintenance Version is 3.
2. Grant of License
2.1. Licensor grants to Licensee, against full payment of License fee, a worldwide, royalty-free, irrevocable, non-exclusive, non-transferable limited License to Use Licensed Software for a limited period of time defined in each License key (Subscription) in Project(s) by a Project Participant.
2.2. Licensor gives no assurance that it will issue new versions of the Licensed Software at any particular time or at all, nor that it will support the Licensed Software for any particular length of time or at all.
2.3. Licensor reserves the right to suspend (temporarily or permanently) a Licence Key if Licensor reasonably believes that the Licensee's use of the Software violates any clause of this Licence.
2.4. Licensor may state publicly (e.g. on its website and/or in promotional/marketing literature) that the Licensee has licensed the Licensed Software, and may use Licensee's name and logo in Licensor's public statements referencing the Licensee's use of the Software.
2.5. Licensor does not transfer ownership of the Licensed Software or any part thereof to Licensee. Licensor remain the owner of the Licensed Software at all times.
2.6. Licensor reserves all rights not expressly granted to Licensee.
2.7. One Project Participant has the right to use the Licensed Software on one computer. Each Project Participant will be assigned a unique user login name that only Participant has the right to use when accessing the Licensed Software.
2.8. The Licensee may:
- 2.8.1. download and install Licensed Software from the Web Site;
- 2.8.2. increase the number of licenses by purchasing more license keys.
- 2.8.3. receive any updates released by Licensor in respect of Licensed Software, which Licensor may issue from time to time at its sole discretion, and/or download previous versions of Licensed Software;
- 2.8.4. make one copy of Licensed Software for back-up purposes.
2.9. The Licensee may not:
- 2.9.1. permit or allow more than one concurrent user to access and/or use Licensed Software per Licence Key;
- 2.9.2. use a Licence Key to access Licensed Software if the Licence Key's Validity Period has expired;
- 2.9.3. rent, lease, create derivative works of, distribute, sell, sub-licence or transfer Licensed Software;
- 2.9.4. provide Licence Key to a third party;
- 2.9.5. adapt, modify, decompile, disassemble, reverse engineer or make any other attempts to discover the source code of Licensed Software (in whole or in part), save as strictly permitted by statute or regulation;
- 2.9.6. remove, amend or hide any proprietary or other notices of Licensor contained in Licensed Software.
- 2.9.7. modify purchased or Trial Licence Key.
2.10. Licensor may provide Licensed Software to Licensee with Trial Licence Key for free that is valid for 30 days after installation of Licensed Software (Trial Period). Licensee may not use a Trial Licence Key to access Licensed Software if the Trial Licence Key's Validity Period has expired. If Validity Period has expired, Licensee must stop use of Licensed Software and delete all copies of Licensed Software.
2.11. For the avoidance of any doubt, upon the expiry of the Validity Period, the Licensee's right to access to Licensed Software (Form Designer and/or other part(s) of Licensed Software) will cease.
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. License fee
4.1 In consideration for the license granted herein, Licensor shall charge Licensee a license fee according to price visible at Web Site at the time of Subscription fee. Licensee must have a valid License for all Project participants who Use Licensed Software in Project. License may be used in many Projects simultaneously without additional payments. Project Result may be copied an unlimited number of times and deployed to an unlimited number of computers without additional payments.
4.2 Licensee's License will be valid on the payment of Subscription fee and delivery of corresponding License Key by Licensor. If License is given by Licensor without a fee, License is valid immediately after delivery of corresponding License Key by Licensor.
5. Term and termination
5.1 This Agreement and the Licenses granted herein become effective as of the payment of the applicable license fee.
5.2 In the event Licensee fails to comply with the terms set in this Agreement, the License granted herein shall not be valid.
5.3 Licensor has the right, in addition and without prejudice to any other rights or remedies, to terminate this Agreement immediately as follows:
5.3.1 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;
5.3.2 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.
5.4 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.
5.5 Provisions of the Agreement which, by their nature, are intended to survive its termination or expiration, shall survive its termination or expiration.
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 LICENSOR AND ALL SUCH WARRANTIES, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.
7. Limitation of Liability
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. PROJECT PARTICIPANT WILL USE REASONABLE EFFORTS TO MITIGATE THEIR LOSS SUFFERED. 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 PAID FOR THE LICENSED SOFTWARE.
8. Updates, new versions maintenance and support
Licensor may, in its sole discretion, provide maintenance releases, updates and upgrades as new versions of Licensed Software. All new Maintenance Version and Minor Version updates of Licensed Software are free and do not require a purchase of new Licenses. Major Version upgrades require a new License.
Licensee is not entitled to receive support for the Licensed Software, but Licensor may, in its sole discretion, provide support either for free or for a fee.
9. Monitoring of the Licensee's use of the Licensed Software
From time to time the Licensed Software may communicate certain information to Licensor's servers for the sole purpose of allowing Licensor to monitor the Licensee's compliance with clause 2. The information communicated can comprise the Licence Key, a unique hash code that identifies the Licensee's computer environment (but which does not allow Licensor to access any other information about the Licensee's environment) and the IP address of the device on which the Licensed Software is installed. For the avoidance of doubt, all information communicated to Licensor pursuant this clause will be anonymous and will not constitute "personal data".
10.1 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 the waiver by either Party of such 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.
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.
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 section (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.
10.4 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.
10.5 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 all of 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.
10.6 Governing Law
This Agreement and its terms and conditions shall be governed by and construed in accordance with the substantive laws in force in Serbia. This Agreement shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods. The official text of the Agreement or any notices given or accounts or statements required hereby shall be in English.
Any dispute or controversy or claim arising out of or relating to this Agreement involving the Parties, shall be resolved by final and binding arbitration in accordance with: the Arbitration Rules of the Serbian Central Chamber of Commerce by one (1) arbitrator appointed according to the aforementioned rules. The arbitration shall be conducted in: Novi Sad, Serbia.