@dynamic-framework/ui-react 1.6.0 → 1.7.1

package/LICENSE

@@ -1,21 +1,223 @@
-MIT License
-
-Copyright (c) 2019 Ionic
-
-Permission is hereby granted, free of charge, to any person obtaining a copy
-of this software and associated documentation files (the "Software"), to deal
-in the Software without restriction, including without limitation the rights
-to use, copy, modify, merge, publish, distribute, sublicense, and/or sell
-copies of the Software, and to permit persons to whom the Software is
-furnished to do so, subject to the following conditions:
-
-The above copyright notice and this permission notice shall be included in all
-copies or substantial portions of the Software.
-
-THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
-IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
-FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE
-AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER
-LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM,
-OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE
-SOFTWARE.
+## MODYO AGREEMENT
+
+To be eligible to register for a Modyo account and use the Modyo Software, you must review and accept the terms of this Agreement (the “Modyo Agreement”) by clicking on the “Signup” button or downloading Modyo Software if granted access. PLEASE REVIEW THESE TERMS CAREFULLY. BY ACCEPTING THESE TERMS TO USE THE MODYO SOFTWARE, YOU AGREE TO THESE TERMS AND CONDITIONS WITH MODYO B.V. (“Modyo”). IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE “I ACCEPT” BUTTON OR YOU SHOULD NOT USE THE MODYO SOFTWARE.
+
+In this Agreement, “you,” “your” and “Licensee” will refer to you. If you are registering for a Modyo account or using the Modyo Software on behalf of an entity or other organization, you are agreeing to these Terms for that entity or organization and representing to Modyo that you have the authority to bind that entity or organization to these Terms (and, in which case, the terms “you”, “your” and “Licensee” will refer to that entity or organization). The exception to this is if that organization has a separate agreement with Modyo covering one or more accounts and use of the Modyo Software, in which case that agreement will govern the Modyo Software with respect to those accounts only.
+
+This Modyo Agreement is entered into as of your first access to ANY Modyo Software (the “Effective Date”) by and between Modyo B.V. (“Modyo”), a corporation organized under the laws of The Netherlands with offices at WTC Amsterdam, Tower C-11, Strawinskylaan 1143, Netherlands (hereinafter referred to as “Licensor”)  and YOU, (hereinafter referred to as “Licensee” or “Client”).  Licensor and Licensee shall each be referred to herein as a “Party” and together as the “Parties.”
+
+WHEREAS, Licensor and its Affiliates have developed certain proprietary technologies and Licensor now desires to grant Licensee certain rights to use such technologies and to provide associated maintenance, support and/or professional services in connection therewith; and
+
+WHEREAS, Licensee desires to obtain such rights and to receive such services, subject to the terms and conditions contained herein;
+
+NOW THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound, the Parties hereby agree to the following terms and conditions:
+
+### 1.  Definitions
+
+“Affiliate” means any entity that controls, is controlled by or under common control with a Party, whereby control means the power to direct the management and policies of a Party, whether through ownership of voting securities, by contract or otherwise.
+
+“Associated Services” means Support and Maintenance and Professional Services.
+
+“Confidential Information” means any information or data that is non-public or proprietary in nature and disclosed by one Party (or its Representatives) to the other Party (or its Representatives) in the course of the performance of this Agreement, whether orally, in writing, electronically or in other form or media, and which is either identified as confidential or proprietary by the disclosing Party or would reasonably be deemed confidential or proprietary information of the disclosing Party based on the nature of the information or the circumstances of disclosure, including but not limited to: (a) information concerning a Party’s (or its Affiliates’) past, present and future finances, investments, deals, clients, investors, products, services, organization structure, procedures, sales, forecasts, marketing, pricing, costs, debts and other matters relating to its business affairs; and (b) software, systems, designs, specifications, documentation, code, images, components, protocols, processes, inventions, ideas, methods, discoveries, trade secrets, know-how, intellectual property and other technologies. For the avoidance of doubt, Licensor Software, Licensor Materials and Documentation shall be considered Confidential Information of Licensor, and Licensee Materials shall be considered Confidential Information of Licensee.
+
+“Documentation” means any specifications applicable to the Licensor Software, together with any installation, user and operating guides and manuals, technical and functional specifications, release notes and any other materials that are provided by Licensor and that describe the installation, operation, use or functionality of the Licensor Software, whether printed, electronic or in any other form or media.
+
+“Fees” means the fees set forth in an Order Form or on the Modyo Website or an email or a proposal sent by Modyo and that is accepted by you in writting.
+
+“Law” means any declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction of or by any Governmental Authority.
+
+“Licensee Materials” means any data, information, materials, know-how and methods that are proprietary to Licensee, its Affiliates and/or Users and transmitted to Licensor or otherwise generated by Licensee in connection with its receipt, access or use of the Licensor Software or Associated Services, including without limitation, its trademarks and logos, documents, databases, reports, spreadsheets, contacts and communications.
+
+“Licensor Materials” means any data, information, materials, know-how and methods that are proprietary to Licensor and its Affiliates and transmitted to Licensee or otherwise generated by Licensor in the course of its provision of the Licensor Software or Associated Services, including without limitation, its trademarks and logos, documents, databases, reports, spreadsheets, contacts, communications domain names, report templates, benchmarks, analytics, metrics, datafeeds, libraries and model samples.
+
+“Licensor Software” or “Modyo Software” means any software identified as: Licensor Software in an Order Form, Software on the Modyo website, accessed by Modyo’s software as a service or subscription plans, Software accessed for demonstration purposes, Software accessed as code examples, Software for industry specific Micro Frontends to connect to Microservices; all of which include without limitation any Updates to Licensor Software thereto.
+
+"Minor Versions" means code corrections, patches, updates and minor versions of the Software that are generally released commercially, designated by a change in the number to the right of the first decimal in the version number (eg Modyo 8.X, that is, with format Major.Minor).
+
+"Major Versions" means new versions, modifications or improvements to the Software that are generally released commercially, designated by a change in the number to the left of the first decimal in the version number (eg Modyo X.2, meaning format Major.Minor).
+
+“Notice” means any notice with a legal effect that is sent pursuant to the procedures set forth in Section 14.9 below.
+
+“Open-Source Components” means any open-source software identified as such in Modyo documentation,  in an Order Form that is subject to a GNU General Public License or other license that conforms to the definition set by the Open Source Initiative.
+
+“Micro Frontend or Widget Software” means any software identified as such in Modyo documentation or in the Modyo Website or in an Order Form that is provided to clients and partners to test, demo, examine as examples of code used to build digital experiences that may be integrated to third party software or to the Licensor Software.
+
+ “Order Form” means any form specifically referencing this Agreement that sets forth the Licensor Software and Associated Services to be provided to Licensee by Licensor and the Fees payable by Licensee in consideration of the provision of such Licensor Software and Associated Services, together with any other additional terms and conditions applicable to the provision of such Licensor Software and Associated Services.
+
+“Professional Services” means any professional and other services described in an Order Form or Statement of Work to be provided by Licensor pursuant to a separate professional services agreement entered into by the Parties.
+
+“Representatives” means a Party’s (and its Affiliates’) employees, officers, directors, partners, owners, shareholders, agents, attorneys, accountants and strategic advisors.
+
+“Schedule” means any schedule specifically referencing this Agreement that sets forth additional terms and conditions for any Licensor Software and/or Associated Services such as Support and Maintenance and Professional Services to be provided by Licensor to Licensee.
+
+“Support and Maintenance” means any software maintenance and support services identified in an Order Form or  in a Schedule.
+
+“Term” means the term set forth in an Order Form.
+
+ “Territory” means the geographic area specified in the Order Form.
+
+“Third Party Software” means any third party software identified as such in Modyo documentation, in an Order Form, including without limitation plug-ins, add-ons, application programming interfaces, utilities or scripts that may be provided by Licensor to Licensee hereunder.
+
+“Updates” means any updates to and new versions of Licensor Software released by Licensor from time to time that may contain enhancements, bug fixes or other modifications to the Licensor Software.
+
+“User” means any person (whether on behalf of Licensee, its Affiliates, partners, clients, investors, prospective investors or otherwise) who is authorized by Licensee to access and/or use the Licensor Software hereunder.
+
+### 2. License Grant; Restrictions
+
+2.1 License Grant.  Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable sublicense to use the Licensor Software during the Term in accordance with the terms and conditions set forth in the applicable Order Form or to use the Licensor Software during the Term for demonstration purposes as part of a Partner Agreement or as part of a trial program activated  through the Modyo website or through an authorized email sent to Licensee.
+
+2.2 Compliance of Use.  Licensee shall ensure that all installation, access and use of the Licensor Software by Licensee and Users complies with this Agreement and the associated Documentation, including without limitation any technical requirements therein specifying the minimum criteria for systems required to install, access and use the Licensor Software.
+
+2.3 Use Restrictions.  Licensee shall not, and shall not permit any of its Users or other third party (including without limitation its partners, contractors and Affiliates) to:
+
+2.3.1 modify, translate, enhance or create any derivative works of the core Licensor Software as defined in the Documentation and code provided to Licensee (the “Core Software”) or any portion thereof;
+
+2.3.2 disassemble, decompile, adapt, reverse engineer or otherwise attempt to derive the source code of the Licensor Software or any portion thereof;
+
+2.3.3 transfer, sell, rent, assign, distribute, lease, sub-license or otherwise convey the Licensor Software or any portion thereof;
+
+2.3.4 copy the Licensor Software or any portion thereof, except that Licensee may be authorized in written by Licensor to maintain copies of the Licensor Software solely to the extent necessary for backup and disaster recovery purposes;
+
+2.3.5 provide access to the Licensor Software or any portion thereof as a service bureau, application service or hosting provider or via timesharing or other remote computing services arrangement; or
+
+2.3.6 use the Licensor Software in any manner or for any purpose other than as expressly permitted by this Agreement.
+
+2.4 Licensor Software functionality: Licensee may use the Licensor Software to extend functionality, create applications and tools that integrate into the core software. Functionality that is created by Licensor at the cost or expense of Licensor will form part of the Licensor Software and will be solely and exclusively owned by Licensor.
+
+2.5 Copyright Notices.  Any and all copies of the Licensor Software must include the copyright and other intellectual property notices contained in the original copy provided by Licensor.
+
+2.6 Export.  Licensee hereby acknowledges that the Licensor Software may be subject to export control laws, rules and regulations  and accordingly Licensee shall not, nor shall it permit any third party to, export or re-export the Licensor Software to a country or other jurisdiction in contravention of any such export control laws, rules or regulations.
+
+2.7 Third Party Software.  During the Term, Licensee shall be permitted to use the Third Party Software solely in connection with its use of the Licensor Software in accordance with the terms of this Agreement.   Licensee acknowledges that in order to install, access or use certain Third Party Software, it may be required to agree to separate license terms and conditions from the applicable third party licensors thereof.  Furthermore, Licensee acknowledges that Licensor shall not be liable in any manner with respect to Third Party Software.
+
+2.8 Open Source Software.  Licensee acknowledges that portions of Third Party Software may consist of Open-Source Components and accordingly its use thereof shall be governed by the terms and conditions of the applicable open source license; provided, that, except as otherwise set forth in an Order Form, any use by Licensee of such Open-Source Components as incorporated into the Licensor Software will not impose any obligations on Licensee that would require any Licensee Materials or software to be (a) disclosed or distributed in source code form, (b) licensed for the purpose of making derivative works, (c) redistributable at no charge, or (d) licensed on terms that permit reverse engineering of such software.
+
+2.9 Micro Frontend Template Software. Licensee acknowledges that they may receive access to Micro Frontend or Widget software from Modyo for demonstration purposes. This software may not be used for commercial purposes or as stand alone code without express written permission from Modyo or the applicable license for such code. Micro Frontend code may be modified and deployed as part of your solutions provided that an order form has been signed for such software or Modyo has given express permission to use such software.
+
+3.0 Web Components Software. Licensee acknowledges that they may receive access to Web Components software from Modyo for demonstration purposes. This software may not be used for commercial purposes or as stand alone code without express written permission from Modyo or the applicable license for such code. Web Components code may be modified and deployed as part of your solutions provided that an order form has been signed for such software or Modyo has given express permission to use such software.
+
+### 3. Delivery and Installation
+
+3.1 Initial Licensor Software Delivery.  Promptly after the Effective Date once the agreement to use the Modyo Software has been executed in an Order Form or acceptance of the Terms of the Modyo Agreement in the website, Licensor shall deliver or otherwise make available the Licensor Software (i.e. via access to the Modyo software as a service cloud or a single tenant private cloud in AWS Amazon Web Services or another hosting provider) to Licensee for configuration and initiation of use.
+
+### 4. Support and Maintenance
+
+Subject to the terms and conditions of this Agreement, Licensor shall provide to Licensee the Support and Maintenance in accordance with the terms set forth on the Order Form or on the Modyo documentation or the Modyo website or on a Schedule attached hereto or on a separate Support and Maintenance Service Agreement signed with Licensor or an Affiliate or with a third party duly authorized by Licensor. For avoidance of doubt, Support and Maintenance does not include development of enhancements, scoping, analysis, training or any other consulting services that would be separately contracted for as Professional Services.
+
+### 5. Intellectual Property
+
+5.1 Licensor Intellectual Property.  Licensor and its Affiliates are and shall remain the sole and exclusive owners of all rights, title and interest in and to the Licensor Software, Licensor Materials and Documentation.
+
+5.2 Licensee Intellectual Property.  Licensee, its Affiliates and/or Users are and shall remain the sole and exclusive owners of all rights, title and interest in and to the Licensee Materials and extensions of functionality that do not form part of the core Licensor Software and that were built independently by Licensee or its Affiliates or by a provider of Licensee.
+
+5.3 Materials.  Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable license to use the Licensor Materials and Documentation solely in support of Licensee’s authorized use of the Licensor Software hereunder.  Licensee hereby grants to Licensor a limited, non-exclusive, non-transferable license to use the Licensee Materials solely in support of Licensor’s provision of the Licensor Software to Licensee hereunder.
+
+5.4 Reserved Rights.  Except for the limited rights expressly set forth herein, nothing contained in this Agreement shall be construed as granting the other Party or any third party any right in or to a Party’s intellectual property, whether by implication, estoppel or otherwise.
+
+### 6.  Use by Licensee and Users
+
+6.1 User Permissioning.  Licensee shall be responsible for permissioning its Users to access and use the Licensor Software by assigning each User a unique login/password (and disabling the same when appropriate) utilizing the administrative tools within the Licensor Software.  Licensee shall use commercially reasonable efforts to maintain the confidentiality of its Users’ login/password information and shall notify Licensor as soon as practicable if it becomes aware of any unauthorized access to or use of the Licensor Software under a User’s login/password or otherwise.
+
+6.2 Responsibility for Users.  Licensee shall restrict access and use of the Licensor Software to only Users and require that all Users comply with the provisions regarding access and use of the Licensor Software set forth herein.  Furthermore, Licensee agrees that it shall remain fully liable for all activities relating to the Licensor Software performed by any User, regardless of whether such User was authorized to perform such activities.
+
+6.3 Licensee Information.  Licensee acknowledges that Licensor may collect, store, process and use information and data regarding Licensee’s and its Users’ use of the Licensor Software (including without limitation compiling such information and data with those from its other clients, business partners and other companies) solely for purposes of: (a) performing its obligations hereunder; and (b) enhancing the Licensor Software and Associated Services (including without limitation developing new features, functionalities and products, conducting market research and industry trends, and distributing benchmarks, algorithms and models).
+
+6.4 Audit Rights.  Licensee shall maintain complete and accurate records documenting Licensee’s use of the Licensor Software and shall provide the same to Licensor upon Licensor’s written request.  Licensor shall be entitled to audit Licensee’s systems to the extent reasonably necessary to verify Licensee’s compliance in relation to its use of the Licensor Software, provided however that Licensor shall: (a) bear the costs of such audit; (b) provide at least thirty (30) days notice of such audit; (c) conduct such audit only during normal business hours; and (d) limit the frequency of any such audit to no more than once a year.
+
+### 7.  Duration and Termination
+
+7.1 Term.  The term of this Agreement will commence on the date that the terms of the Modyo Agreement are accepted by you and continue until your account is terminated as set forth below. This agreement may also commence on an Effective Date based on a mutual written agreement by the Parties or as specified on an Order Form and, unless terminated earlier pursuant to Section 7.3 below or elsewhere as expressly permitted under this Agreement, shall continue in effect for the Term as specified on the Modyo website or on an official Modyo email as part of the terms of a trial program or as specified in the Order Form (the “Initial Term”).  Any Initial Term shall automatically renew for successive renewal term(s) (“Renewal Term”) as specified in the Order Form unless either Party provides the other Party with Notice of its intent not to renew at least ninety (90) days prior to the expiration of the then current Initial Term or Renewal Term (as applicable).
+
+7.2 Termination and Suspension.  Licensor may terminate or suspend your account or access to the Modyo Software in the event you commit any material breach of any provision of the terms of the Modyo Agreement and fail to fix that breach within five (5) days after written notice of that breach. Modyo may also terminate or suspend your account immediately for cause if: (a) you violate (or give Licensor reason to believe you have violated) the terms set forth in this agreement; (b) there is reason to believe the traffic created from your use of the Modyo Software is fraudulent or negatively impacting the operating capability of the Modyo Software provided in the cloud; (c) Licensor determines, in its sole discretion, that providing the Modyo Software is prohibited by law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the Modyo Software in the cloud; or (d) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if you become the subject of bankruptcy or similar proceeding. If Licensor suspends your account, Licensor will make a reasonable attempt to notify you. Note that no refund will be provided in the event of any suspension or termination of your account.
+
+7.3 Effect of Termination.  Immediately upon the expiration or termination of this Agreement:   (a)  any and  all licenses granted and services provided by Licensor  hereunder  shall  end;  (b)  Licensee  shall cease  all  further  use  of the  Licensor Software and  Licensor Materials;  (c) Licensor shall cease all further use of the Licensee Materials; and (d) upon the written request of the other Party, each Party shall return or otherwise destroy the other Party’s Confidential Information except any copies that it is required to retain pursuant to applicable law, rule or regulation.  The expiration or termination of this Agreement for any reason shall not release either Party from any liability to the other Party that has accrued hereunder prior to such termination or expiration.  Furthermore, (i) Licensee shall remain liable for payment of Fees for the remainder of the then current Initial Term or Renewal Term (as applicable) in consequence of any termination by Licensor pursuant to Section 7.2 or 7.3 above, and (ii) Licensor shall promptly refund to Licensee the prorated portion of any Fees prepaid by Licensee for the remainder of the Term in consequence of any termination by Licensee pursuant to Section 7.3 above. Solely for purposes of the foregoing sentence, the Term of any license for Licensor Software that is expressly granted on a perpetual basis hereunder shall amortize over a five year straight line schedule.
+
+7.4 Survival.  The rights and obligations set forth in Sections 5, 7.1, 9, 10.6, 11, 12, 14 and this 7.4 shall survive the expiration or termination of this Agreement.
+
+### 8. Fees, Invoices and Expenses
+
+8.1 Fees.  In consideration of the Licensor Software and Associated Services provided by Licensor under this Agreement, Licensee shall pay to Licensor the Fees set forth either on the Modyo website or in an Order Form.
+
+8.2 Taxes.  The Fees exclude, and Licensee shall be responsible for, all sales, use, excise, withholding and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity in connection with the Licensor Software and Associated Services provided by Licensor under this Agreement (excluding taxes based solely on Licensor’s income).  If Licensee withholds or otherwise deducts any amounts from its payment of the Fees due to such taxes, the Fees shall automatically increase by the same amount.  Alternatively, Licensee may furnish to Licensor a tax exemption certificate, provided however that if such certificate is challenged or held invalid by a taxing authority then Licensee agrees to pay for the taxes due and all resulting fines, penalties and expenses (including without limitation reasonable attorney’s fees and costs).
+
+8.3 Invoicing.  All invoices shall be sent to Licensee to its address and/or email address (as may be updated from time to time via Notice) set forth on the Modyo Agreement or the website registration form or on an Order Form based on the invoicing schedule set forth on the Order Form.  Invoices are due thirty (30) days net invoice date.  Licensee may withhold payment of the portion of the Fees that are subject to a bona fide dispute, provided that it furnishes Notice to Licensor within thirty (30) days of receipt of the applicable invoice with the details of such dispute and also pays all undisputed portions of the Fees by the due date.  In the event that any undisputed Fees are more than thirty (30) days past due, Licensor may suspend its provision of the Licensor Software and/or Associated Services, without refund of any Fees or waiving any other rights, until such time that payment thereof is made, provided that it shall furnish to Licensee Notice of such suspension and an opportunity to cure at least fifteen (15) days prior thereto.
+
+8.4 Late Payment.  Licensor reserves the right to impose a late payment charge of one percent (1%) per month or the maximum interest rate permitted by law (whichever is less) of the Fees for each month that payment thereof is due but not yet paid, provided that such Fees are not the subject of a dispute pursuant to Section 8.4 above.
+
+### 9. Confidentiality
+
+9.1 Confidentiality Obligations. Each Party shall: (a) protect and safeguard the other Party’s Confidential Information with at least the same degree of care as it would protect and safeguard its own Confidential Information, but in no event less than a reasonable standard of care; (b) not disclose the other Party’s Confidential Information to any person or entity other than its own Representatives who have a need to know such information in connection with a Party’s performance of its obligations hereunder and are subject to confidentiality obligations that are no less restrictive than the ones set forth herein; and (c) not use the other Party’s Confidential Information for any purpose other than as necessary to exercise its rights or perform its obligations under this Agreement.
+
+9.2  Exceptions. The obligations set forth in Section 9.1 above shall not apply to any Confidential Information that: (a) is or hereafter becomes generally available through no fault of the receiving Party or its Representatives; (b) is known by or in the possession of the receiving Party prior to disclosure by the disclosing Party; (c) is independently developed by the receiving Party without access to or reference to the other Party’s Confidential Information; or (d) is or hereafter becomes available to the receiving Party on a non-confidential basis from a third party who is not subject to any duty restricting disclosure thereof.
+
+9.3  Compelled Disclosure. Each Party may disclose the other Party’s Confidential Information in order to comply with any applicable law or regulation or any order issued by a court or governmental agency of competent jurisdiction, provided that it: (a) first notifies the other Party so that the other Party may seek a protective order or other remedy with respect to the treatment of such Confidential Information; and (b) limits disclosure to only the portion of Confidential Information that is necessary to comply with such law, regulation or order.
+
+9.4 Equitable Relief. Each Party acknowledges that money damages may not be adequate in the event of an actual or threatened breach of this Section 9 and that in such event the other Party shall be entitled to seek injunctive or similar equitable relief, in addition to any and all other remedies available at law or in equity.
+
+### 10. Representations and Warranties; Disclaimer
+
+10.1 Authority.  Each Party represents to the other Party that it: (a) is a legal entity duly organized and validly existing under the laws of the jurisdiction in which it is registered or in which its principal office is located, as the case may be; (b) has all necessary power and authority to enter into this Agreement and perform its obligations hereunder; and (c) when executed and delivered by such Party, this Agreement will constitute a legal, valid and binding obligation of such Party that is enforceable in accordance with its terms hereunder.
+
+10.2 Licensor Warranties. Licensor represents and warrants that during the Term of this Agreement: (a) it shall comply with all applicable laws, rules and regulations as they relate to the provision of the Licensor Software and Associated Services to Licensee hereunder; and (b) to the best of its knowledge and belief, the Licensor Software and Licensor Materials do not infringe, misappropriate or otherwise violate any proprietary rights of a third party (provided that Licensee’s sole and exclusive remedy with respect to a breach of this sub-Section 10.2(b) shall be limited to Sections 7.3 above and 12.1 below).
+
+10.3 Limited Licensor Software Warranty.  In addition,  Licensor warrants to Licensee that upon the initial delivery of the Licensor Software to Licensee: (a) the Licensor Software shall substantially conform in all material respects to the specifications set forth in the applicable Documentation; (b) the media on which the Licensor Software is supplied shall be free of defects that would prohibit the proper installation thereof;  (c) the Licensor Software shall be free of any viruses, worms or other malicious code designed to disable or otherwise interfere with the installation and/or use of the Licensor Software by Licensee or its Users as intended under this Agreement.  In the event of a breach of the foregoing warranty, Licensor shall promptly re-deliver the Licensor Software as warranted at no additional cost to Licensee, provided that: (i) Licensee has notified Licensor promptly upon first becoming aware of such breach, and (ii) such re-delivery, when delivered in accordance with the foregoing warranty, shall be Licensee’s sole and exclusive remedy for breach of the foregoing warranty. (d) in the use of Modyo Micro Frontend software, such software is for education, demonstration and acceleration purposes and is provided “as is” without warranty.
+
+10.4 Void of Limited Warranty.  The limited warranty provided in Section 10.3 above shall not apply to any: (a) damage to the Licensor Software, or alteration or modifications to the Licensor Software that were not performed or authorized by Licensor; (b) combination of the Licensor Software with software, hardware or other technology that was not supplied or authorized by Licensor; or (c) installation or use of the Licensor Software by Licensee in an unauthorized manner or otherwise outside the scope of this Agreement.
+
+10.5 Licensee Warranties.  Licensee represents and warrants that during the Term of this Agreement: (a) it shall comply with all applicable laws, rules and regulations as they relate to the receipt, access and use of the Licensor Software and Associated Services from Licensor hereunder; and (b) to the best of its knowledge and belief, the Licensee Materials do not infringe, misappropriate or otherwise violate any proprietary rights of a third party.
+
+10.6 Disclaimer.  EXCEPT FOR THE WARRANTIES THAT ARE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE LICENSOR SOFTWARE AND ASSOCIATED SERVICES ARE PROVIDED BY LICENSOR ON AN “AS IS” BASIS.  LICENSEE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, ORAL OR WRITTEN, OR OTHERWISE, WITH RESPECT TO ANY LICENSOR SOFTWARE AND ASSOCIATED SERVICES THAT ARE PROVIDED TO LICENSEE UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.  WITHOUT LIMITATION OF THE FOREGOING, LICENSOR DOES NOT WARRANT THAT ANY OF THE LICENSOR SOFTWARE OR ASSOCIATED SERVICES WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE RECEIPT, USE OR OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE
+
+### 11. Limitation of Liability
+
+11.1 Exclusions from Liability.  IN NO EVENT WILL EITHER PARTY OR ANY OF ITS AFFILIATES, REPRESENTATIVES, LICENSORS, SUPPLIERS OR USERS BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE LOSSES OR DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFIT, REVENUE, GOODWILL OR SAVINGS, LOSS OF OR INABILITY TO USE, DELAY, DOWNTIME OR BUSINESS INTERRUPTION, OR LOSS OR DAMAGE OF DATA), WHETHER ARISING OUT OF OR RELATED TO A BREACH OF CONTRACT OR WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH LOSSES OR DAMAGES WERE FORESEEABLE OR EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.
+
+11.2 Maximum Liability. LICENSOR’S AGGREGATE LIABILITY FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, AND THE CAUSES OF WHICH ARE ATTRIBUTABLE TO LICENSOR, SHALL BE LIMITED TO TWENTY PER CENT (20%) OF THE ANNUAL LICENSE FEE PAID BY LICENSEE. THIS LIMITATION OF LIABILITY APPLIES TO ALL COURSES OF ACTION INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT OR WARRANTY, TORT, NEGLIGENCE, FINES, MISCONDUCT AND OTHER GRIEVANCES. THE FEES FOR THE SERVICES PROVIDED BY LICENSOR ARE AGREED IN CONSIDERATION OF THESE RISKS AND CONTINGENCIES, THEREFORE, LICENSEE RELEASES LICENSOR FROM ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATION IMPOSED IN THIS CLAUSE AND WHOSE PROVISIONS WILL CONTINUE IN FORCE AFTER THE TERMINATION OF THIS AGREEMENT. MOREOVER, A CLAIM MAY NOT BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE CLAIMANT PARTY BECOMES AWARE OF THE EVENT THAT GIVES RISE TO SUCH CLAIM.
+
+11.3 Exceptions.  The exclusions and limitations set forth in Sections 11.1 and 11.2 shall not apply to: (a) any act or omission by a Party that constitutes fraud, gross negligence or willful misconduct; (b) each Party’s respective indemnity obligations set forth in Sections 12.1 and 12.4 below; (c) personal injury or death.
+
+11.4 Allocation of Risk.  Each Party understands and agrees that the remedies provided in this Agreement are exclusive and that its agreement to the exclusions to and limitations of liability as set forth herein are essential to bargain between the Parties, the absence of which the terms of this Agreement, including without limitation the economic terms, would be substantially different.
+
+### 12. Indemnities
+
+12.1 Licensor Indemnity. Licensor shall defend (at its sole expense), indemnify and hold harmless Licensee and Licensee’s Representatives from and against any damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of any third party claims in connection with: (a) an allegation that any of the Licensor Software or Licensor Materials infringes or misappropriates a patent, copyright, trademark, trade secret or other intellectual property rights of such third party that is enforceable in the Territory; or (b) a violation by Licensor of any applicable laws, rules or regulations as they relate to the provision of the Licensor Software or Associated Services.
+
+12.2 Exceptions to Licensor Indemnity. The indemnification obligations set forth in Section 12.1 above shall not apply to any claim arising out of or related to any: (a) damage to the Licensor Software, alteration or modification to the Licensor Software that was not performed or authorized by Licensor; (b) combination by Licensee of the Licensor Software with software, hardware or other technology that was not supplied or authorized by Licensor; (c) use of the Licensor Software in an unauthorized manner or otherwise outside the scope of this Agreement; (d) use of an out-of-date version of the Licensor Software that is no longer supported by Licensor; provided, that Licensor has provided all applicable Updates to Licensee; or (e) instructions or other materials provided by Licensee (including without limitation Licensee Materials) to configure the Licensor Software specifically for Licensee’s use thereof.
+
+12.3 Right to Mitigate.  In the event that the Licensor Software or any portion thereof becomes, or in Licensor’s opinion is likely to become, subject to a claim of infringement or misappropriation, Licensor may, at its sole option and expense, take any of the following actions: (a) obtain the right for Licensee to continue to use the affected Licensor Software; (b) modify the affected Licensor Software such that it is no longer the subject of potential infringement or misappropriation while still functionally equivalent; or (c) if the actions in sub-sections (a) and (b) above are not possible or economically viable, then to immediately terminate the provision of the affected Licensor Software hereunder and promptly refund the pro rata portion of Fees prepaid by Licensee for the remainder of the Term.  Solely for purposes of the foregoing sentence, the Term of any license for Licensor Software that is expressly granted on a perpetual basis hereunder shall amortize over a five year straight line schedule.
+
+12.4 Licensee Indemnity. Licensee shall defend (at its sole expense), indemnify and hold harmless Licensor and Licensor’s Representatives from and against any damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of any third party claims in connection with: (a) an allegation that any of the Licensee Materials infringes or misappropriates a patent, copyright, trademark, trade secret or other intellectual property right of such third party that is enforceable in the Territory; or (b) a violation by Licensee or any User of any laws, rules or regulations that are applicable to Licensee.
+
+12.5 Indemnity Procedures.  The Party seeking indemnification hereunder shall: (a) promptly notify the indemnifying Party of the third party claim (provided that the failure to do so shall not relieve the indemnifying Party of its obligations hereunder except to the extent that it is prejudiced thereby); (b) reasonably cooperate in the defense of such claim at the indemnifying Party’s sole expense; and (c) provide the indemnifying Party with sole control of the defense of such claim and all related settlement negotiations, provided that the indemnifying Party shall not enter into any settlement of such claim that assigns guilt or fault to or otherwise adversely affects the rights of the Party seeking indemnification without the prior written consent of the Party seeking indemnification (which shall not be unreasonably withheld or delayed).
+
+### 13. Changes to the Licensor Software
+
+In new versions of Licensor Software, Licensor reserves the right to modify the characteristics, specifications, capabilities, functions, license terms, release dates, general availability or other characteristics of Licensor Software.
+
+### 14. General
+
+14.1 Assignment.  Neither Party may assign this Agreement or any rights herein without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.  Notwithstanding the foregoing sentence, each Party shall be entitled to transfer its rights and obligations under this Agreement to an Affiliate, acquirer or successor entity as a result of a restructuring, merger or sale of all or a substantial part of its business or assets.
+
+14.2 Waiver.  A waiver of any provision of this Agreement will be effective only if in writing and signed by a duly authorized representative of the Party against which the waiver is to be construed.  The failure or delay of either Party to enforce any provision of this Agreement or any right or remedy contained therein shall not constitute a waiver of future enforcement of that or any other provision, right or remedy.
+
+14.3 Severability.  If any provision of this Agreement is held to be invalid, the Parties agree that such invalidity shall not affect the validity of the remaining provisions of this Agreement and that they shall undertake to negotiate in good faith a substitute valid provision which most closely approximates the intentions and economic effect of the invalid provision.
+
+14.4 No Third Party Beneficiaries.  This Agreement is for the sole benefit of the Parties hereto, their respective successors and permitted assigns, and nothing herein shall confer any beneficiary rights or other benefit or remedy in any client, customer, shareholder or partner of either Party or any other third party.
+
+14.5 Relationship of Parties.  Licensor and Licensee acknowledge that the relationship between them shall be considered at all times as independent contractors.  Neither Party shall have the authority to enter into any contract on behalf of the other Party or to otherwise bind the other Party to any legal obligation.
+
+14.6 Affiliates.  Licensee acknowledges that portions of the Licensor Software and Associated Services may be provided by Affiliates of Licensor.  In such cases, Licensor shall ensure that such Affiliates comply with its obligations set forth in this Agreement and shall remain liable for any breach hereof by such Affiliates.
+
+14.7 Entire Agreement.  This Agreement, including the Order Form, Schedules and Exhibits attached hereto, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations and other communications between the Parties, whether oral, written, electronic or otherwise.  This Agreement may only be amended, modified or supplemented by an agreement in writing signed by duly authorized representatives of both Parties.  In no event shall the terms contained in any purchase order, invoice or other similar document serve to modify or supplement the provisions of this Agreement.  The order of precedence in the case of any conflict involving the terms and conditions in this Agreement shall be as follows: Order Form, Modyo Software License Agreement, Schedule and Exhibit; provided that the terms of any Order Form shall only apply with regard to the Licensor  Software or Associated Services provided pursuant to such Order Form.
+
+14.8 Force Majeure.  Neither Party shall be liable for failure or delay in the fulfillment of any of its obligations hereunder (excluding payment of Fees) where such failure is due to war, riot, strike, labor dispute, civil disturbance, rebellion, invasion, terrorist attack, embargo, national or local emergency, natural disaster, acts of God, flood, fire, malfunction of equipment or facilities, failure by the other Party or a third party to perform a prerequisite necessary to fulfill such obligation, or any other cause beyond its reasonable control.  The Party unable to fulfill its obligations due to such a force majeure event shall use diligent efforts to restore its performance thereof as soon as reasonably possible.
+
+14.9 Notices.  A Notice pertaining to this Agreement must be in writing and sent by one Party to the other Party at the addressee details on the applicable Order Form via one of the following methods: (a) personal delivery with written confirmation of receipt, (b) certified mail with postage prepaid and tracking enabled, (c) internationally-recognized private express courier, or (d) email with confirmation of receipt and followed by one of the foregoing methods.  Notice shall be deemed effective on the date of receipt if personally delivered or emailed, or two (2) days after deposit via certified mail or express courier.  Each Party may update the addressee details by providing Notice to the other Party in accordance with this Section 11.9.
+
+14.10 Publicity.  Neither Party shall publicly use or display the other Party’s name, trademarks, service marks or logos without the other Party’s prior written consent, except for: (a) a joint press release as mutually agreed by the Parties regarding their relationship under this Agreement, and (b) identification of the other Party’s name and/or logo on its client or vendor list (as applicable) used in commercial presentations or websites or in non-confidential news shared as part of day to day communications with clients.
+
+14.11 Governing Law.  This Agreement and the rights, obligations and relations of the Parties hereunder shall be governed and construed in accordance with the substantive laws of the country of the Netherlands without regard to principles governing choice of law.  The Parties agree that the U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
+
+14.12 Disputes. The parties agree to use their best efforts to resolve any dispute that may arise under the Agreement through good faith negotiations. None of the Parties shall commence any arbitration or litigation in relation to this Agreement unless it has first invited an authorized executive or officer of the other Party to meet with its authorized executive or officer for the purpose of resolving the dispute on mutually acceptable terms. Any difficulty or controversy arising among the Parties to the Agreement with respect to the application, interpretation, duration, validity or execution of the Agreement, that cannot be settled in this manner, using reasonable efforts shall be submitted to mediation pursuant to the current Mediation Procedures of JAMs. In the event the mediation is not successful, any dispute, controversy or claim arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The Tribunal will consist of one arbitrator. The place of arbitration will be Miami, Florida. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
+
+14.13 Interpretation. Notwithstanding any translation of this Agreement, the English language version of this Agreement shall be the sole document used to interpret the rights, obligations, and liabilities of the Parties hereunder.

package/README.md

@@ -1,16 +1,4 @@
-# stencil-ds-react-template
+# Dynamic Framework
+## Made with ❤️ by Modyo
 
-This is an example repo of building plugins.
-
-## Step 1.
-
-- Update the `package.json` to have the correct package name for this repo.
-- Replace `component-library` under `dependencies` with your core stencil package name.
-
-## Step 2.
-
-- Build your core stencil package.
-
-## Step 3.
-
-- Run build on this package.
+Quickly create feature-rich financial applications through a robust micro frontend architecture of React-based components with customizable templates built for integration..