Commercial Vaadin Add-On License version 2
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.
In this Agreement, unless the context requires otherwise, the following words and phrases shall have the following meanings:
"Agreement" shall mean this Commercial Vaadin Add-On License version 2 agreement.
"License" shall mean the right to Use Licensed Software according to Agreement by one Developer and is identified by a unique License Number.
"License Number" shall mean a number that identifies one unique License and is created by Vaadin Ltd. and sent to Licensee after the payment of the license fee or Subscription fee.
"Use Licensed Software" shall mean either directly interacting with the Licensed Software during Project or editing Project source code file that refers to or depends on Licensed Software either directly or indirectly. For example, (a) when Licensed Software is a software component, module or class, all source code files that use the application programming interface (API) of Licensed Software are considered to depend on Licensed Software as well as any source code files that depend on a file, component or framework that directly or indirectly depend on Licensed Software; or (b) when Licensed Software is a theme, image or other resource file, all source code files that activate or select Licensed Software are considered to refer to Licensed Software; or (c) when Licensed Software is a tool, compiler or other program used in software development, Developer is considered to Use Licensed Software when he runs Licensed Software or runs it indirectly by using a program that runs Licensed Software.
"Developer" shall mean a software developer, tester, designer or other person who Use Licensed Software in Project.
"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 purchased Licensed Software or 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 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.
"Licensed Software" shall mean an add-on software component, theme, tool or other software or resource that adds functionality to Vaadin Framework or helps developers in developing Vaadin Framework based applications. Licensed Software include, but are not limited to, user interface components, data integration components, graphical themes and development tools.
"Vaadin Directory" shall mean the central on-line repository for add-on software components and tools at vaadin.com website operated by Vaadin Ltd.
"Vaadin Framework" shall mean the Vaadin user interface library and web framework that help software developers in building rich internet applications and that is available for download at the vaadin.com website.
"Subscription" shall mean a subscription offered by Vaadin Ltd. in which Licensor grants rights to Use Licensed Software according to the terms of the subscription.
2. Grant of License
2.1 Licensor grants to Licensee, against full payment of respected license fee or Subscription fee, a worldwide, royalty-free, irrevocable, 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, loan or resell Licensed Software or any copy of it;
2.2.2 remove, obliterate, deface or in any way alter the notice of Licensor or third parties' 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 license, for free or against a payment, Project Result including Licensed Software whether regarded as derivative works or not. End users using Project Result that does not involve changing any source code are not required to have a valid License. If 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 persons who Use Licensed Software need to have a valid License. If 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 persons who Use Licensed Software need to have a valid License.
2.4 Licensee may transfer License to another person or an entity for free, but may not charge a fee for this transfer. License is transferred by giving the associated License Number to the recipient and marking the License Number to be invalid for the original Licensee. After this, only the Developers of the original Licensee for whom the Licensee still has a valid License and License Number may continue to Use Licensed Software.
2.5 If the License is obtained as a part of Subscription, the right to Use Licensed Software expires when Subscription ends.
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 Vaadin Directory at the time of purchase or a Subscription fee when the License is included as a part of Subscription. Licensee must have a valid License for all Developers 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 respected license or Subscription fee and delivery of corresponding License Number by Vaadin Ltd.
4.3 Licensee is granted a free 30-day trial period during which Licensee may test Licensed Software's functionality, quality, compliance and performance to ensure that the Licensed Software is suitable for use in Project. After the 30-day trial period, Licensee is required to acquire a correct number of Licenses or at once cease the use of Licensed Software and any of its rights under Clause 2, and delete all copies of Licensed Software.
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 and Licensee must either comply with one of the open source licenses available, if any, listed for Licensed Software at Vaadin Directory or at once cease the use of Licensed Software and any of its rights under Clause 2, and delete all copies of Licensed Software.
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 APPLICAPLE 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 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 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 versions of Licensed Software are free and do not require a purchase of new Licenses. No new License Number is needed to use a new version of Licensed Software. However, Licensor may release a new similar but separate Licensed Software subject to a new License, License Number and license fee.
Licensee is not entitled to receive maintenance or support for the Licensed Software, but Licensor may, in its sole discretion, provide support either for free or for a fee.
If Licensor has provided Licensed Software previously with CVAL license version 1 and made a new version of the Licensed Software available with this CVAL license version 2, Licensees are allowed to upgrade to the new version of the Licensed Software with their existing License Number without purchasing a new license.
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 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.
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 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. As an exception, the Licensee shall have the right to transfer License as described in 2.4.
9.6 Governing Law
This Agreement and its terms and conditions shall be governed by and construed in accordance with the substantive laws in force in: (a) the State of California, if Licensee's domicile is in the United States; or (b) Finland, if Licensee's domicile is outside the United States. 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: (a) the International Chamber of Commerce Rules of Arbitration if Licensee's domicile is in the United States; or (b) the Arbitration Rules of the Finnish Central Chamber of Commerce if Licensee's domicile is outside the United States; by one (1) arbitrator appointed according to the aforementioned rules. The arbitration shall be conducted in the English language in: (a) San Francisco, California, United States if Licensee's domicile is in the United States; or (b) Turku, Finland if Licensee's domicile is outside the United States.