From 3f757b608d56a1d1dabbfe6df1de1a1974b31695 Mon Sep 17 00:00:00 2001 From: Guillermo Alvarez <guillermo@vaadin.com> Date: Wed, 14 Feb 2024 15:16:32 +0200 Subject: [PATCH] chore: Update License file text for Commercial modules --- LICENSE | 1122 +------------------------------------------------------ 1 file changed, 3 insertions(+), 1119 deletions(-) diff --git a/LICENSE b/LICENSE index 624c121..bb61b7d 100644 --- a/LICENSE +++ b/LICENSE @@ -1,1119 +1,3 @@ -Vaadin Commercial License and Service Terms - -Terms and Conditions for Use, Reproduction and Distribution - -NOTICE TO USER: PLEASE READ THESE VAADIN COMMERCIAL LICENSE AND SERVICE TERMS -CAREFULLY. - -BY USING ALL OR ANY PART OF THE LICENSED SOFTWARE OR COMMERCIAL SERVICE, YOU -AGREE ON BEHALF OF YOURSELF AND YOUR COMPANY (IF APPLICABLE) TO THE TERMS -BELOW. IF YOU DO NOT AGREE WITH THESE TERMS, OR DO NOT HAVE THE AUTHORITY TO -BIND YOUR COMPANY, DO NOT INSTALL, REGISTER FOR OR USE THE PRODUCT OR SERVICE, -AND DESTROY OR RETURN ALL COPIES OF THE PRODUCT. - -IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOURSELF IN YOUR INDIVIDUAL -CAPACITY, THEN YOU ARE THE CUSTOMER. IF YOU ARE AGREEING TO THESE TERMS ON -BEHALF OF YOUR COMPANY, THEN YOUR COMPANY IS THE CUSTOMER. - -1. Definitions -1.1. In these Commercial Terms, unless the context requires otherwise, the -following words and phrases shall have the following meanings: - -1.2. “Agreement” shall mean an accepted Order, SOW or other agreement document -that refers to and incorporates these Commercial Terms. - -1.3. “Authorized Application” shall mean a software application developed by -Customer using Licensed Software under a valid Runtime License. - -1.4. “Authorized User” shall mean Customer if Customer is a natural person; or -Customer’s employee or third-party consultant if Customer is a company and -Customer authorizes such employee or third-party consultant to Use Licensed -Software or use another item that is subject to a Subscription on behalf of -Customer within Customer’s internal operations. - -1.5. "Commercial Terms" shall mean these Vaadin Commercial License and Service -Terms. - -1.6. “Consulting” shall mean Services, by which Customer purchases Vaadin’s -professional expertise, either outside a Subscription or as part of Services -provided under a Subscription. - -1.7. "Customer" shall mean the customer who has executed the Agreement and -subscribed to or purchased Licensed Software and/or Services. - -1.8. “Customer Work Products” shall mean all Materials created by Vaadin for -Customer through performance of the Consulting, other than Vaadin -Non-Commercial Materials, Vaadin Commercial Materials and Pre-Existing -Materials. - -1.9. "Developer" shall mean a software developer, tester, designer or other -person developing a software application. - -1.10. “Effective Date” means the date when Vaadin has accepted Customer’s Order -for Licensed Products or Services, or when both Parties have signed an -Agreement by physical signature or electronic signature. - -1.11. “Intellectual Property Rights” shall mean all copyrights (including the -right to modify and assign such copyright), patents, utility models, designs, -trademarks, logos, domain names, inventions, improvements, trade secrets, -know-how and all other intellectual property rights (including any applications -or rights to the foregoing). - -1.12. "License" shall mean the right to Use Licensed Software in accordance -with the Agreement and in particular the limitations and other license type -related terms and conditions set out under Section 4 below. - -1.13. "Licensed Software" shall mean such computer software program(s), which -are provided by Vaadin to Customer under the terms and conditions of these -Commercial Terms, as well as any related updates and upgrades, and which are -identified in more detail in an Order or an Agreement. - -1.14. “Materials” shall mean all works of authorship, programs, software, code, -source code, system design, processes, tools, reports, manuals, supporting -materials, drawings, diagrams, flowcharts, business templates, documents, -materials, technology, trademarks, trade secrets, websites, modifications, -updates, enhancements, innovations (whether or not patented) and concepts. - -1.15. “Order” shall mean a written or electronic order document (an order form, -invoice, or similar document) entered into between Customer and Vaadin for -Licensed Software or Services. Unless an Order says something different, each -Order will be governed by the terms of these Commercial Terms and identify the -Licensed Software and/or Service to be delivered as well as any usage -limitations, applicable fees, and any other details related to the Subscription -or other transaction. - -1.16. "Parties/Party" shall mean Customer and Vaadin, or either of them. - -1.17. “Pre-Existing Materials” shall mean all Materials, which existed prior to -the Effective Date of an Agreement on Consulting, or which are thereafter -created independently of such Agreement, other than Vaadin Non-Commercial -Materials and Vaadin Commercial Materials. - -1.18. "Project" shall mean Customer’s software development project during which -the participating Developers Use Licensed Software and which aims to produce -Project Result. - -1.19. "Project Result" shall mean the outcome of the Project. - -1.20. “Service(s)” shall mean any services, information or products (other than -Licensed Software) that are supplied by Vaadin to Customer and that are defined -in the Agreement. Services may be provided as part of a Subscription or as -separately invoiced Consulting. - -1.21. “SOW” shall mean a statement of work documents that the Parties enter -into under the Agreement and that concerns Consulting. - -1.22. "Subscription" shall mean a subscription in which Customer subscribes to -one or more of the following: (a) a right to use a Service, (b) a right to use -Vaadin Commercial Materials, or (c) a right to Use Licensed Software; all for -the agreed Subscription term and in accordance with the Agreement. - -1.23. “Supported Software” consists of the latest minor version of Vaadin -platform version 10, version 14 and all major versions starting from version -23, and second latest minor versions of Vaadin platform versions starting from -version 23, for a period described on vaadin.com website. The contents of each -Vaadin platform version is defined in the respective release notes. Supported -Software does not include pre-release versions, such as beta, alpha or release -candidate versions. - -1.24. “Support Hours” are between 7 am and 8 pm GMT from Monday to Friday, -except for the 1st of Jan, 6th of Jan, Good Friday, Easter Monday, 1st of May, -Ascension Day, Midsummer eve, 6th of Dec and 24–26 of Dec. GMT+1 Summer Time is -used between the last Sunday of March and the last Sunday of October. - -1.25. "Use Licensed Software" shall mean using Licensed Software either in -object code form or source code form or using Licensed Software as a part of an -automation test suite or an automated build process. - -1.26. “Vaadin” shall mean the Vaadin company who has executed the Agreement. If -Customer’s domicile is in the United States, such Vaadin company shall be -Vaadin, Inc., located at 405 El Camino Real, Menlo Park, CA 94025, United -States. If Customer’s domicile is outside the United States, such Vaadin -company shall be Vaadin Ltd (Finnish Business ID 1613563-9), located at -Ruukinkatu 2–4, FI-20540 Turku, Finland. - -1.27. “Vaadin Commercial Materials” shall mean all Licensed Software and other -Materials that are owned by Vaadin Ltd (Finnish Business ID 1613563-9) and that -are made available, based on a payment, through the vaadin.com online service, -Github and/or other services, under a commercial license in connection with a -Subscription or Consulting. - -1.28. “Vaadin Non-Commercial Materials” shall mean all Materials that are owned -by Vaadin Ltd (Finnish Business ID 1613563-9) and that are made available for -free in the vaadin.com online service, Github and/or other services, typically -under an open source or other non-commercial license. - -2. Scope of Application -2.1. These Commercial Terms are applied to the provision of commercial Licensed -Software and commercial Services by Vaadin to its Customers, including -Subscriptions and Consulting that are provided against payment. - -3. Subscriptions, Orders and SOWs -3.1. Vaadin offers non-free Subscriptions that to varying degrees give access -to Services, Licensed Software and other Vaadin Commercial Materials. - -3.2. The detailed content of each Subscription or other transaction is set out -in an Order document delivered by Vaadin to Customer when a new Subscription is -created, an existing Subscription is renewed, or other transaction is executed. - -3.3 The Order sets out (a) the identity of Customer, (b) the ordered Service, -Licensed Software or other Vaadin Commercial Materials, (c) the Subscription -fee, (d) the Subscription term, (e) the relevant License type (where -applicable), i.e., Developer License, Runtime License or Trial License, (f) -possible specific restrictions and limitations, (g) possible specific rights, -such as redistribution rights, (h) possible maintenance and support services -related to Licensed Software, and (i) possible other relevant details of the -Subscription or other transaction. - -3.4. Unless otherwise set out for Licenses under Section 4 below, all -Subscriptions may only be used by such Authorized Users that have been named by -Customer and that have been connected to a Subscription. The number of -Authorized Users included in a Subscription depends on the number of named -users purchased by Customer. Unless otherwise set out for Licenses under -Section 4 below, the list of Authorized Users can be changed at any time by -Customer’s Subscription administrator. - -3.5. Customer is responsible for ensuring that its Authorized Users maintain -the usernames, passwords and other identifiers necessary for the use of -Licensed Software, or use of another item that is subject to a Subscription, -diligently and that they do not disclose them to third parties. Customer must -promptly notify Vaadin about any unauthorized use of such identifiers. Customer -shall ensure that its Authorized Users comply with the Agreement and Customer -shall be responsible for its Authorized Users’ use of Licensed Software or use -of another item that is subject to a Subscription. - -3.6. Vaadin Pro Subscriptions come with a thirty (30) day money-back guarantee. -If Customer for any reason wishes to cancel such Subscriptions within thirty -(30) days from the beginning of the first Subscription term, Customer can -contact Vaadin for a refund of the Subscription fees. - -3.3. In case of Consulting the relevant Services to be delivered by Vaadin to -Customer, as well as the relevant fees and other terms applicable to such -Services, are set out in a SOW that is entered into under the Agreement. - -4. Grant of License to Use Licensed Software, License Types -4.1 This Section 4 sets out the terms under which Vaadin grants Licenses to -Customer and it also includes License type specific terms and conditions. Any -License being granted as well as the relevant License type shall be determined -at the time of the Subscription and set out in the Order or other Agreement -document. - -4.2 Except for the License explicitly set out below in this Section 4, Customer -(and each Authorized User) may not use, copy, modify, rent, loan, lease, sell, -sublicense, create derivative works from, transfer or distribute, the Licensed -Software for any purposes, or make the Licensed Software available to any -person or entity that is not an Authorized User, or assign its rights or -obligations under the Agreement to a third party. Furthermore, Customer shall -not decompile, disassemble, decode, adapt, or otherwise attempt to derive or -gain access to the source code of the Licensed Software, in whole or in part or -reverse engineer the Licensed Software or any elements of the Licensed -Software, or remove any proprietary notices from the Licensed Software, or use -the Licensed Software in any manner or for any purpose that infringes, -misappropriates, or otherwise violates any Intellectual Property Rights or -other right of any person, or that violates any applicable law. Customer shall -not use Licensed Software to develop, test, support or market services or -products that are competing with and/or provide similar functionality to the -Licensed Software (wrapping is forbidden). Vaadin grants no rights other than -those explicitly granted herein, and Customer shall not exceed the scope of its -License as set forth herein and in the applicable Order. - -4.3. Developer License -4.3.1 General Provisions -4.3.1.2 This Section 4.3 contains the terms and conditions of Vaadin’s -developer License (“Developer License”), under which Vaadin licenses -development components for use by a Developer. -Vaadin grants to Customer, based on full payment of the Subscription fee, a -worldwide, royalty-free, non-exclusive, limited License to Use Licensed -Software in Project(s). - -4.3.1.3 Customer must procure the right to Use Licensed Software for each -individual Developer separately. For clarity, if the Project Result that -includes the Licensed Software is further developed or modified or is used as a -component or framework in a software development project or otherwise provides -the functionality of the Licensed Software for use in a software development -project, all Developers who Use Licensed Software in such context need to have -a valid Developer License. - -4.3.1.4 The list of Developers can be changed by Customer, but after an -individual Developer has been designated by Customer, Customer may not -reallocate the Developer License from the designated Developer to another -Developer before sixty (60) days have passed from such designation. - -4.3.1.5 Customer is entitled to Use Licensed Software for the purpose of -testing and building software applications as part of Customer’s Project. As -long as Customer has at least one valid Developer License, Customer’s right to -Use Licensed Software also includes interacting with a server that runs -Licensed Software as a part of an automated test suite, automated build system -or corresponding system (without this requiring a separate License). - -4.3.2 Redistribution Right -4.3.2.1. Under the Developer License, Customer may be entitled to redistribute -the Licensed Software as part of Customer’s Project Result, as set out in this -Section 4.3.2. Such possible redistribution right is set out for each Licensed -Software component separately and indicated in the Order. - -4.3.2.2. The redistribution permitted under Section 4.3.2.1 above allows -Customer to redistribute the Licensed Software in object code form only, and -only as embedded in Customer’s Project Result for use by end users of the -Project Result. - -4.3.2.3. Customer may not distribute Licensed Software as a standalone product, -or as a part of any product other than Customer’s Project Result, or in any -form that allows any Licensed Software (or portion thereof) to be reused by any -application other than Customer’s Project Result. Accordingly, Customer shall -not use the Licensed Software to develop, test, support or market services or -products that are competing with and/or provide similar functionality to the -Licensed Software (wrapping is forbidden). - -4.3.2.4. For the avoidance of doubt, Customer’s end users of the Project Result -are not allowed to use the Licensed Software, or any portions thereof, for -software development or application development purposes unless they first -purchase a separate Developer License from Vaadin for each relevant end user. -Customer or the Developer must not grant end users of the Project Result any -right to further sublicense the Licensed Software or any portions thereof. - -4.3.2.5. If the Order expressly grants Customer the right to redistribute or -offer access to all or a portion of the Licensed Software, then, in conjunction -with any such grant, Customer must comply with any limitations or requirements -specified in the Order or in these Commercial Terms, as applicable, and Vaadin -must distribute or offer access to the Project Result including the Licensed -Software subject to a license agreement or terms of use between Vaadin and each -customer of Customer accessing such Project Result that: (a) protects Vaadin’s -interests consistent with the terms contained in these Commercial Terms, (b) -prohibits Vaadin’s customer or other end user from any further distribution of -the Licensed Software, (c) includes a limitation of damages clause that, to the -maximum extent permitted by applicable law, disclaims on behalf of Vaadin or -its respective Vaadins, suppliers or resellers, liability for any and all -damages, whether direct, special, incidental or consequential damages, (d) -contains terms substantially similar to those in these Commercial Terms. -Furthermore, Customer must include a valid copyright message in the Project -Result in a location viewable by its end users that will serve to protect -Vaadin’s copyright and other Intellectual Property Rights in the Licensed -Software. - -4.4. Runtime License -4.4.1. This Section 4.4 contains the terms and conditions of Vaadin’s runtime -License (“Runtime License”), under which Vaadin provides access rights to -Licensed Software embedded in an application. - -4.4.2. In consideration of Customer’s payment of the fees for the Licensed -Software Subscription as set out in the applicable Order, Vaadin grants to -Customer a worldwide, non-exclusive, non-transferable, non-assignable, limited -right, during the applicable Subscription term, to use, via its Authorized -Users, the Licensed Software according to the Commercial Terms solely: (i) for -Authorized Application(s) set forth in the relevant Order; (ii) in Customer's -internal operations as set out below; and (iii) within the specific scope and -limitations, and for the specific configuration(s), in each case, as specified -in the applicable Order. - -4.4.3. Customer may grant licenses, for free or based on a payment, to the -Authorized Application(s) including Licensed Software, whether regarded as -derivative works or not, as long as Customer has obtained from Vaadin a valid -Runtime License for and on behalf of Customer’s own Customers (that Use -Licensed Software), or Customer clearly communicates that anyone Using Licensed -Software needs to obtain a valid Runtime License from Vaadin prior to -installation and use of the Authorized Application(s) including Licensed -Software. - -4.4.4. Customer is entitled to offer its Authorized Application(s) including -Licensed Software to its end users as a cloud service, without such end users -of the cloud service obtaining separate Runtime Licenses to the Licensed -Software, required that this is done in accordance with these Commercial Terms -and the scope and limitations set out in the applicable Order. - -4.4.5. In case Customer wishes to use the Licensed Software in connection to a -new Authorized Application or wishes to order Licenses to additional Licensed -Software, the Parties shall agree thereupon in an Order. - -4.5. Trial License -4.5.1. This Section 4.5 contains the terms and conditions of Vaadin’s trial -License (“Trial License”), under which Vaadin may make certain software -components available for free evaluation use by Customer. Further terms and -conditions applicable to a particular Trial License may be set out in the Order -or appear in connection with a trial registration form. - -4.5.2. Vaadin grants to Customer a limited, non-exclusive License to Use -Licensed Software solely in Customer’s internal operations for evaluation -purposes. The Trial License may be subject to one or more usage limits. - -4.5.3. Customer may not (a) circumvent any technical limitations included in -the Licensed Software offered to Customer under a Trial License; (b) integrate -the Licensed Software into Project Results or use it for any commercial, -production or training purpose; or (c) transfer the Trial License to any third -party, or redistribute the Licensed Software being subject to a Trial License. - -4.5.4. Vaadin makes the Licensed Software available to Customer on a trial -basis until the earlier of (a) the end of the trial period for which Customer -registered; (b) the start date of any paid Subscription to such Licensed -Software; or (c) termination of the trial by Vaadin in its discretion. The -trial period is not automatically renewed, and Customer may not register for a -new free trial with respect to a particular Licensed Software, before twelve -(12) months have passed from the beginning of the previous trial period. -Customer may request an extension to the trial period from Vaadin, and Vaadin -may in its discretion decide to extend such trial period for Customer. - -4.5.5. Any data that Customer enters into a Licensed Software, and any -configurations or customizations made to a Licensed Software by or for -Customer, during Customer’s free trial will be permanently lost unless Customer -purchases a paid Subscription to the same Licensed Software as covered by the -trial, or export such data, before the end of the trial period. - -5. Updates, Upgrades, Maintenance and Support for Licensed Software -5.1. Vaadin may, at its sole discretion, during the Subscription term offer -maintenance releases, updates and upgrades (new versions) to Licensed Software. -Installed updates replace and/or supplement (and may disable) the version of -the Licensed Software previously provided under the License. The updated -Licensed Software remains subject to the terms of the License and to any -special terms and conditions possibly accompanying such update. - -5.2. Customer is not entitled to receive support for the Licensed Software, -except as set out in the Order or other Agreement document. Vaadin may also -otherwise at its sole discretion provide support for the Licensed Software -during the Subscription term, either for free or for a fee. - -6. Subscription-based Services, Tools, and Features -6.1. This Section 6 sets out the terms under which Customer may purchase -certain Subscription-based tools, features and other Services from Vaadin. Any -tool, feature or other Service to be delivered by Vaadin to Customer shall be -set out and agreed upon in an Order or other Agreement. Sections 6.2–6.10 below -apply with respect to Customer only to such extent that Customer has explicitly -agreed upon the delivery of such tools, features or other Services by Vaadin to -Customer. - -6.2 Training Courses -6.2.1. Customer is offered access to Vaadin’s recorded and/or live, instructor -led online training courses during the term of the Subscription. - -6.2.2. Customer Users can enroll to live training courses subject to -availability of seats. Once Vaadin has processed the Customer User’s -enrollment, Vaadin will send such Customer User a confirmation email. - -6.2.3. Vaadin exclusively owns and retains all title, Intellectual Property -Rights, and any other rights in and to Vaadin Materials used in connection with -training courses. Customer agrees not to copy or distribute Vaadin’s -copyrighted material without Vaadin’s prior written consent and not to use -recording equipment in Vaadin’s classes without Vaadin’s prior written consent. - -6.3. Vaadin Commercial Tools -6.3.1. Customer is given access to existing and upcoming versions of Vaadin’s -commercial components and tools as defined in an Order or other Agreement -document. Vaadin grants Customer a license to use the commercial Vaadin tools -and components for the duration of the Subscription in accordance with the -applicable license terms set for each tool and component. Unless otherwise set -out in the applicable license terms set for each tool or component, Customer’s -right of use shall expire without a separate notice when the Subscription is -terminated or expires. - -6.4. Expert Chat -6.4.1. Customer is offered access to a chat service, where Vaadin’s expert team -helps Customer by answering technical questions. This Service allows Customer -to get advice regarding any issues related to Supported Software through a chat -service during the Support Hours. Only advice is provided as part of this -Service. For example, implementation of software, UX design, hands-on sessions -through screen sharing or corresponding, or training services are not provided -as part of this Service. - -6.5. Expert on Demand -6.5.1. Customer is provided with an on-demand software development and advisory -Service, where Vaadin’s expert team helps Customer with Vaadin’s applications. -This Service is provided as ticket-based Consulting in accordance with this -Section 6.5 and Section 7.1 below. - -6.5.2. This Service may include a number of hours that are added into the time -balance in the beginning of the Subscription term or on a monthly basis or that -are purchased separately. Customer may submit service requests to the Service. -The time used for resolving the service requests is deducted from Customer’s -time balance. The Subscription has a credit limit that allows resolution of -service requests in case the time balance is zero (0) or negative, up to the -credit limit. The negative time balance will be invoiced monthly. At the end of -the Subscription term any unused positive balance is lost. When the -Subscription is terminated, any remaining time balance is lost. - -6.5.3. During the Support Hours, the resolution of a support request will be -started within two (2) business days. If Vaadin fails to start the resolution -as agreed, Customer will be compensated with one (1) free Expert on Demand hour -that is added to the time balance. - -6.5.4. If the estimated work effort for resolving a service request totals to -more than four (4) hours, a confirmation is requested from Customer before -starting the work. If the estimated work effort is inadequate for completing -the work, Vaadin is not obligated to continue working and will stop working on -the service request when the estimated number of hours is reached, if Customer -does not authorize the continuation of the service request at their expense. - -6.6. Warranty -6.6.1. This Service allows Customer to request a specific bug in Supported -Software to be fixed. There can be only one open warranty request at a time per -Subscription. Vaadin reserves the right to choose, at its sole discretion, -which warranty requests will be fixed. -During the Support Hours, the resolution of a support request will be started -within two (2) business days. If Vaadin fails to start the resolution as -agreed, Customer will be compensated with one (1) free Expert on Demand hour -that is added to the time balance. - -6.6.2. During the Support Hours, the resolution of a support request will be -started within two (2) business days. If Vaadin fails to start the resolution -as agreed, Customer will be compensated with one (1) free Expert on Demand hour -that is added to the time balance. - -6.7. Vaadin Mentor -6.7.1. This Service is provided as Consulting in accordance with Section 7.1 -below. - -6.8. Indemnification -6.8.1. Vaadin shall indemnify, defend and hold harmless Customer from and -against any and all third-party claims and/or liabilities, including attorneys’ -fees and costs, arising directly out of the use of Vaadin products by Customer -in compliance with the Agreement. The aforesaid claims include claims of -misappropriation, infringement, and invalid licensing of copyrighted work. If -any action or proceeding is brought against Customer by reason of any of the -foregoing matters, Vaadin shall upon written notice in English defend the same -at Vaadin’s expense and Customer shall cooperate with Vaadin in such defense. -If in the reasonable opinion of Vaadin a Vaadin product infringes third-party -Intellectual Property Rights or if such infringement has been confirmed in a -trial, Vaadin shall and may at its own expense and discretion either (a) obtain -the right to continue use of the Vaadin product for Customer; (b) replace the -Vaadin product with a product or service that complies with the Agreement and -corresponds to the Vaadin product; or (c) modify the Vaadin product in order to -eliminate the infringement in such a manner that the modified Vaadin product -with the Agreement. If none of the above-mentioned alternatives is available to -Vaadin on reasonable terms, Customer shall, at the request of the supplier, -stop using the Vaadin product and return it, and Vaadin shall refund the price -paid by Customer for the deliverable less the proportion of the price -corresponding to the actual time of use. Vaadin shall not, however, be liable -if the claim (a) is due to willful misconduct or gross negligence by Customer, -(b) is asserted by a group company of Customer, (c) results from alteration of -the Vaadin product by Customer or from compliance with Customer’s written -instructions; (d) results from use of the Vaadin product in combination with -any product or service not supplied by Vaadin; or (e) could have been avoided -by the use of a released product or service that complies with the Agreement -and corresponds with the deliverables and which product or service is offered -for use to Customer by Vaadin without separate charge. The aforesaid indemnity -obligation of Vaadin shall, however, always be limited to an amount equal to -three times the yearly Subscription fee, and Vaadin’s liability for indemnified -claims shall be limited to this Section 6.9. - -6.9. Extended Maintenance for Vaadin -6.9.1. The extended maintenance for Vaadin Service extends the coverage of the -Expert Chat Service (Section 6.4) and the Warranty Service (Section 6.6) thus -that the latest minor versions of Vaadin Framework versions 7 and 8 and related -Vaadin components, Vaadin Tools, Vaadin Pro Add-ons and stable status add-ons -released by Vaadin are covered for the duration of the Subscription term. - -6.9.2. The extended maintenance for Vaadin Service extends the coverage of the -Expert Chat Service (Section 6.4) and the Warranty Service (Section 6.6) thus -that the latest minor versions of Vaadin platform versions 10, 14, and 23+ are -covered for the duration of the Subscription term. - -6.9.3. Any and all changes to the software covered by Extended Maintenance may -be published under commercial or non-commercial License and will be made -available exclusively to Customers that have subscribed to the extended -maintenance for Vaadin Service. - -6.9.4. The scope of the extended maintenance for Vaadin Service is described in -more detail in the Order or other Agreement document. - -6.10. Custom Builds -6.10.1 This Service allows Customer to request specific bugs fixes or features -to be backported to a non-supported version of Vaadin Framework or Vaadin -Platform and released as a Customer specific build under a commercial Runtime -License (Section 4.4) (“Custom Build”). Features will be backported under the -Expert on Demand Service (Section 6.5) and charged separately. Vaadin maintains -the Custom Build for the duration of the Subscription. The license to use the -Custom Build is valid for the duration of the Subscription and ends when the -Subscription terminates. - -6.10.2. During the Support Hours, the resolution of a support request will be -started within two (2) business days. If Vaadin fails to start the resolution -as agreed, Customer will be compensated with one (1) free Expert on Demand hour -that is added to the time balance. - -6.10.3. Vaadin will build a new version of the Custom Build on demand basis, -however, at most once a month. - -7. Consulting -7.1. Delivery of Consulting -7.1.1 The Parties may agree upon the delivery of Consulting in an Order, SOW, -or other Agreement document. Unless otherwise agreed by the Parties, Consulting -is delivered by Vaadin to Customer on a time-and-material basis. The standard -working methods and practices of Vaadin shall be followed. - -7.1.2. Vaadin warrants that the Consulting will be performed in the agreed -manner, with due care and with the professional skills required for the task. -This warranty shall be valid for thirty (30) days from performance of -Consulting. If during such time period, Customer reasonably determines that the -Consulting has not been performed in accordance with the aforesaid, Customer -shall promptly notify Vaadin. If Vaadin determines that the Consulting was -defective, then Vaadin will take prompt remedial action to re-perform any -Consulting that fails to meet the limited warranty at its own cost and expense -or refund to Customer the fees paid for the non-conforming Consulting. THE -FOREGOING STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND VAADIN’S ENTIRE -LIABILITY FOR ANY BREACH OF THE FOREGOING WARRANTY REGARDING CONSULTING. - -7.1.3. If either Party finds that a delay will occur or is likely, the Party -shall without delay inform the other Party in writing of the delay and of the -effects of the delay on the delivery time schedule. - -7.1.4. Unless otherwise agreed, any indicated delivery times of Vaadin are -approximate. Vaadin’s sole responsibility for delays is to use reasonable -commercial efforts to meet the specified time of delivery. - -7.1.5. If a not-to-exceed hourly limit is specified in the Agreement, Vaadin is -not obligated to continue working and will stop working on the Consulting when -such limit is reached if Customer does not authorize the continuation of the -Consulting at their expense. - -7.2. Qualification and Replacement of Personnel -7.2.1. Customer shall have a right to review and approve the qualifications of -any Vaadin personnel assigned to perform the Consulting described in an Order -or a SOW, and Customer may require Vaadin to remove and/or replace any of such -personnel at any point of time. If Customer has selected named personnel to -perform the Consulting, such personnel shall be named in an Order or a SOW. - -7.3. Non-solicitation -7.3.1. During the Term of an Agreement concerning Consulting and for a period -of one (1) year after termination of the Agreement concerning Consulting, both -Parties hereby agree that they shall not, directly or indirectly, solicit, -discuss employment or consultancy with, or hire any employee or consultant of -the other Party, including all affiliates, related and group companies and -subcontractors. If either Party breaches this Section, the breaching Party -shall, on demand, pay to the other Party 200 000 euros according to the payment -terms set forth in this Agreement. This amount represents an agreement between -the Parties approximating the significant damage likely to result from breach -of this Section and is not to be interpreted as a penalty or punishment -therefor. - -7.4. Sponsored Development -The Parties may agree upon the delivery of Sponsored Development in an -Agreement. This Service is provided as Consulting in accordance with this -Section 7. Intellectual Property Rights to Sponsored Development results are -regulated by Section 11 below. - -7.5. Change Control -7.5.1. All changes to any SOW incorporated into the Agreement, including -changes to the specifications and contents of the delivery and the possible -effects of the changes to the time schedule, as well as any changes to the -price and other terms and conditions of the SOW and of the Agreement shall be -agreed in writing to be valid. - -8. Modifying Subscription or Service -8.1. Vaadin may change its Subscriptions and/or Services by adding, modifying -or removing any features or functionalities. Vaadin may also stop providing -parts of, or the whole of, the Subscription or a Service. Vaadin may also -create new operating guidelines or limitations to the Subscription or a -Service. Vaadin will notify Customer of significant changes in advance. If the -change significantly diminishes or impairs the Subscription or Service, -Customer may terminate the Subscription or Service and any pre-paid fees will -be refunded in proportion to non-rendered Services or for the remaining -Subscription term. Vaadin, however, endeavors not to apply such changes that -significantly diminishes or impairs the Service for Customer during the ongoing -Subscription term or the ongoing term of a SOW. - -9. General Responsibilities of Customer -9.1. Customer shall pay the applicable Subscription and Service fees in a -timely manner. - -9.2. Customer shall provide Vaadin free of charge with all permissions, -instructions, information, documentation, access rights, resources and -assistance that are reasonably necessary for Vaadin to deliver the -Subscriptions and Services. Customer will adhere to the agreed processes and -ways of working (e.g., online tools and communication systems) as applicable. -Customer maintains for its part and at its own cost the data communication -connections, equipment, ICT environment and software necessary for the use of -Subscriptions and Services, as reasonably informed by Vaadin from time to time. - -9.3. Customer is responsible for the correctness, completeness, suitability and -non-infringement of any material and information provided and instructions -issued to Vaadin as well as for the compliance thereof with the laws, -regulations and orders of the authorities. Customer shall ensure that the -information and material and agreed use of the Services, Licensed Software, -Vaadin Commercial Materials or Vaadin Non-Commercial Materials do not violate -any export control restrictions or international trade sanctions. Customer -shall ensure that such Services and Materials are used in accordance with -applicable law and under relevant consents. - -10. Fees, Invoicing and Payment Terms -10.1. Subscriptions -10.1.1. The applicable Subscription fee is detailed in the Order or other -Agreement document. - -10.1.2. The agreed Subscription fee shall apply for the agreed Subscription -term. Vaadin shall be entitled to adjust the Subscription fee at any time. The -adjusted new Subscription fee shall apply with respect to Customer from the -beginning of the next Subscription term, provided that the Subscription is -renewed. - -10.1.3. As regards Developer Licenses, the Subscription fee is tied to the -number of Developers and possible other metrics set out in the Order or other -Agreement document. As regards Runtime Licenses, the Subscription fee is tied -to the Authorized Application and possible other metrics set out in the Order -or other Agreement document. As regards Trial Licenses, no Subscription fee is -charged. - -10.2. Consulting -10.2.1. The applicable prices and hourly rates are detailed in the Agreement -and/or its appendices. If a price for a Service has not been agreed, the price -in Vaadin’s price list effective on the order date shall apply. - -10.2.2. Vaadin shall be entitled to adjust its prices with thirty (30) days’ -notice to Customer. - -10.2.3. Vaadin shall, if pre-approved by Customer, be entitled to charge for -customary and reasonable travel and accommodation costs as well as other travel -costs relating to Services. Traveling time shall be charged as 50% of the -agreed hourly rates. - -10.2.5. In case Customer requests that Vaadin personnel performs Consulting -more than eight (8) hours per day, and Vaadin agrees to such request, Vaadin -shall be entitled to charge a 50% surplus for each hour exceeding such eight -(8) hour limit. If no hourly rate is agreed in the Agreement, Vaadin’s price -list effective on the order date shall apply. - -10.3. Invoicing and payment terms -10.3.1. Vaadin invoices Subscriptions in advance upon order or thirty (30) days -before renewal. Time-and-material based Services are invoiced for monthly in -arrears. - -10.3.2. Value added tax, sales tax and any other similar taxes, charges and -withholdings are added to the fees in accordance with the then current -regulations. - -10.3.3. Payment terms are ten (10) days net of the date of an invoice. Vaadin -reserves the right to charge interest on any unpaid balances, at the rate of -two percent (2%) per month. - -11. Intellectual Property Rights -11.1. Vaadin Materials -11.1.1. All Intellectual Property Rights, title and any other rights in and to -Vaadin Materials are and shall at all times remain the sole and exclusive -property of Vaadin and its third-party licensors, if any. Such Vaadin Materials -include, e.g., Licensed Software, Vaadin Commercial Materials, Vaadin -Non-Commercial Materials, and Vaadin’s Pre-Existing Materials. - -11.1.2. Customer’s right to use Licensed Software, other Vaadin Commercial -Materials, and/or Vaadin Non-Commercial Materials is subject to Customer -separately obtaining a license to such Materials and Customer complying with -such license terms and conditions. Customer may use Vaadin’s Materials only for -the purpose set out in the Agreement. - -11.1.3. Customer 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 Vaadin or its third-party -licensors. Customer shall not in any manner represent that it has any ownership -of any kind in any of the above-mentioned Intellectual Property Rights. - -11.1.4. Customer’s License to Use Licensed Software is set out under Section 4 -above. Section 6 contains license terms relating to certain tools, features and -other Services from Vaadin. - -11.2. Customer Work Products -11.2.1. Unless otherwise agreed between the parties with respect to Vaadin’s -Pre-Existing Materials, Vaadin grants to Customer a perpetual, worldwide, -non-exclusive, royalty-free, irrevocable, transferable license to use, make, -reproduce, prepare derivative works of, publicly display and perform, transmit, -sell, offer to sell, and distribute Vaadin’s Pre-Existing Materials or any -derivative works of Vaadin’s Pre-Existing Materials that are used in the -creation of agreed Customer Work Products as part of Consulting and are an -inseparable part of the Customer Work Products. This license is limited to -Vaadin’s Pre-Existing Materials only, as described above, and does not grant -any rights to any Licensed Software, other Vaadin Commercial Materials, or -Vaadin Non-Commercial Materials. - -11.3. Customer Materials -11.3.1. Customer exclusively owns and retains all title, Intellectual Property -Rights, and any other rights in and to Customer’s Pre-Existing Materials. -Vaadin has the right to use Customer’s Pre-Existing Materials only for the -purposes of the Agreement. - -11.3.2. Customer exclusively owns and retains all rights to the Customer Work -Products. Vaadin has the right to use the Customer Work Products only for the -purposes of the Agreement. For the avoidance of doubt, the Customer Work -Products never includes Licensed Software, other Vaadin Commercial Materials, -or Vaadin Non-Commercial Materials. - -11.4. Sponsored Development Results -11.4.1. Vaadin exclusively owns and retains all title, Intellectual Property -Rights and any other rights in and to any results from Sponsored Development -(“Sponsored Development Results”). Vaadin grants to Customer a perpetual, -worldwide, non-exclusive, royalty-free, irrevocable, transferable license to -use, make, reproduce, prepare derivative works of, publicly display and -perform, transmit, sell, offer to sell, and distribute Sponsored Development -Results or any derivative works of Sponsored Development Results. - -11.5. Contributions to Vaadin Materials -11.5.1. Customer irrevocably and perpetually assigns to Vaadin all of -Customer’s right, title and interest in and to any contribution related to -Licensed Software, other Vaadin Commercial Materials, Vaadin Non-Commercial -Materials, or Vaadin’s Pre-Existing Rights, including without limitation -software artefacts, modifications, bug fixes, bug reports, performance reports, -documentation changes and other enhancements created during the performance of -the Agreement, including without limitation all proprietary rights and -Intellectual Property Rights recognized anywhere in the world, now or in the -future, associated with Customer’s contribution related to said Vaadin -Materials. Customer represents and warrants that it has the legal right to -grant these rights to Vaadin. - -11.5.2. The Parties may on a case-by-case basis and in advance agree separately -on more significant Customer contributions to Vaadin Materials. - -11.6. Content in Expert on Demand and Expert Chat -11.6.1. As regards content submitted to the expert on demand or expert chat -Services, Customer grants Vaadin a worldwide, fully paid-up limited license to -use and utilize such content for the purposes of improving and operating -Vaadin’s Services. This license continues even if the Subscription ends and -Customer stops using Vaadin’s Services. Customer represents and warrants that -it has the legal right to grant these rights to Vaadin. - -11.6.2. Vaadin grants Customer a worldwide, royalty-free, irrevocable, -non-exclusive license to duplicate, modify, distribute, sell, re-license and -reuse the answers and advice to the requests that Customer has sent to the -expert on demand or expert chat Services. This license does not give Customer -any rights to any Intellectual Property Rights that are not created as part of -the service request resolution process, including without limitation Licensed -Software, other Vaadin Commercial Materials, Vaadin Non-Commercial Materials, -Vaadin’s Pre-Existing Materials, or other software, products or documentation. - -11.7. Third-Party Components -11.7.1. All Intellectual Property Rights to third-party components are owned by -third parties and exclusively governed by the terms issued by the respective -third-party vendors. To the extent the use of third-party components has not -been agreed upon in the Agreement, Vaadin will ask for Customer’s written -permission for using any third-party components in connection with providing -the Services. Customer agrees to procure all such licenses for third-party -components necessary for the provision of the Services. - -11.8. Vaadin Trademarks -11.8.1. “Vaadin”, “}>”, “Fight for Simplicity” and “Thinking of U and I” are -registered trademarks of Vaadin Ltd and may not be used without permission from -Vaadin. - -11.9. Suspected Violations of Intellectual Property Rights -11.9.1. Customer is encouraged to notify Vaadin if it suspects that somebody is -violating Vaadin’s Intellectual Property Rights, by email to privacy@vaadin.com -or by filling Vaadin’s online contact form. - -12. Customer Data -12.1. Customer acknowledges that it is solely responsible for protecting and -preserving any and all information and data present on its computer systems or -which may be otherwise affected by the performance of the Licensed Software -and/or Services. Vaadin shall not be responsible for the loss of or damage to -any such information, including where such loss or damage results from failure -of Customer to properly back-up its data prior to the performance of the -Licensed Software and/or Services. Customer shall be responsible for taking -back-up copies of its data and data files and for verifying the functionality -of such back-up copies. - -13. Processing of Personal Data -13.1. The Privacy Policy describes in detail how Vaadin as a controller -processes personal data on its customers and community members. - -13.2. If Vaadin processes personal data on behalf of Customer, the Parties -shall enter into a separate data processing agreement. - -14. Confidentiality -14.1. Both Vaadin and Customer agree that the Agreement and all information and -Materials related to the Agreement constitutes “Confidential Information”. -Confidential Information further includes information either marked as -confidential or information reasonably known or understood by the receiving -Party as being treated by the disclosing party as confidential. Confidential -Information shall not include information: (i) that is now or becomes generally -available to the public through no fault or breach of the receiving Party; (ii) -that the receiving Party can document was already known to it prior to -disclosure by the disclosing Party; (iii) that is independently developed by -the receiving Party without the use of any of the other Party’s Confidential -Information; and (iv) that the receiving Party rightfully obtains from a third -party who has the right to transfer or disclose it. - -14.2. Each Party agrees to keep the other Party’s Confidential Information -confidential, not to use such information except as authorized by the -disclosing Party, and to accord to such information the same safeguards and -protections which it accords to its own confidential business or technical -information. If the receiving Party is subpoenaed or ordered by any court or -governmental agency to disclose the other Party's Confidential Information, it -will provide prompt written notice to the other Party so as to allow such Party -to seek a protective order or confidential treatment for such information. - -14.3. Both Parties may disclose Confidential Information to their personnel -that have a need to know such Confidential Information for performing the -duties required by the Agreement with the provision that such personnel is -bound by confidentiality obligations corresponding to those included in this -Section 14. - -15. Use of Name -15.1. Vaadin may use Customer’s name and logo in its marketing collateral, -websites, and promotional materials to identify Customer as a customer of -Vaadin. - -16. Subcontractors -16.1. Vaadin may subcontract the delivery of its Subscriptions and Services -wholly or partially, however, such subcontractors must agree to be bound by -confidentiality provisions corresponding to those set out in the Agreement. -Vaadin may use resources from any parent, affiliated or related companies to -perform its Subscriptions and Services. - -17. Employees -17.1. Vaadin is responsible for all Vaadin personnel and for the payment of -their compensation, including, if applicable, withholding of income taxes and -the payment and withholding of social security and other payroll taxes, -unemployment insurance, workers’ compensation insurance payments and disability -benefits. - -18. Competition -18.1. Customer acknowledges and agrees that Vaadin may, without limitation, -grant licenses and provide Subscriptions and Services to other persons, firms, -corporations, or other entities, including entities that compete with Customer, -on any terms Vaadin deems appropriate. - -19. Auditing rights -19.1. Vaadin shall have a right to inspect and audit Customer’s compliance with -the Agreement. Before using its audit right, Vaadin may first ask Customer to -address its compliance with the Agreement by correspondence, reports, and other -documents. If Vaadin finds such documentation insufficient, Vaadin shall be -entitled to carry out an audit during regular business hours of Customer. Such -audit may be carried out no more than once per year unless a follow-up audit is -required due to revealed violations of the Agreement. If an audit reveals -violations of the Agreement or an underpayment by Customer, Customer shall -without delay pay the amount underpaid and/or correct the error/shortage and in -addition compensate Vaadin for all reasonable costs associated with such an -audit. - -20. Term and Termination -20.1. Subscriptions -20.1.1. A Subscription is purchased for a Subscription term chosen at the time -of purchase. - -20.1.2. Customer's right of use starts at the beginning of the Subscription -term and remains in force until the end of the Subscription term. The start -date of the Subscription term may be set out in the Order or other Agreement -document. If no Subscription start date is specified, the start date shall be -the date when Vaadin provides Customer with access to subscribed product or -service. - -20.1.3. At the end of the Subscription term, the Subscription is automatically -renewed for the period length corresponding to the length of the original -Subscription term. Customer will be charged with the same payment method as -with the most recent Subscription. Customer can terminate any Subscription -within the vaadin.com service or by contacting Customer’s contact person at -Vaadin at any time. If a right of use is given without a fee, such right of use -is valid for the time defined by Vaadin. - -20.1.4. Details regarding Subscriptions for Licensed Software -20.1.5 Upon expiration or termination of a License (in connection with the -expiration of a Subscription term or a premature termination of the Agreement), -Customer’s and its Authorized Users’ right to Use Licensed Software shall end. -Except as set out in Section 20.1.6 below, Customer shall promptly cease use of -the Licensed Software and destroy all copies of the Licensed Software in its -possession. - -20.1.6. With respect to Developer Licenses, Customer may also after the -Subscription term continue permitted redistribution of the Licensed Software as -part of Customer’s Project Result, providing that the Licensed Software is not -further developed or modified or used as a component or framework in a software -development project or used in another way that would require a valid Developer -License. In case the Agreement is terminated due to Customer’s breach of the -Agreement, Vaadin shall, however, be entitled to terminate Customer’s possible -right of redistribution. Any licenses Customer has granted to the Project -Result in accordance with the terms and conditions of these Commercial Terms -will, however, survive termination of the Agreement. - -20.1.7. With respect to Runtime Licenses, Customer’s and its sub-licensees’ -(i.e., possible permitted customers of Customer’s Authorized Application(s)) -right to Use Licensed Software ends on the day that the Subscription expires or -is terminated. - -20.2. Consulting -20.2.1. An Agreement on Consulting shall commence as of the Effective Date and -remain in effect until further notice or for any fixed term agreed by the -Parties (“Consulting Term”). During the Consulting Term, each SOW shall remain -in effect until the Services have been delivered to Customer or as otherwise -agreed by the Parties in the SOW. The termination of a SOW shall not cause the -termination of any other SOW. - -20.2.2. Either Party may terminate any SOW during the Consulting Term for any -reason or no reason by giving thirty (30) days’ written notice to the other -Party. - -20.3. General provisions -20.3.1. Vaadin may stop providing its Subscriptions or Services, or terminate -the Agreement upon written notice of termination to Customer, if Customer has -not paid a due and correct payment despite a written reminder, or Customer -otherwise breaches any obligation under the Agreement, becomes insolvent or -ceases doing business in the ordinary course. Vaadin may also stop providing -Subscriptions or Services to Customer if Vaadin is investigating suspected -misuse. If Customer’s breach is capable of being remedied, the Agreement may be -terminated only if Customer has not rectified its breach within seven (7) days -from the written notice of Vaadin. - -20.3.2. If Customer terminates the Agreement, no pre-paid Subscription or -Service fees will be returned. If Vaadin terminates the Agreement prematurely, -excluding termination due to Customer’s breach of any obligations under the -Agreement, pre-paid Service fees will be refunded in proportion to non-rendered -Services. All accrued Service fees shall be invoiced and paid upon termination -of the Agreement within 45 days. - -21. Survival -21.1. Any sections of the Agreement containing provisions on Intellectual -Property Rights, licensing restrictions, confidentiality, use of name, -non-solicitation, warranties and warranty disclaimers, limitations of -liability, audits rights, governing law and jurisdiction, and any term of the -Agreement which, by its nature, is intended to survive termination or -expiration, will remain in effect following any termination or expiration if -the Agreement, as will Customer’s obligation to pay any fees accrued and owing -to Vaadin as of termination or expiration. - -22. Warranties -22.1. LICENSED SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND -EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. -EXCEPT AS EXPRESSLY PROVIDED IN THESE COMMERCIAL TERMS, NEITHER PARTY MAKES ANY -WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED -WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR -PURPOSE, ANY IMPLIED WARRANTY THAT ANY SOFTWARE, PRODUCT OR SERVICE WILL MEET -ALL NEEDS AND EXPECTATIONS, BE ERROR-FREE, OR BE OF CERTAIN CONDITION, QUALITY -OR DURABILITY, OR FUNCTION OR PERFORM IN A CERTAIN WAY. ALL SUCH WARRANTIES, -CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED. -23. Limitation of Liability -23.1. VAADIN AND ITS AFFILIATES AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY -INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT -NOT LIMITED TO BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF PROFITS, LOSS OF -REVENUES, LOSS OF BUSINESS OPPORTUNITIES AND LOSS OF GOODWILL, OR FOR DAMAGES -CAUSED TO THIRD PARTIES OR BY THE PURCHASE OF REPLACEMENT PRODUCTS OR SERVICES, -HOWSOEVER CAUSED, EVEN IF THEY HAVE BEEN ADVISED OF OR SHOULD HAVE FORESEEN -SUCH DAMAGES. - -23.2. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF -A PARTY TOWARDS THE OTHER PARTY IN RELATION TO THE AGREEMENT IS LIMITED TO A -MAXIMUM OF 50 % OF THE PRICE PAYABLE FOR THE AGREED SUBSCRIPTION, PRODUCT OR -SERVICE DIRECTLY RELATED TO THE CAUSE OF ACTION ASSERTED UNDER THE RELEVANT -AGREEMENT. IN CASE OF SUBSCRIPTIONS, THE AFOREMENTIONED 50 % LIMIT IS -CALCULATED BASED ON THE SUBSRPTION FEE FOR THE MOST RECENT SUBSCRIPTION TERM. -IN CASE OF CONSULTING CARRIED OUT OUTSIDE A SUBSCRIPTION, THE AFOREMENTIONED -50 % LIMIT IS CALCULATED BASED ON THE TOTAL VALUE OF THE CONSULTING UNDER THE -RELEVANT SOW. - -23.3. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE CAUSE OF -ACTION OR LEGAL THEORY PLED OR ASSERTED, INCLUDING NEGLIGENCE, TORT, BREACH OF -CONTRACT AND WARRANTY. - -24. Statute of Limitation -24.1. The Parties agree that any action in relation to an alleged breach of the -Agreement shall be commenced within one (1) year of the date of the breach, -without regard to the date the breach is discovered. Any action not brought -within that one (1) year time period shall be barred, without regard to any -other limitations period set forth by law or statute. - -25. Complaints -25.1. If at any time a Customer User would like to discuss with Vaadin how the -Subscriptions or Services can be improved or if a Customer User has a complaint -about the Subscriptions or Services, such Customer User is invited to contact -the Vaadin contact person identified in the Agreement. Vaadin will investigate -any complaints promptly and do what it can to resolve the difficulties. - -26. Governing Law and Jurisdiction -26.1. For customers domiciled in the United States -26.1.1. If 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 the 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. - -26.2. For customers domiciled outside the United States -26.2.1. If 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. - -26.3. Waiver of Jury Trial -26.3.1. UNLESS OTHERWISE EXPRESSLY STATED IN THE AGREEMENT OR ANY SOW -INCORPORATED IN THE AGREEMENT, THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL IN -ANY PROCEEDING ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE SUBSCRIPTIONS, -PRODUCTS AND SERVICES PROVIDED HEREUNDER. - -27. Miscellaneous -27.1. Force Majeure -27.1.1. Except for the obligation to pay sums due hereunder, neither Party -shall be responsible for defaults, delays or failures in performance of the -Agreement (including, without limitation, war or insurrection, earthquake, -flood or other similar natural catastrophe, pandemics, interruptions in general -traffic, data communication or supply of electricity, technical malfunctions, -denial-of-service attacks, computer errors, corruption or loss of information, -import or export embargo, strike, lockout, boycott or other similar industrial -action) resulting from acts, events, circumstances or causes beyond its -control, including also a force majeure encountered by a subcontractor of a -Party. - -27.2. Entire Agreement and Order of Precedence -27.2.1. The Agreement, including within limitation the Order or SOW, these -Commercial Terms and any other appendices, comprise the entire agreement -between Customer and Vaadin and supersedes all prior or contemporaneous -negotiations, discussions or agreements, whether written or oral, between the -parties regarding the subject matter of the Agreement. - -27.2.2. In case of discrepancies between the documents constituting part of the -Agreement, the following order of precedence shall apply: (i) the Order, SOW or -other mutually signed Agreement document, (ii) these Commercial Terms, (iii) -other appendices of the Agreement (the appendices are applied as mutually -supplementary). - -27.3. Notices -27.3.1. Notices and communications shall be in writing and deemed served when -received by hand delivery, certified mail (return receipt requested), by -recognized overnight courier or by e-mail that is replied to by a contact -person of the other Party. - -27.4. No Waiver -27.4.1. The failure of a Party to exercise any right or privilege arising out -of the Agreement shall not preclude it from requiring that the other Party -fully performs its obligations and shall not preclude the Party from exercising -such a right or privilege at any time. - -27.5. Headings -27.5.1. The headings in these Commercial Terms are for the convenience of the -Parties only and are not intended to define or limit the scope or -interpretation of the Commercial Terms or any provision hereof. - -27.6. Severability -27.6.1. If any provision of the Agreement shall be held invalid, illegal or -unenforceable, the remaining provisions shall not be affected or impaired. - -27.7. Export Control -27.7.1. The Licensed Software may be subject to import and export controls in -other countries. Customer agrees to strictly comply with all applicable import -and export regulations and acknowledge that Customer has the responsibility to -obtain licenses to export, re-export, transfer or import Licensed Software. - -27.8. Assignment -27.8.1. Neither Party shall have the right to assign the Agreement to a third -party without the prior written consent of the other Party. However, Vaadin -shall have the right to assign the Agreement and the rights and obligations -contained therein to a company belonging to the same group of companies as -Vaadin, and to a third party to which the business of Vaadin is transferred. -Furthermore, Vaadin may assign its rights to amounts payable to it under the -Agreement. - -27.9. Language -27.9.1. The official text of the Agreement, any notices given, or accounts or -statements required hereby shall be in English. - -27.10. Changes to these Commercial Terms -Vaadin may change these Commercial Terms at any time, upon thirty (30) days -prior written notice. The changed Commercial Terms shall apply to any new -Orders and Agreements entered into after the effective date of the change. As -regards Subscriptions, the changed Commercial Terms shall apply from the -beginning of a renewed Subscription term, provided that Vaadin has notified -Customer of the changed Commercial Terms no less than thirty (30) days prior to -the renewal of the Subscription. If Customer does not agree to the amendment, -it may terminate the affected Agreement by providing written notice to Vaadin -prior to the effective date of the change (unless Vaadin decides to cancel the -respective amendment before such effective date, in which case no termination -right exists). Otherwise, the Agreement may be modified only by an express -written agreement executed by authorized representatives of each Party. +This program is available under Vaadin Commercial License and Service Terms. +See https://vaadin.com/commercial-license-and-service-terms for the full +license.