npm - @nova-design-system/nova-webcomponents - Versions diffs - 3.0.0-beta.27 → 3.0.0-beta.28 - Mend

@nova-design-system/nova-webcomponents 3.0.0-beta.27 → 3.0.0-beta.28

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@@ -2,156 +2,109 @@
 This End-User License Agreement ("Agreement") is entered into between:
-1. **Elia Group NV**
+1. **Elia Group NV**
+   Located at Keizerslaan 20, 1000 Brussel, registered at the Crossroads Bank for Enterprises in Belgium under number 0476.388.378 (hereafter: "Licensor", "Elia", "We", "Our" or "Us").
-Located at Keizerslaan 20, 1000 Brussel, registered at the Crossroads Bank for Enterprises in Belgium under number 0476.388.378 (hereafter: “Licensor”, “Elia”, “We”, “Our” or “Us”), and
+2. **Subsidiaries, Partners or Affiliates**
+   Collectively referred to as the "Licensee".
-2. **Subsidiaries, Partners, or Affiliates**
+Licensor and Licensee may both be referred to as a “Party” and jointly as the “Parties”.
-Collectively referred to as the "Licensee".
+This Agreement can only be entered into by a party which can be considered as the “Licensee”. This means that, to the extent a party is not considered a Subsidiary, Affiliate or Partner, it is not possible for it to enter into this Agreement with Licensor or to use the Works. This Agreement shall not confer any rights, titles or interests to any other entities or individuals which are not the Licensee. Any attempt by Third Parties to claim rights or licenses under this Agreement shall be considered null and void, as the Agreement is strictly limited to the Licensee, as defined herein.
-**Licensor** and **Licensee** may both be referred to as a “Party” and jointly as the “Parties”.
+---
-This Agreement can only be entered into by a party which qualifies as the “Licensee”. Any attempt by Third Parties to claim rights or licenses under this Agreement shall be considered null and void, as the Agreement is strictly limited to the Licensee, as defined herein.
+## 1. DEFINITIONS
-## Article 1: Definitions
+- **Affiliate**: A business entity that is related to Elia through ownership, control, or shared interests, often resulting in a close operational or financial relationship (cfr. Article 1:15 of the Belgian Code of Companies and Associations).
+- **Effective Date**: The date from which the Licensee accesses and downloads the Works.
+- **Elia Projects**: (services performed in the context of) initiatives, projects, products, agreements or tasks directly relating to Elia’s business operations or to those of Subsidiaries, Affiliates or Partners or that otherwise support or are directly related to Elia’s business operations. Elia Projects include, without being limited to activities, works, or services performed in connection with the development, execution, or management of services, products, or solutions for, or related to Elia or its Subsidiaries or Affiliates.
+- **Initial Term**: Has the meaning as set out under Article 6.2.
+- **Intellectual Property Rights**: Means any intellectual property rights, including copyrights, trade and service marks, trade names, rights in logos, inventions, trade secrets and know-how, registered designs, design rights, patents, database rights, all rights of whatsoever nature in computer software and data, all intangible rights and privileges of nature similar or allied to any of the foregoing, in every case in any part of the world and whether or not registered; and including all granted registrations and all applications for registration, all renewals, reversions or extensions, the right to sue for damages for past infringement and all forms of protection of a similar nature which may subsist anywhere in the world. For the avoidance of doubt, Intellectual Property Rights include the intellectual property rights related to and vested in the Works.
+- **License**: Has the meaning as described under Article 2.1.
+- **Partner**: Means a business partner, subcontractor or service provider of the Licensor, which entered into a (services) agreement with Elia before and which is engaged on Elia Projects.
+- **Renewal Term**: Has the meaning as set out under Article 6.2.
+- **Subsidiary**: Means any entity directly or indirectly controlled by Licensee, where “control” is defined in article 1:14 of the Belgian Code of Companies and Associations.
+- **Territory**: Means the entire world.
+- **Third Party**: Means a person that is not a Party, nor a Subsidiary, Affiliate or Partner of the Licensor.
+- **Works**: Means all elements and visuals in the UI library in the “Nova Design System” software (e.g. buttons, arrows, etc.) and the compressed versions of the respective source code of the visuals, created by, or on behalf of, Elia with the purpose of being used and incorporated in websites, platforms, applications etc. The Works can be accessed and found in the following folders [Name folders].
-### 1.1 Affiliate
+---
-A business entity related to Elia through ownership, control, or shared interests, as per Article 1:15 of the Belgian Code of Companies and Associations.
+## 2. GRANT OF LICENSE
-### 1.2 Effective Date
+2.1 Licensor hereby grants to Licensee, a non-exclusive, revocable, sublicensable and non-transferable right to use the Works within the Territory in accordance with this Agreement solely for Elia Projects. Licensor is only allowed to sublicense these rights in accordance with Article 4.1.
-The date from which the Licensee accesses and downloads the Works.
+2.2 The right to use the Works includes the right to reproduce, translate, and communicate to the public. The usage rights are granted for the term of the respective Intellectual Property Rights vested in the Works and they are not subject to payment of a royalty to Licensor. The exploitation rights mentioned above are not limited to any sorts of carriers or transmissions (hereafter all together referred to as the “License”).
-### 1.3 Elia Projects
+2.3 Licensee is obliged to inform Licensor of any infringement of Intellectual Property Rights, vested in the Works, by Third Parties as soon as possible after becoming aware of such infringement.
-Initiatives, projects, or tasks directly relating to Elia’s business operations or those of Subsidiaries, Affiliates, or Partners, including development, execution, or management of services or products.
+---
-### 1.4 Intellectual Property Rights
+## 3. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
-Any intellectual property rights, including copyrights, trademarks, patents, and related rights worldwide.
+3.1 The Licensee acknowledges and agrees that the Licensor is the proprietor of all right, title and interest in and to the Intellectual Property Rights vested in the Works throughout the Territory in any form or embodiment thereof and that the License does neither transfer or convey to Licensee any ownership rights in or relating to the Intellectual Property Rights vested in the Works.
-### 1.5 License
+3.2 Licensor may from time to time implement updates or upgrades of the Works, add new items to the Works in the [name]folder or delete certain Works (together referred to as “Updates”). Licensor is allowed to implement these Updates without prior notification to the Licensee and/or without permission of the latter. Licensee is free to decide whether or not to implement or use these Updates. Once an Update has been implemented, it shall be deemed part of the Works and shall be subject to the provisions of this Agreement.
-As described in Article 2.1.
+---
-### 1.6 Partner
+## 4. PERMITTED USE AND RESTRICTIONS
-A business partner, subcontractor, or service provider of Elia engaged in Elia Projects.
+4.1 The Works may only be used by employees and authorized contractors of Licensee and its Subsidiaries in the course of their employment or engagement on Elia Projects. Licensee is responsible and shall ensure that its personnel (including employees, subcontractors, authorized representatives or anyone else they would engage in the course of Elia Projects) use the Works in accordance with this Agreement.
-### 1.7 Subsidiary
+4.2 The Works may only be installed on devices owned or controlled by Licensee.
-An entity directly or indirectly controlled by the Licensee, per Article 1:14 of the Belgian Code of Companies and Associations.
+4.3 Licensee shall not alter, modify or customize the Works. The Works are provided “as is”, with existing mechanisms to support flexible UI creation. Any attempts to modify the Works are prohibited.
-### 1.8 Territory
+4.4 Licensee is not allowed and shall not:
+- Use, copy, modify, sublicense, distribute, share or otherwise transfer the Works to any Third Party;
+- Reverse engineer, decompile, or disassemble the Work.
-The entire world.
+---
-### 1.9 Third Party
+## 5. LIABILITY AND DISCLAIMER OF WARRANTIES AND INDEMNIFICATIONS
-A person or entity not defined as a Party, Subsidiary, Affiliate, or Partner of the Licensor.
+5.1 The Works are provided "as is" and "as available," without warranty of any kind. To the maximum extent permitted by applicable law, the Licensor expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties that may arise out of course of dealing, course of performance, usage, or trade practice. The Licensor does not warrant that the Works will meet the Licensee's requirements, achieve any intended results, be compatible or work with any other software, systems, or services, operate without interruption, meet any performance or reliability standards, be error-free, or that any errors or defects can or will be corrected. No oral or written information or advice given by the Licensor or its authorized representative shall create a warranty.
-### 1.10 Works
+5.2 To the fullest extent permitted by law, the Licensor shall not be liable for any indemnification obligations or liabilities whatsoever to the Licensee or any Third Party, whether arising in contract, tort, or otherwise, including, but not limited to, any claims, damages, liabilities, costs, or expenses arising out of or related to the Work, the use or inability to use the Work, or any data loss, corruption, or breaches of security associated with the Work. The Licensee acknowledges and agrees that the Licensor shall have no obligation to defend, indemnify, or hold harmless the Licensee or any third party for any reason, including but not limited to, intellectual property infringement claims, product liability claims, or any other claims or liabilities arising from the use of the Work.
-All elements and visuals in the UI library of the "Nova Design System", including source code and associated materials.
+5.3 To the extent permitted by applicable law, Parties expressly agree that Licensor shall not be liable for any indirect or consequential damages, including but not limited to, damages for loss of business profits, business interruption, loss of business information, goodwill, use, data or other intangible losses resulting from the use of or the inability to use the (contents of the) Works, however caused (including by negligence), even if Licensee has been advised about the possibility of such damages.
-## Article 2: Grant of License
+5.4 Licensee acknowledges and agrees that it installs the Works at its own risk and that it will be solely responsible for its use thereof and any damages that may result.
-### 2.1 License Grant
+5.5 In any case, Licensor’s liability under this Agreement is limited to the amount of 1,000 EUR.
-The **Licensor** grants the **Licensee** a non-exclusive, revocable, sublicensable, and non-transferable right to use the Works worldwide solely for Elia Projects.
+---
-### 2.2 Usage Rights
+## 6. TERM AND TERMINATION
-The usage rights include reproduction, translation, and public communication, provided the Licensee complies with the Agreement.
+6.1 The initial term of this Agreement shall be effective as of the Effective Date and unless terminated earlier in accordance with this Article 6, shall be in force for an indefinite period of time.
-### 2.3 Reporting Infringements
+6.2 Either Party can terminate this Agreement by giving a written notice (including e-mail) to the other Party of one (1) month.
-Licensee must inform Licensor of any Intellectual Property infringement.
+6.3 This Agreement shall be automatically terminated upon a change in control, ownership, or shared interests of any Subsidiary or Affiliate, whether through sale, merger, reorganization, or otherwise, causing a change of the qualification of such Subsidiary or Affiliate into a Third Party. As regards Partners, this Agreement shall be automatically terminated upon the end of the participation of a Partner on Elia Projects.
-## Article 3: Ownership of Intellectual Property Rights
+6.4 Licensor has the right to terminate the Agreement immediately, in case of a material breach by the Licensee, by providing the Licensee a written notice.
-### 3.1 Ownership Retained
+6.5 Upon termination of this Agreement pursuant to this clause, Licensee shall immediately cease all use of the Works and shall destroy all copies of the Works in its possession or control. For avoidance of doubt, in this case, any use of the Works will be prohibited as from the date of the event which makes the Affiliate, Subsidiary or Partner, a Third Party.
-The **Licensor** retains all ownership rights to the Intellectual Property related to the Works.
+---
-### 3.2 Updates
+## 7. MISCELLANEOUS
-Updates may be implemented by the Licensor without prior notice. Licensee may choose whether to implement updates.
+7.1 No Party to this Agreement shall be deemed to have waived any rights arising out of the Agreement or out of any default or breach hereunder unless such Party explicitly executes the waiver in writing.
-## Article 4: Permitted Use and Restrictions
+7.2 Save as otherwise provided in this Agreement, each Party bears its own costs relating to the execution and implementation by it of this Agreement and of all other ancillary documents.
-### 4.1 Permitted Use
+7.3 This Agreement may not be assigned by Licensee, except with the prior written consent of the Licensor.
-- The Works may only be used by employees or contractors of the Licensee in Elia Projects.
+7.4 If any provision of this Agreement is held to be invalid or unenforceable, then such provision will (so far as it is invalid or unenforceable) have no effect and will be deemed not to be included in this Agreement, but without invalidating any of the remaining provisions of this Agreement. The Parties must then use all reasonable endeavours to replace the invalid or unenforceable provision by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.
-- Installation is restricted to devices owned or controlled by the Licensee.
+---
-### 4.2 Restrictions
+## 8. GOVERNING LAW AND JURISDICTION
-The Works must not be:
+8.1 This Agreement is governed by and must be construed and interpreted in accordance with the laws of Belgium.
-- Shared, sublicensed, or otherwise transferred to Third Parties.
-- Reverse-engineered, decompiled, or disassembled.
-## Article 5: Liability and Disclaimer of Warranties
-### 5.1 Disclaimer
-The Works are provided "as is", without warranty of any kind. The **Licensor** disclaims all implied warranties.
-### 5.2 Limitation of Liability
-The **Licensor** limits its liability to €1,000. The Licensee assumes all risks related to the use of the Works.
-## Article 6: Term and Termination
-### 6.1 Initial Term
-The Agreement is effective indefinitely from the Effective Date unless terminated.
-### 6.2 Termination by Notice
-Either Party may terminate with one month's written notice.
-### 6.3 Automatic Termination
-Termination occurs automatically upon:
-- Changes in control, ownership, or project participation.
-- Breach of material terms by the Licensee, following written notice.
-### 6.4 Post-Termination Obligations
-Upon termination, the **Licensee** must cease using and destroy all copies of the Works.
-## Article 7: Miscellaneous
-### 7.1 Waiver
-Waivers must be in writing and do not constitute ongoing waivers of similar rights.
-### 7.2 Costs
-Each Party bears its own implementation costs.
-### 7.3 Assignment
-The Agreement may not be assigned without prior consent from the **Licensor**.
-### 7.4 Severability
-Invalid provisions will not affect the remainder of the Agreement.
-## Article 8: Governing Law and Jurisdiction
-### 8.1 Governing Law
-This Agreement is governed by Belgian law.
-### 8.2 Jurisdiction
-The Dutch-speaking courts of Brussels have exclusive jurisdiction for disputes.
+8.2 The Dutch-speaking courts of Brussels will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, unless exclusive jurisdiction is attributed to other courts by applicable law.