Software License and Services Terms
IO Builder Software, Firmware and Hardware Components
Effective from January 25th, 2024 

These Software License Agreement terms (the “Terms”) govern all purchases of-, use of- and contractual relationship established for the Licensor Products defined hereunder by you as the customer („you” or „Customer”).

If you have entered into another written agreement with us concerning a specific Product, then the terms of that specific agreement will control, where it conflicts with these Terms.

By accepting these Terms, you (i) you are fully capable and authorized to represent and bind yourself or your company and (ii) accept that if you are agreeing to these Terms not as an individual but on behalf of your company, then “you” or “Customer” means your company that you represent, and you are binding your company to these Terms, furthermore (iii) you state that you purchase or use the Products for your business purposes and you accept that you do not qualify as a “consumer” under any choice of law.

As stated in detail in Section 2.2, Licensor may modify these Terms from time to time, subject to the conditions there stated.

Product and Service Description

  ·  IO Builder Server Software
Loads, maintains and provides intermediate data flow utilities for custom developed or 3rd Party plugins which implements any of the IO Builder APIs. Provides a webserver for serving the web based Graphical User Interface.

  ·  IO Builder Web Frontend
Web based Graphical User Interface for setting up, controlling and monitoring IO Builder Server and its components, plugins.

  ·  IO Builder Node Plugin
Any of the software plugins that implements IO Builder Node Plugin API and loadable by the IO Builder Server Software.

  ·  IO Builder External Plugin
Any of the software plugins which loaded by any software (other than IO Builder server) and interacts with the IO Builder Server directly.

  ·  IO Builder External Application
Any of the software, firmware, PLC program which interacts with the IO Builder Server directly.

  ·  IO Builder Link (IOBLink)
An open TCP/IP protocol for exchanging data between IO Builder Server and External Plugins and Applications.

  ·  IO Builder Hardware Firmware
Firmware of the hardware components, including software tools for deployment and configuration.

1.  Contracting Entity, Governing Law

    1.1.  Your relationship is with entity below, and your Agreement is governed by the laws of Hungary:
​
​Name: IO Builder Kft.
​Registered Office: 1042 Budapest, Árpád út 57-59. 1A, HUNGARY
​Postal Address and Place of Business: 1042 Budapest, Árpád út 57-59. 1A, HUNGARY
​Registration number: 01-09-436900
​EU VAT ID: HU10311772
​Tax Number: 10311772-2-41

referred to as the “Licensor”​

    1.2.  Licensor and you are together or separately referred to as “Parties” or “Party” in these Terms.

2.  Customer’s Legal Agreement with Licensor

    2.1.  The binding legal “Agreement” between you and Licensor consists of (i) these Terms, (ii) any Additional Terms set out above or referenced by the Order and (iii) the accepted “Order” [see Section 5 (“Purchase Conditions; Ordering”)]. No binding contractual obligation or performance may be claimed by you from Licensor without an accepted Order. In the event of a conflict or contradiction between these Terms and the Order, the Order shall prevail.

    2.2.  Changes. The present Terms in force at the time you consented to them will be applicable to your Order and shall form part of the Agreement. Before your next Order Licensor may have updated these Terms or any Additional Term without notice to you.

BY ISSUING AN ORDER, YOU AGREE AND STATE THAT YOU HAVE REVIEWED, UNDERSTOOD AND ACCEPTED THE THEN CURRENT TERMS (AS PUBLISHED AT https://iobuilder.app/software-license-and-services-terms OR REFERENCED ON THE ORDER ADVISORY) BEFORE ISSUING AN ORDER OR BEFORE USING THE PRODUCTS.

If we modify the Terms during your current Subscription Term, the modified version will be effective upon your next renewal of a Subscription Term. In this case, if you object to the updated Terms, as your exclusive remedy, you may choose not to renew, including cancelling any Subscription Term set to auto-renew under the modified Terms.

For the avoidance of doubt, any Order is subject to the version of these Terms in effect at the time of the issuance of the Order.

3.  Products

    3.1.  Types of Licensor Products. These Terms govern Licensor’s commercially available Software and the related Services (Software and Services are referred to as “Products” in the Agreement) Licensor may provide:

“Software” means Licensor’s proprietary node-based, 3rdparty hardware and software synchronization and/or controlling solution and its internal/external Plugins, Applications developed by the Licensor. Also Software means any other software and documentation supplied by Licensor based on these Terms. The Software products are described in detail in the Product and Services Description.

“Plugin” means a software module, component or script, that adds additional functionality or feature to the “host” Software product’s set of functionality or features.

“Services”: are support or maintenance type services such as training, deployment, customization, integration provided by Licensor as part of the Product or as a separately ordered option. Services are described in the relevant Additional Terms (e.g. the Product and Services Description).

The Products and their permitted use are further described in Licensor’s standard documentation (“Documentation”) as made available to you individually or published by Licensor.

The provisions of these Terms apply to all Products.

    3.2.   Ownership. Provision of Software, Documentation or other Products is a LICENSE AND NOT A SALE. Products are made available on a limited license- and access basis, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. Licensor and its licensors have and retain all right, title and interest, including all intellectual property rights, in and to the Products, their “look and feel”, any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Licensor.

    3.3.  You understand and agree that any and all modifications to the Products – whether or not created by Licensor, you or any third party and whether or not created in connection to your use of the Product or independently thereof – will be automatically owned by Licensor without any notice or action necessary.

    3.4.  Results of services and activities performed by Licensor to you within the scope of the Agreement will not be considered “work for hire”, and results of services and activities will be owned by Licensor.

    3.5.   Feedback. From time to time, you may choose to submit comments, information, questions, data, ideas, description of processes, or other information to Licensor, including in the course of receiving Services (“Feedback”). Licensor may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in the Agreement limits Licensor’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

    3.6.   Restrictions. Except as otherwise expressly permitted in the Agreement, you will not: (a) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the Products to a third party, (b) use the Products for the benefit of any third party, (c) incorporate any Products into a product or service you provide to a third party, (d) interfere with any license key mechanism in the Products or otherwise circumvent mechanisms in the Products intended to limit your use, (e) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Products, except as permitted by applicable law, (f) remove or obscure any proprietary or other notices contained in any Product, or (g) publicly disseminate information regarding the performance of the Products.

    3.7.   Your License Rights. Subject to the terms and conditions of these Terms, Licensor grants you a non-exclusive, non-sublicensable and non-transferable, time-limited license to install and use the Software during the applicable Subscription Term in accordance with the Agreement, your applicable Scope of License referred to on the relevant Order, and the Documentation.

During the Subscription Term you are entitled to install and use any version of the Software based on your decision.

You understand and agree that any Plugin supplied by Licensor may only used together with the Licensor Software, and the Licensor Software may only used together with Licensor supplied Plugin. Usage of third party components with the Software or Plugins is prohibited.

    3.8.   Subscription Term; Automatic Renewals.  The initial Subscription Term shall commence and expire in accordance with the start date and end date set forth on the Order, unless earlier terminated in accordance with Section 9 below.

Thereafter if not otherwise indicated on the Order, the Subscription shall automatically renew for additional periods equal to the initial Subscription Term unless either party gives written notice to the other of its intention not to renew the Subscription at least thirty (30) days prior to the expiration of the then-current Subscription Term. The initial Subscription Term, plus any subsequent renewal Subscription Term shall be the “Subscription Term”. For the avoidance of doubt, the term of the Agreement shall be coterminous with the Subscription Term.

The Parties may define different Subscription Term and renewal conditions.

    3.9.   No Perpetual License. All licenses are subscription based and Products are usable only during the Subscription Term. Licensor does not offer perpetual licenses based on these Terms.

 3.10.   Attribution. In any use of the Software, you must not remove attributions, logos and hyperlinks and other marks placed by Licensor in the Software or Documentation.

 3.11.   Third Party Code. The Software may include code and libraries licensed to us by third parties, including open source software. Such third party software are listed in the “About” section in the Software Products or can be found as a text document next to the executable, includable file.

4.  Services

    4.1.   

         4.1.1.  Any initial configuration, customization of the Software or integration to Customer software or systems (“integration services”) are outside the scope of the Agreement. Integration services shall be agreed separately by the Parties.

         4.1.2.  Dedicated services (support).

Consultancy

Provided via email. Telephone or live online meeting is possible, based on agreement. After receiving a request for the service, Licensor provides a quotation and suggestions for time and date. Consultancy covers advice, information regarding the Products, preparing documentation, third-party software or services based on Licensor’s competence.

Training

Training is provided via live online meeting. Personal appearance may be arranged based on agreement. After receiving a request for the service, Licensor provides a quotation and suggestions for time and date. Training covers the Products, third-party software or services based on Licensor’s competence.

Licensor may cease support of certain versions. Provision of certain support services shall require Customer to grant remote access to its systems. 

         4.1.3.  Institutional services (maintenance)

Licensor continuously improves and provides fixes to its Software products and releases new versions. This activity is performed on a timeline and roadmap that is determined by Licensor in its sole discretion.

You understand and agree that

(i) eligibility to use any version or release does not include integration services (integration must be agreed separately).

(ii) new releases may break compatibility of the Software with Plugins and components (hardware, software, network) of your systems or devices. No warranty is given with regards to a release preserving previous compatibility.

         4.1.4.  Customer may report any issue or incident it encounters during use of the Products. Licensor will process and fix issues within its maintenance activities and makes no warranty or commitment with regards to fixing any particular issue or incident.

5.  Purchase Conditions

    5.1.   Purchase Process; Order. The Order is a binding document that contains the specific details for a single business transaction between you and Licensor, including but not limited to (a) any usage limitations (e.g. maximum number of users, instances, etc.) (b) the Subscription Term of Software (including Plugins) ordered, and any (c) Services and options agreed, and (d) other restrictions or billable units, where by (a) to (d) together are referred in the Agreement as the “Scope of License”.

Product or Services renewal, or purchases you make to increase or upgrade your Scope of License are all considered as “Orders” under these Terms.

An Order is a document submitted by you to Licensor. By signing and sending (“issuing”) an Order, you – as Customer – send an offer to Licensor to buy the Product(s) listed on your Order, such offer being subject to acceptance by Licensor.

Licensor may provide you an Order Advisory, which is guidance by Licensor as to what it considered as acceptable transaction; however, the Order Advisory does not bind you or Licensor in any way.

    5.2.   Acceptance. Licensor will sign and send you your Order, which shall be regarded as acceptance of your offer (embodied by the Order) by Licensor.  Only upon such acceptance is the Agreement concluded and binding regarding the transaction. Your Order is irrevocable, but in the event your Order is not accepted buy us at the latest within 30 calendar days after we have received your Order, you are not bound to your purchase offer anymore.

Licensor reserves the right to reject any Order on convenience (without providing reasoning). Parties hereby exclude the applicability of any trade or commercial practices to their relationship, including but not limited to any such practice agreed or adopted previously by the Parties or any other practice widely known and applied regularly in relation to contracts of similar subject.

For the avoidance of doubt, automatically renewing Subscription Terms will not require an Order to be issued by you.

    5.3.   Software Delivery. Software (incl. Plugins and Documentation) are delivered online (e.g. via downloadable link) in object code (binary) form.

Delivery may be delayed until after we have received full payment of Fees due on or before delivery.

    5.4.   Installation. For the avoidance of doubt, unless otherwise defined in the Product and Service Description or your Order, you are responsible for installation and configuration of any Software, and you acknowledge that Licensor has no further obligation with respect to the Software after delivery of the Software copy and any access credential (license keys, passwords, etc.).

6.  Fees; Invoice; Taxes

    6.1.   Fees. Fees for Products are specified in EUR or USD and without any taxes. Licensor’s Fees are subject to change at any time and without notice, but you will always be charged the price which is displayed on the accepted Order.

    6.2.  All Fees must be paid for via bank transfer.

All amounts are non-refundable, non-cancelable and non-creditable, except as expressly set forth in these Terms. By making payments, you acknowledge that you are not relying on future availability of any Products beyond the current Subscription Term or any Product upgrades or feature enhancements.

    6.3.   Fee adjustment. Fees displayed on your accepted Order may be changed by Licensor by a written or email notice to you effective as of the date of renewal of your Subscription Term. Such notice is only effective if delivered to Customer

(i) at least 60 calendar days before the renewal date in case of a yearly or longer Subscription Term or

(ii) at least 10 calendar days before the renewal date in case of a Subscription Term shorter than 12 months.

In case of Subscription Term renewal, Licensor shall be entitled to invoice the adjusted Fee for the Subscription Term.  

    6.4.   Invoice. Unless otherwise stated on the invoice, you will be obliged to fulfil your payment obligations according to the following conditions:

· Payments are due within 15 calendar days from the issuance of the invoice,
· Payments shall be made in currency indicated on the invoice,
· Licensor reserves the right to charge interest on late payments at a monthly rate equal to one percent (1%)   above (i) the EURIBOR on the due date (if EUR) or (ii) the prime rate of the Wall Street Journal on the due date (if US dollars), OR the maximum rate permitted by applicable law, whichever is the lesser.

    6.5.   Taxes; Duties. Fees displayed or agreed exclude any taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Licensor, you must pay to Licensor the amount of such taxes or duties in addition to any Fees owed under the Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to Licensor any such exemption information, and Licensor will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

Products purchased may be subject to import duties or other taxes. Any additional charges for customs clearance must be borne by you; Licensor has no control over these charges. Customs policies vary widely from country to country, so you should contact your local customs office for further information. Customer agrees to comply with all applicable international and national laws and regulations in relation to such Products and pay all customs fees, taxes or other government fees to the relevant authorities.

7.  Remote Management; License Audits; Usage monitoring

    7.1.   Remote Management and Audit. Your license to use the Products are subject to allowing us remote access to enable configuration, management and remote monitoring of your usage within your Scope of License.

You acknowledge and accept that we may integrate tools into our Products that (i) are capable of monitoring your usage by collecting and sending us data relevant to measure your Scope of License and/or (ii) functions and measures that prevent you exceeding your Scope of License (e.g. by blocking over the limit resource – e.g. user, plane, node – creation). Such data will be anonymous and will be kept confidential. Upon request we will provide information on such monitoring capabilities of each Product.

    7.2.  You acknowledge and agree that the Software collects anonymous usage statistics in a log file on your system or device. From time to time the log file is sent to Licensor and will be used for product planning, enhancement and improvements.

    7.3.   On-site Audits. You agree to allow us, or our authorized agent, to audit your use of the Products. We will provide you with at least 10 days advance notice prior to the audit, and the audit will be conducted during normal business hours. We will bear all out-of-pocket costs that we incur for the audit, unless the audit reveals that you have exceeded the Scope of License. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at your own cost. If you exceed your Scope of License, we may invoice you for any past or ongoing excessive use, and you will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to Licensor at law or equity or under the Agreement. To the extent we are obligated to do so, we may share audit results with certain of our third-party licensors or assign the audit rights specified in this Section to such licensors.

8.  Warranty

    8.1.  With the exception of any function or capability based on Section 7, Licensor warrants that Software does not contain or will not contain any Trojan horses, "back doors", worms, viruses, or similar deceptive or destructive code.

    8.2.  Except as expressly agreed above, all Software or Services are provided “AS IS” and “AS AVAILABLE” and Licensor expressly disclaims all implied warranties and representations of fitness for a particular purpose, whether express, implied, or statutory. Supplier further disclaims any warranty that (a) the Software or Services will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results obtained from the use of the Software will be effective, accurate, or reliable; (c) the Software or Services will operate in combination with any particular hardware, software, system, or data.

    8.3.  Licensor warrants that it performs the Services with reasonable skill and care and diligence expectable from a provider of similar Products.

    8.4.  Licensor specifically disclaims all liability for any actions resulting from your use of any Product. You may use and access the Products at your own discretion and risk, and you are solely responsible for any damage to your property, assets, business, system or loss of data that results from the use of and access to any Products.

    8.5.  Licensor advises to use dedicated device (target hardware and software system) with the Products. Licensor disclaims liability for any loss of functionality, loss of access or interruption of any other software or application present on the device or system where the Products are used.

    8.6.  THE WARRANTIES GIVEN ABOVE, ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED WHETHER BY STATUTE OR OTHERWISE RELATING TO THE SOFTWARE OR SERVICES TO THE FULLEST EXTENT PERMITTED BY LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

9.  Term and Termination; Breach

    9.1.   Term and Termination. The Agreement between you and Licensor is in effect for as long as you have a valid Subscription Term (the “Term”), unless sooner terminated as permitted the Agreement.

         9.1.1.  The Agreement shall be considered terminated automatically, without any necessary legal steps on the calendar day followed by the expiration of the Term.

         9.1.2.  Either Party may terminate the Agreement before the expiration of the Term

(a) if the other Party materially breaches any of the terms of the Agreement and does not cure the breach within thirty (30) calendar days after written notice of the breach.

(b) Either Party may also terminate the Agreement before the expiration of the Term if the other party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations.

         9.1.3.  You may terminate the Agreement at any time with notice to Licensor, but you will not be entitled to any credits or refunds as a result of such “on convenience” termination for prepaid but unused Products. Licensor may terminate the Agreement on convenience by giving at least 60 calendar day notice in this case the last day of the Agreement will be the last day of the then current Subscription Term.

         9.1.4.  Except where an exclusive remedy may be specified in the Agreement, the exercise by either Party of any remedy, including termination, will be without prejudice to any other remedies it may have under the Agreement, by law, or otherwise.

         9.1.5.  Once the Agreement terminates (either by termination or expired Term), you will no longer have any right to use or access any Products, or any information or materials that we make available to you under the Agreement, including Confidential Information disclosed to you by Licensor. You are required to delete any of the foregoing from your systems as applicable (including any third-party systems operated on your behalf) and provide written certification to us that you have done so at our request.

    9.2.   Survival. The following provisions will survive any termination or expiration of the Agreement: Sections  3.2 (Ownership), 3.5 (Feedback), 3.6 (Restrictions), ‎8 (License Audits; Usage monitoring, 6.5 (Taxes), 6 (Fees; Invoice; Taxes), 9 (Term and Termination), 8.2 and 8.4 (Warranty Disclaimer), ‎11 (Limitation of Liability), ‎12 (Miscellaneous).

    9.3.   Breach by You. Without prejudice to our other rights, if you breach the Agreement in any way, or if we reasonably suspect that you have breached these Terms in any way, we may – without liability to you or any third party: (a) send you one or more formal warnings; (b) temporarily suspend your access to any Products; (c) permanently prohibit you from accessing the Products; (d) block computers using your IP and/or MAC address from accessing Products; (e) contact your internet services provider and request that they block your access to our Products; (f) bring court proceedings against you for breach of contract or otherwise.

You hereby indemnify us and undertake to keep us indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us arising out of any breach by you of any provision of these terms and conditions, or arising out of any claim that you have breached any provision of these Terms.

10.  Indemnity

THIS SECTION ‎10 (INDEMNITY) STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT RIGHTS IN CONNECTION WITH ANY PRODUCT OR OTHER ITEMS PROVIDED BY LICENSOR UNDER THE AGREEMENT.

 10.1.  We will defend you against any claim brought against you by a third party alleging that the Products, when used as authorized under this Agreement, infringes the copyrights of any person in any jurisdiction and under any applicable law (a “Claim”), and we will indemnify you and against any direct damages and reasonable costs finally awarded by a court of competent jurisdiction or agreed to settlement (including reasonable attorneys’ fees) arising out of a Claim, provided that we have received from you:

(a) prompt written notice of the Claim which means no more than thirty (30) days after reception of the Claim;

(b) reasonable assistance in the defense and investigation of the claim, including providing us a copy of the Claim and all relevant evidence in your possession, custody or control; and

(c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the Claim.

If your use of a Product is (or in our opinion is likely to be) enjoined, if required by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (i) procure a license for your continued use of the Product in accordance with the Agreement; (ii) substitute a substantially functionally similar Product; (iii) modify the Product in such a way that is no longer infringing, but in this case it must not result in the Product failing to conform with its Product Description and Documentation, or (iii) terminate your right to continue using the Product and refund prepaid amounts for the terminated portion of the Subscription Term.

 10.2.  Licensor’s indemnification obligations above do not apply:

(1) if the Product is modified by any party other than Licensor, but solely to the extent the alleged infringement is caused by such modification;

(2) if the Product is used in combination with any non-Licensor product, software or equipment, but solely to the extent the alleged infringement is caused by such combination;

(3) to unauthorized use of Products;

(4) to any unsupported release of the Software; or

(5)  if you settle or make any admissions with respect to a Claim without Licensor’s prior written consent.

11.  Limitation of Liability

 11.1.  Licensor (and its suppliers) shall not be liable for any loss of use, lost or inaccurate data, failure of security mechanisms, interruption of business, costs of delay or any indirect, special, incidental, reliance or consequential damages of any kind (including lost profits), regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if informed of the possibility of such damages in advance. In addition, we are not liable in respect of:

· any losses arising out of any event or events beyond our reasonable control.
· any loss of anticipated business.
· any loss of or damage to profits, income, revenue, or anticipated savings.
· any loss of use or production.
· any loss of management time or office time.
· any loss of business, contracts, commercial opportunities or goodwill.
· any loss or corruption of any data, database.
· any special, indirect or consequential loss or damage.
· any losses arising out of any acts or omissions of any hosting services provider, payment services provider or other third-party services provider.

 11.2.  Licensor’s aggregate liability to you (including our indemnification obligations) shall not exceed the higher of the amount actually paid by you to us for the first year under the last Order (net of taxes) immediately preceding the occurrence of the damage or EUR 3,000 (three-thousand euros).

 11.3.  To the maximum extent permitted by law, no suppliers of any third-party components included in the Products will be liable to you for any damages whatsoever. The Parties agree that the limitations specified in this section ‎11 (Limitation of Liability) will survive and apply even if any limited remedy specified in the Agreement is found to have failed of its essential purpose.

 11.4.  Licensor will comply with laws applicable to it as a provider of the Products defined in the Agreement. Licensor is not responsible for determining laws and regulations applicable to your business, including those relating to Products that you acquire on under the Agreement.

13.  Miscellaneous

 13.1.   No Resale: You may not resell, lease, sub-license or provide usage rights to any Products to a third party without Licensor’s prior written consent.

 13.2.   Confidentiality. Except as otherwise set forth in the Agreement, each Party agrees that all code, inventions, know-how, business, technical and financial information disclosed to such Party (“Receiving Party”) by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure. Any Licensor intellectual property, business- or technology information and any performance information relating to the Products shall be deemed Confidential Information of Licensor without any marking or further designation.

Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information.

The Receiving Party's nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party).

The Receiving Party acknowledges that unauthorized disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. For the avoidance of doubt, this Section shall not operate as a separate warranty with respect to the operation of any Product.

 13.3.   Trademarks. “Licensor” mark and our logo are trademarks belonging to us. We give no permission for the use of these trademarks, and such use may constitute an infringement of our rights. The other registered and unregistered trademarks or service marks on our website are the property of their respective owners. Unless stated otherwise, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any license to exercise such rights.

 13.4.   Jurisdiction. Parties agree that they will resolve their incidental disputes by mutual agreements. In case an agreement is not reached within 15 days, the aggrieved Party may initiate court procedure. Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with the Agreement shall be the court having jurisdiction and competence at the contracting Licensor entity’s registered seat.

 13.5.   Exclusion of UN Convention and UCITA. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to the Agreement. The Uniform Computer Information Transactions Act (UCITA) shall not apply to the Agreement regardless of when or where adopted.

 13.6.   Notices. Any notice under the Agreement must be given in writing. We may also provide notice to you via email or through the Software (pop-up window). Our notices to you will be deemed given upon the first business day after we send it.

 13.7.   You may provide notice to us by post to the designated postal address of the contracting Licensor entity. Your notices to us will be deemed given upon our receipt.

 13.8.   Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under the Agreement (except for a failure to pay Fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

 13.9.   Assignment. You may not assign the Agreement without our prior written consent. We will not unreasonably withhold our consent if the assignee agrees to be bound by the terms and conditions of the Agreement. We may assign our rights and obligations under the Agreement (in whole or in part) without your consent.

13.10.   Products; Investment. The Products are commercial computer software. The Products were developed fully at private expense. All other use is prohibited.

13.11.   Entire Agreement. The Agreement is the entire agreement between you and Licensor relating to the Products and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Products or any other subject matter covered by the Agreement.

13.12.   Severability. If any provision of the Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.

The Agreement may not be modified or amended by you without our written agreement (which may be withheld in our complete discretion without any requirement to provide any explanation). As used herein, “including” (and its variants) means “including without limitation” (and its variants).

13.13.   No waiver. No failure or delay by the injured party to the Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. The Parties are independent contractors.

13.14.   Status of the Parties; No Exclusivity. The Agreement shall not be construed as constituting either Party as a partner of the other or to create any other form of legal association that would give on Party the express or implied right, power or authority to create any duty or obligation of the other Party. Nothing in the Agreement shall be construed so as to create an exclusive business relationship between the Parties, or to restrict Licensor’s use or sale of its Products. Each Party is free to enter into similar agreements with third parties to develop, acquire, or provide competitive products or services.