@vaadin/icons 22.0.21 → 22.1.0-alpha1
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- package/LICENSE +1119 -190
- package/README.md +1 -1
- package/iconset.js +7 -2
- package/package.json +4 -4
- package/vaadin-icons.js +7 -2
- package/vaadin-iconset.js +7 -2
package/LICENSE
CHANGED
@@ -1,190 +1,1119 @@
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1
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Vaadin Commercial License and Service Terms
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Terms and Conditions for Use, Reproduction and Distribution
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NOTICE TO USER: PLEASE READ THESE VAADIN COMMERCIAL LICENSE AND SERVICE TERMS
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CAREFULLY.
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BY USING ALL OR ANY PART OF THE LICENSED SOFTWARE OR COMMERCIAL SERVICE, YOU
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AGREE ON BEHALF OF YOURSELF AND YOUR COMPANY (IF APPLICABLE) TO THE TERMS
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BELOW. IF YOU DO NOT AGREE WITH THESE TERMS, OR DO NOT HAVE THE AUTHORITY TO
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BIND YOUR COMPANY, DO NOT INSTALL, REGISTER FOR OR USE THE PRODUCT OR SERVICE,
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AND DESTROY OR RETURN ALL COPIES OF THE PRODUCT.
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IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOURSELF IN YOUR INDIVIDUAL
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CAPACITY, THEN YOU ARE THE CUSTOMER. IF YOU ARE AGREEING TO THESE TERMS ON
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BEHALF OF YOUR COMPANY, THEN YOUR COMPANY IS THE CUSTOMER.
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1. Definitions
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1.1. In these Commercial Terms, unless the context requires otherwise, the
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following words and phrases shall have the following meanings:
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1.2. “Agreement” shall mean an accepted Order, SOW or other agreement document
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that refers to and incorporates these Commercial Terms.
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1.3. “Authorized Application” shall mean a software application developed by
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Customer using Licensed Software under a valid Runtime License.
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1.4. “Authorized User” shall mean Customer if Customer is a natural person; or
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Customer’s employee or third-party consultant if Customer is a company and
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Customer authorizes such employee or third-party consultant to Use Licensed
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Software or use another item that is subject to a Subscription on behalf of
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Customer within Customer’s internal operations.
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1.5. "Commercial Terms" shall mean these Vaadin Commercial License and Service
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Terms.
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1.6. “Consulting” shall mean Services, by which Customer purchases Vaadin’s
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professional expertise, either outside a Subscription or as part of Services
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provided under a Subscription.
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1.7. "Customer" shall mean the customer who has executed the Agreement and
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subscribed to or purchased Licensed Software and/or Services.
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1.8. “Customer Work Products” shall mean all Materials created by Vaadin for
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Customer through performance of the Consulting, other than Vaadin
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Non-Commercial Materials, Vaadin Commercial Materials and Pre-Existing
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Materials.
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1.9. "Developer" shall mean a software developer, tester, designer or other
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person developing a software application.
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1.10. “Effective Date” means the date when Vaadin has accepted Customer’s Order
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for Licensed Products or Services, or when both Parties have signed an
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Agreement by physical signature or electronic signature.
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1.11. “Intellectual Property Rights” shall mean all copyrights (including the
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right to modify and assign such copyright), patents, utility models, designs,
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trademarks, logos, domain names, inventions, improvements, trade secrets,
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know-how and all other intellectual property rights (including any applications
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or rights to the foregoing).
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1.12. "License" shall mean the right to Use Licensed Software in accordance
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with the Agreement and in particular the limitations and other license type
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related terms and conditions set out under Section 4 below.
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1.13. "Licensed Software" shall mean such computer software program(s), which
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are provided by Vaadin to Customer under the terms and conditions of these
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Commercial Terms, as well as any related updates and upgrades, and which are
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identified in more detail in an Order or an Agreement.
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1.14. “Materials” shall mean all works of authorship, programs, software, code,
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source code, system design, processes, tools, reports, manuals, supporting
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materials, drawings, diagrams, flowcharts, business templates, documents,
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materials, technology, trademarks, trade secrets, websites, modifications,
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updates, enhancements, innovations (whether or not patented) and concepts.
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1.15. “Order” shall mean a written or electronic order document (an order form,
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invoice, or similar document) entered into between Customer and Vaadin for
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Licensed Software or Services. Unless an Order says something different, each
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Order will be governed by the terms of these Commercial Terms and identify the
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Licensed Software and/or Service to be delivered as well as any usage
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limitations, applicable fees, and any other details related to the Subscription
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or other transaction.
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1.16. "Parties/Party" shall mean Customer and Vaadin, or either of them.
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1.17. “Pre-Existing Materials” shall mean all Materials, which existed prior to
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the Effective Date of an Agreement on Consulting, or which are thereafter
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created independently of such Agreement, other than Vaadin Non-Commercial
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Materials and Vaadin Commercial Materials.
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1.18. "Project" shall mean Customer’s software development project during which
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the participating Developers Use Licensed Software and which aims to produce
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Project Result.
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1.19. "Project Result" shall mean the outcome of the Project.
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1.20. “Service(s)” shall mean any services, information or products (other than
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Licensed Software) that are supplied by Vaadin to Customer and that are defined
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in the Agreement. Services may be provided as part of a Subscription or as
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separately invoiced Consulting.
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1.21. “SOW” shall mean a statement of work documents that the Parties enter
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into under the Agreement and that concerns Consulting.
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1.22. "Subscription" shall mean a subscription in which Customer subscribes to
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one or more of the following: (a) a right to use a Service, (b) a right to use
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Vaadin Commercial Materials, or (c) a right to Use Licensed Software; all for
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the agreed Subscription term and in accordance with the Agreement.
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1.23. “Supported Software” consists of the latest minor version of Vaadin
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platform version 10, version 14 and all major versions starting from version
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23, and second latest minor versions of Vaadin platform versions starting from
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version 23, for a period described on vaadin.com website. The contents of each
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Vaadin platform version is defined in the respective release notes. Supported
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Software does not include pre-release versions, such as beta, alpha or release
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candidate versions.
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1.24. “Support Hours” are between 7 am and 8 pm GMT from Monday to Friday,
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except for the 1st of Jan, 6th of Jan, Good Friday, Easter Monday, 1st of May,
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Ascension Day, Midsummer eve, 6th of Dec and 24–26 of Dec. GMT+1 Summer Time is
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used between the last Sunday of March and the last Sunday of October.
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1.25. "Use Licensed Software" shall mean using Licensed Software either in
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object code form or source code form or using Licensed Software as a part of an
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automation test suite or an automated build process.
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1.26. “Vaadin” shall mean the Vaadin company who has executed the Agreement. If
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Customer’s domicile is in the United States, such Vaadin company shall be
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Vaadin, Inc., located at 405 El Camino Real, Menlo Park, CA 94025, United
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States. If Customer’s domicile is outside the United States, such Vaadin
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company shall be Vaadin Ltd (Finnish Business ID 1613563-9), located at
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Ruukinkatu 2–4, FI-20540 Turku, Finland.
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1.27. “Vaadin Commercial Materials” shall mean all Licensed Software and other
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Materials that are owned by Vaadin Ltd (Finnish Business ID 1613563-9) and that
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are made available, based on a payment, through the vaadin.com online service,
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Github and/or other services, under a commercial license in connection with a
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Subscription or Consulting.
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1.28. “Vaadin Non-Commercial Materials” shall mean all Materials that are owned
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by Vaadin Ltd (Finnish Business ID 1613563-9) and that are made available for
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free in the vaadin.com online service, Github and/or other services, typically
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under an open source or other non-commercial license.
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2. Scope of Application
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2.1. These Commercial Terms are applied to the provision of commercial Licensed
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Software and commercial Services by Vaadin to its Customers, including
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Subscriptions and Consulting that are provided against payment.
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3. Subscriptions, Orders and SOWs
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3.1. Vaadin offers non-free Subscriptions that to varying degrees give access
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to Services, Licensed Software and other Vaadin Commercial Materials.
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3.2. The detailed content of each Subscription or other transaction is set out
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in an Order document delivered by Vaadin to Customer when a new Subscription is
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created, an existing Subscription is renewed, or other transaction is executed.
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3.3 The Order sets out (a) the identity of Customer, (b) the ordered Service,
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Licensed Software or other Vaadin Commercial Materials, (c) the Subscription
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fee, (d) the Subscription term, (e) the relevant License type (where
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applicable), i.e., Developer License, Runtime License or Trial License, (f)
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possible specific restrictions and limitations, (g) possible specific rights,
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such as redistribution rights, (h) possible maintenance and support services
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related to Licensed Software, and (i) possible other relevant details of the
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Subscription or other transaction.
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3.4. Unless otherwise set out for Licenses under Section 4 below, all
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Subscriptions may only be used by such Authorized Users that have been named by
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Customer and that have been connected to a Subscription. The number of
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Authorized Users included in a Subscription depends on the number of named
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users purchased by Customer. Unless otherwise set out for Licenses under
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Section 4 below, the list of Authorized Users can be changed at any time by
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Customer’s Subscription administrator.
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3.5. Customer is responsible for ensuring that its Authorized Users maintain
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the usernames, passwords and other identifiers necessary for the use of
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Licensed Software, or use of another item that is subject to a Subscription,
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diligently and that they do not disclose them to third parties. Customer must
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promptly notify Vaadin about any unauthorized use of such identifiers. Customer
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shall ensure that its Authorized Users comply with the Agreement and Customer
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shall be responsible for its Authorized Users’ use of Licensed Software or use
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of another item that is subject to a Subscription.
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3.6. Vaadin Pro Subscriptions come with a thirty (30) day money-back guarantee.
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If Customer for any reason wishes to cancel such Subscriptions within thirty
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(30) days from the beginning of the first Subscription term, Customer can
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contact Vaadin for a refund of the Subscription fees.
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3.3. In case of Consulting the relevant Services to be delivered by Vaadin to
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Customer, as well as the relevant fees and other terms applicable to such
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Services, are set out in a SOW that is entered into under the Agreement.
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4. Grant of License to Use Licensed Software, License Types
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4.1 This Section 4 sets out the terms under which Vaadin grants Licenses to
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Customer and it also includes License type specific terms and conditions. Any
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License being granted as well as the relevant License type shall be determined
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at the time of the Subscription and set out in the Order or other Agreement
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document.
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4.2 Except for the License explicitly set out below in this Section 4, Customer
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(and each Authorized User) may not use, copy, modify, rent, loan, lease, sell,
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sublicense, create derivative works from, transfer or distribute, the Licensed
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Software for any purposes, or make the Licensed Software available to any
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person or entity that is not an Authorized User, or assign its rights or
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obligations under the Agreement to a third party. Furthermore, Customer shall
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not decompile, disassemble, decode, adapt, or otherwise attempt to derive or
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gain access to the source code of the Licensed Software, in whole or in part or
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reverse engineer the Licensed Software or any elements of the Licensed
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Software, or remove any proprietary notices from the Licensed Software, or use
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the Licensed Software in any manner or for any purpose that infringes,
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misappropriates, or otherwise violates any Intellectual Property Rights or
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other right of any person, or that violates any applicable law. Customer shall
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not use Licensed Software to develop, test, support or market services or
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products that are competing with and/or provide similar functionality to the
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Licensed Software (wrapping is forbidden). Vaadin grants no rights other than
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those explicitly granted herein, and Customer shall not exceed the scope of its
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License as set forth herein and in the applicable Order.
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4.3. Developer License
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4.3.1 General Provisions
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4.3.1.2 This Section 4.3 contains the terms and conditions of Vaadin’s
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developer License (“Developer License”), under which Vaadin licenses
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development components for use by a Developer.
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Vaadin grants to Customer, based on full payment of the Subscription fee, a
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worldwide, royalty-free, non-exclusive, limited License to Use Licensed
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Software in Project(s).
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+
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4.3.1.3 Customer must procure the right to Use Licensed Software for each
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individual Developer separately. For clarity, if the Project Result that
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includes the Licensed Software is further developed or modified or is used as a
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component or framework in a software development project or otherwise provides
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the functionality of the Licensed Software for use in a software development
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project, all Developers who Use Licensed Software in such context need to have
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a valid Developer License.
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+
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4.3.1.4 The list of Developers can be changed by Customer, but after an
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individual Developer has been designated by Customer, Customer may not
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reallocate the Developer License from the designated Developer to another
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Developer before sixty (60) days have passed from such designation.
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+
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4.3.1.5 Customer is entitled to Use Licensed Software for the purpose of
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testing and building software applications as part of Customer’s Project. As
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long as Customer has at least one valid Developer License, Customer’s right to
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Use Licensed Software also includes interacting with a server that runs
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Licensed Software as a part of an automated test suite, automated build system
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or corresponding system (without this requiring a separate License).
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+
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4.3.2 Redistribution Right
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4.3.2.1. Under the Developer License, Customer may be entitled to redistribute
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the Licensed Software as part of Customer’s Project Result, as set out in this
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Section 4.3.2. Such possible redistribution right is set out for each Licensed
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Software component separately and indicated in the Order.
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+
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4.3.2.2. The redistribution permitted under Section 4.3.2.1 above allows
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Customer to redistribute the Licensed Software in object code form only, and
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only as embedded in Customer’s Project Result for use by end users of the
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Project Result.
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4.3.2.3. Customer may not distribute Licensed Software as a standalone product,
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or as a part of any product other than Customer’s Project Result, or in any
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form that allows any Licensed Software (or portion thereof) to be reused by any
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application other than Customer’s Project Result. Accordingly, Customer shall
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not use the Licensed Software to develop, test, support or market services or
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products that are competing with and/or provide similar functionality to the
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Licensed Software (wrapping is forbidden).
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+
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4.3.2.4. For the avoidance of doubt, Customer’s end users of the Project Result
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are not allowed to use the Licensed Software, or any portions thereof, for
|
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software development or application development purposes unless they first
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purchase a separate Developer License from Vaadin for each relevant end user.
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Customer or the Developer must not grant end users of the Project Result any
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right to further sublicense the Licensed Software or any portions thereof.
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+
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4.3.2.5. If the Order expressly grants Customer the right to redistribute or
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offer access to all or a portion of the Licensed Software, then, in conjunction
|
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with any such grant, Customer must comply with any limitations or requirements
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specified in the Order or in these Commercial Terms, as applicable, and Vaadin
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must distribute or offer access to the Project Result including the Licensed
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Software subject to a license agreement or terms of use between Vaadin and each
|
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customer of Customer accessing such Project Result that: (a) protects Vaadin’s
|
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interests consistent with the terms contained in these Commercial Terms, (b)
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prohibits Vaadin’s customer or other end user from any further distribution of
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the Licensed Software, (c) includes a limitation of damages clause that, to the
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maximum extent permitted by applicable law, disclaims on behalf of Vaadin or
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+
its respective Vaadins, suppliers or resellers, liability for any and all
|
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+
damages, whether direct, special, incidental or consequential damages, (d)
|
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+
contains terms substantially similar to those in these Commercial Terms.
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+
Furthermore, Customer must include a valid copyright message in the Project
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+
Result in a location viewable by its end users that will serve to protect
|
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Vaadin’s copyright and other Intellectual Property Rights in the Licensed
|
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Software.
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+
|
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4.4. Runtime License
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4.4.1. This Section 4.4 contains the terms and conditions of Vaadin’s runtime
|
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+
License (“Runtime License”), under which Vaadin provides access rights to
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Licensed Software embedded in an application.
|
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+
|
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4.4.2. In consideration of Customer’s payment of the fees for the Licensed
|
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+
Software Subscription as set out in the applicable Order, Vaadin grants to
|
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Customer a worldwide, non-exclusive, non-transferable, non-assignable, limited
|
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+
right, during the applicable Subscription term, to use, via its Authorized
|
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+
Users, the Licensed Software according to the Commercial Terms solely: (i) for
|
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+
Authorized Application(s) set forth in the relevant Order; (ii) in Customer's
|
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+
internal operations as set out below; and (iii) within the specific scope and
|
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+
limitations, and for the specific configuration(s), in each case, as specified
|
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+
in the applicable Order.
|
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+
|
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+
4.4.3. Customer may grant licenses, for free or based on a payment, to the
|
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+
Authorized Application(s) including Licensed Software, whether regarded as
|
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+
derivative works or not, as long as Customer has obtained from Vaadin a valid
|
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+
Runtime License for and on behalf of Customer’s own Customers (that Use
|
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+
Licensed Software), or Customer clearly communicates that anyone Using Licensed
|
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+
Software needs to obtain a valid Runtime License from Vaadin prior to
|
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+
installation and use of the Authorized Application(s) including Licensed
|
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+
Software.
|
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+
|
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+
4.4.4. Customer is entitled to offer its Authorized Application(s) including
|
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+
Licensed Software to its end users as a cloud service, without such end users
|
320
|
+
of the cloud service obtaining separate Runtime Licenses to the Licensed
|
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|
+
Software, required that this is done in accordance with these Commercial Terms
|
322
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+
and the scope and limitations set out in the applicable Order.
|
323
|
+
|
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+
4.4.5. In case Customer wishes to use the Licensed Software in connection to a
|
325
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+
new Authorized Application or wishes to order Licenses to additional Licensed
|
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|
+
Software, the Parties shall agree thereupon in an Order.
|
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|
+
|
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|
+
4.5. Trial License
|
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+
4.5.1. This Section 4.5 contains the terms and conditions of Vaadin’s trial
|
330
|
+
License (“Trial License”), under which Vaadin may make certain software
|
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|
+
components available for free evaluation use by Customer. Further terms and
|
332
|
+
conditions applicable to a particular Trial License may be set out in the Order
|
333
|
+
or appear in connection with a trial registration form.
|
334
|
+
|
335
|
+
4.5.2. Vaadin grants to Customer a limited, non-exclusive License to Use
|
336
|
+
Licensed Software solely in Customer’s internal operations for evaluation
|
337
|
+
purposes. The Trial License may be subject to one or more usage limits.
|
338
|
+
|
339
|
+
4.5.3. Customer may not (a) circumvent any technical limitations included in
|
340
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+
the Licensed Software offered to Customer under a Trial License; (b) integrate
|
341
|
+
the Licensed Software into Project Results or use it for any commercial,
|
342
|
+
production or training purpose; or (c) transfer the Trial License to any third
|
343
|
+
party, or redistribute the Licensed Software being subject to a Trial License.
|
344
|
+
|
345
|
+
4.5.4. Vaadin makes the Licensed Software available to Customer on a trial
|
346
|
+
basis until the earlier of (a) the end of the trial period for which Customer
|
347
|
+
registered; (b) the start date of any paid Subscription to such Licensed
|
348
|
+
Software; or (c) termination of the trial by Vaadin in its discretion. The
|
349
|
+
trial period is not automatically renewed, and Customer may not register for a
|
350
|
+
new free trial with respect to a particular Licensed Software, before twelve
|
351
|
+
(12) months have passed from the beginning of the previous trial period.
|
352
|
+
Customer may request an extension to the trial period from Vaadin, and Vaadin
|
353
|
+
may in its discretion decide to extend such trial period for Customer.
|
354
|
+
|
355
|
+
4.5.5. Any data that Customer enters into a Licensed Software, and any
|
356
|
+
configurations or customizations made to a Licensed Software by or for
|
357
|
+
Customer, during Customer’s free trial will be permanently lost unless Customer
|
358
|
+
purchases a paid Subscription to the same Licensed Software as covered by the
|
359
|
+
trial, or export such data, before the end of the trial period.
|
360
|
+
|
361
|
+
5. Updates, Upgrades, Maintenance and Support for Licensed Software
|
362
|
+
5.1. Vaadin may, at its sole discretion, during the Subscription term offer
|
363
|
+
maintenance releases, updates and upgrades (new versions) to Licensed Software.
|
364
|
+
Installed updates replace and/or supplement (and may disable) the version of
|
365
|
+
the Licensed Software previously provided under the License. The updated
|
366
|
+
Licensed Software remains subject to the terms of the License and to any
|
367
|
+
special terms and conditions possibly accompanying such update.
|
368
|
+
|
369
|
+
5.2. Customer is not entitled to receive support for the Licensed Software,
|
370
|
+
except as set out in the Order or other Agreement document. Vaadin may also
|
371
|
+
otherwise at its sole discretion provide support for the Licensed Software
|
372
|
+
during the Subscription term, either for free or for a fee.
|
373
|
+
|
374
|
+
6. Subscription-based Services, Tools, and Features
|
375
|
+
6.1. This Section 6 sets out the terms under which Customer may purchase
|
376
|
+
certain Subscription-based tools, features and other Services from Vaadin. Any
|
377
|
+
tool, feature or other Service to be delivered by Vaadin to Customer shall be
|
378
|
+
set out and agreed upon in an Order or other Agreement. Sections 6.2–6.10 below
|
379
|
+
apply with respect to Customer only to such extent that Customer has explicitly
|
380
|
+
agreed upon the delivery of such tools, features or other Services by Vaadin to
|
381
|
+
Customer.
|
382
|
+
|
383
|
+
6.2 Training Courses
|
384
|
+
6.2.1. Customer is offered access to Vaadin’s recorded and/or live, instructor
|
385
|
+
led online training courses during the term of the Subscription.
|
386
|
+
|
387
|
+
6.2.2. Customer Users can enroll to live training courses subject to
|
388
|
+
availability of seats. Once Vaadin has processed the Customer User’s
|
389
|
+
enrollment, Vaadin will send such Customer User a confirmation email.
|
390
|
+
|
391
|
+
6.2.3. Vaadin exclusively owns and retains all title, Intellectual Property
|
392
|
+
Rights, and any other rights in and to Vaadin Materials used in connection with
|
393
|
+
training courses. Customer agrees not to copy or distribute Vaadin’s
|
394
|
+
copyrighted material without Vaadin’s prior written consent and not to use
|
395
|
+
recording equipment in Vaadin’s classes without Vaadin’s prior written consent.
|
396
|
+
|
397
|
+
6.3. Vaadin Commercial Tools
|
398
|
+
6.3.1. Customer is given access to existing and upcoming versions of Vaadin’s
|
399
|
+
commercial components and tools as defined in an Order or other Agreement
|
400
|
+
document. Vaadin grants Customer a license to use the commercial Vaadin tools
|
401
|
+
and components for the duration of the Subscription in accordance with the
|
402
|
+
applicable license terms set for each tool and component. Unless otherwise set
|
403
|
+
out in the applicable license terms set for each tool or component, Customer’s
|
404
|
+
right of use shall expire without a separate notice when the Subscription is
|
405
|
+
terminated or expires.
|
406
|
+
|
407
|
+
6.4. Expert Chat
|
408
|
+
6.4.1. Customer is offered access to a chat service, where Vaadin’s expert team
|
409
|
+
helps Customer by answering technical questions. This Service allows Customer
|
410
|
+
to get advice regarding any issues related to Supported Software through a chat
|
411
|
+
service during the Support Hours. Only advice is provided as part of this
|
412
|
+
Service. For example, implementation of software, UX design, hands-on sessions
|
413
|
+
through screen sharing or corresponding, or training services are not provided
|
414
|
+
as part of this Service.
|
415
|
+
|
416
|
+
6.5. Expert on Demand
|
417
|
+
6.5.1. Customer is provided with an on-demand software development and advisory
|
418
|
+
Service, where Vaadin’s expert team helps Customer with Vaadin’s applications.
|
419
|
+
This Service is provided as ticket-based Consulting in accordance with this
|
420
|
+
Section 6.5 and Section 7.1 below.
|
421
|
+
|
422
|
+
6.5.2. This Service may include a number of hours that are added into the time
|
423
|
+
balance in the beginning of the Subscription term or on a monthly basis or that
|
424
|
+
are purchased separately. Customer may submit service requests to the Service.
|
425
|
+
The time used for resolving the service requests is deducted from Customer’s
|
426
|
+
time balance. The Subscription has a credit limit that allows resolution of
|
427
|
+
service requests in case the time balance is zero (0) or negative, up to the
|
428
|
+
credit limit. The negative time balance will be invoiced monthly. At the end of
|
429
|
+
the Subscription term any unused positive balance is lost. When the
|
430
|
+
Subscription is terminated, any remaining time balance is lost.
|
431
|
+
|
432
|
+
6.5.3. During the Support Hours, the resolution of a support request will be
|
433
|
+
started within two (2) business days. If Vaadin fails to start the resolution
|
434
|
+
as agreed, Customer will be compensated with one (1) free Expert on Demand hour
|
435
|
+
that is added to the time balance.
|
436
|
+
|
437
|
+
6.5.4. If the estimated work effort for resolving a service request totals to
|
438
|
+
more than four (4) hours, a confirmation is requested from Customer before
|
439
|
+
starting the work. If the estimated work effort is inadequate for completing
|
440
|
+
the work, Vaadin is not obligated to continue working and will stop working on
|
441
|
+
the service request when the estimated number of hours is reached, if Customer
|
442
|
+
does not authorize the continuation of the service request at their expense.
|
443
|
+
|
444
|
+
6.6. Warranty
|
445
|
+
6.6.1. This Service allows Customer to request a specific bug in Supported
|
446
|
+
Software to be fixed. There can be only one open warranty request at a time per
|
447
|
+
Subscription. Vaadin reserves the right to choose, at its sole discretion,
|
448
|
+
which warranty requests will be fixed.
|
449
|
+
During the Support Hours, the resolution of a support request will be started
|
450
|
+
within two (2) business days. If Vaadin fails to start the resolution as
|
451
|
+
agreed, Customer will be compensated with one (1) free Expert on Demand hour
|
452
|
+
that is added to the time balance.
|
453
|
+
|
454
|
+
6.6.2. During the Support Hours, the resolution of a support request will be
|
455
|
+
started within two (2) business days. If Vaadin fails to start the resolution
|
456
|
+
as agreed, Customer will be compensated with one (1) free Expert on Demand hour
|
457
|
+
that is added to the time balance.
|
458
|
+
|
459
|
+
6.7. Vaadin Mentor
|
460
|
+
6.7.1. This Service is provided as Consulting in accordance with Section 7.1
|
461
|
+
below.
|
462
|
+
|
463
|
+
6.8. Indemnification
|
464
|
+
6.8.1. Vaadin shall indemnify, defend and hold harmless Customer from and
|
465
|
+
against any and all third-party claims and/or liabilities, including attorneys’
|
466
|
+
fees and costs, arising directly out of the use of Vaadin products by Customer
|
467
|
+
in compliance with the Agreement. The aforesaid claims include claims of
|
468
|
+
misappropriation, infringement, and invalid licensing of copyrighted work. If
|
469
|
+
any action or proceeding is brought against Customer by reason of any of the
|
470
|
+
foregoing matters, Vaadin shall upon written notice in English defend the same
|
471
|
+
at Vaadin’s expense and Customer shall cooperate with Vaadin in such defense.
|
472
|
+
If in the reasonable opinion of Vaadin a Vaadin product infringes third-party
|
473
|
+
Intellectual Property Rights or if such infringement has been confirmed in a
|
474
|
+
trial, Vaadin shall and may at its own expense and discretion either (a) obtain
|
475
|
+
the right to continue use of the Vaadin product for Customer; (b) replace the
|
476
|
+
Vaadin product with a product or service that complies with the Agreement and
|
477
|
+
corresponds to the Vaadin product; or (c) modify the Vaadin product in order to
|
478
|
+
eliminate the infringement in such a manner that the modified Vaadin product
|
479
|
+
with the Agreement. If none of the above-mentioned alternatives is available to
|
480
|
+
Vaadin on reasonable terms, Customer shall, at the request of the supplier,
|
481
|
+
stop using the Vaadin product and return it, and Vaadin shall refund the price
|
482
|
+
paid by Customer for the deliverable less the proportion of the price
|
483
|
+
corresponding to the actual time of use. Vaadin shall not, however, be liable
|
484
|
+
if the claim (a) is due to willful misconduct or gross negligence by Customer,
|
485
|
+
(b) is asserted by a group company of Customer, (c) results from alteration of
|
486
|
+
the Vaadin product by Customer or from compliance with Customer’s written
|
487
|
+
instructions; (d) results from use of the Vaadin product in combination with
|
488
|
+
any product or service not supplied by Vaadin; or (e) could have been avoided
|
489
|
+
by the use of a released product or service that complies with the Agreement
|
490
|
+
and corresponds with the deliverables and which product or service is offered
|
491
|
+
for use to Customer by Vaadin without separate charge. The aforesaid indemnity
|
492
|
+
obligation of Vaadin shall, however, always be limited to an amount equal to
|
493
|
+
three times the yearly Subscription fee, and Vaadin’s liability for indemnified
|
494
|
+
claims shall be limited to this Section 6.9.
|
495
|
+
|
496
|
+
6.9. Extended Maintenance for Vaadin
|
497
|
+
6.9.1. The extended maintenance for Vaadin Service extends the coverage of the
|
498
|
+
Expert Chat Service (Section 6.4) and the Warranty Service (Section 6.6) thus
|
499
|
+
that the latest minor versions of Vaadin Framework versions 7 and 8 and related
|
500
|
+
Vaadin components, Vaadin Tools, Vaadin Pro Add-ons and stable status add-ons
|
501
|
+
released by Vaadin are covered for the duration of the Subscription term.
|
502
|
+
|
503
|
+
6.9.2. The extended maintenance for Vaadin Service extends the coverage of the
|
504
|
+
Expert Chat Service (Section 6.4) and the Warranty Service (Section 6.6) thus
|
505
|
+
that the latest minor versions of Vaadin platform versions 10, 14, and 23+ are
|
506
|
+
covered for the duration of the Subscription term.
|
507
|
+
|
508
|
+
6.9.3. Any and all changes to the software covered by Extended Maintenance may
|
509
|
+
be published under commercial or non-commercial License and will be made
|
510
|
+
available exclusively to Customers that have subscribed to the extended
|
511
|
+
maintenance for Vaadin Service.
|
512
|
+
|
513
|
+
6.9.4. The scope of the extended maintenance for Vaadin Service is described in
|
514
|
+
more detail in the Order or other Agreement document.
|
515
|
+
|
516
|
+
6.10. Custom Builds
|
517
|
+
6.10.1 This Service allows Customer to request specific bugs fixes or features
|
518
|
+
to be backported to a non-supported version of Vaadin Framework or Vaadin
|
519
|
+
Platform and released as a Customer specific build under a commercial Runtime
|
520
|
+
License (Section 4.4) (“Custom Build”). Features will be backported under the
|
521
|
+
Expert on Demand Service (Section 6.5) and charged separately. Vaadin maintains
|
522
|
+
the Custom Build for the duration of the Subscription. The license to use the
|
523
|
+
Custom Build is valid for the duration of the Subscription and ends when the
|
524
|
+
Subscription terminates.
|
525
|
+
|
526
|
+
6.10.2. During the Support Hours, the resolution of a support request will be
|
527
|
+
started within two (2) business days. If Vaadin fails to start the resolution
|
528
|
+
as agreed, Customer will be compensated with one (1) free Expert on Demand hour
|
529
|
+
that is added to the time balance.
|
530
|
+
|
531
|
+
6.10.3. Vaadin will build a new version of the Custom Build on demand basis,
|
532
|
+
however, at most once a month.
|
533
|
+
|
534
|
+
7. Consulting
|
535
|
+
7.1. Delivery of Consulting
|
536
|
+
7.1.1 The Parties may agree upon the delivery of Consulting in an Order, SOW,
|
537
|
+
or other Agreement document. Unless otherwise agreed by the Parties, Consulting
|
538
|
+
is delivered by Vaadin to Customer on a time-and-material basis. The standard
|
539
|
+
working methods and practices of Vaadin shall be followed.
|
540
|
+
|
541
|
+
7.1.2. Vaadin warrants that the Consulting will be performed in the agreed
|
542
|
+
manner, with due care and with the professional skills required for the task.
|
543
|
+
This warranty shall be valid for thirty (30) days from performance of
|
544
|
+
Consulting. If during such time period, Customer reasonably determines that the
|
545
|
+
Consulting has not been performed in accordance with the aforesaid, Customer
|
546
|
+
shall promptly notify Vaadin. If Vaadin determines that the Consulting was
|
547
|
+
defective, then Vaadin will take prompt remedial action to re-perform any
|
548
|
+
Consulting that fails to meet the limited warranty at its own cost and expense
|
549
|
+
or refund to Customer the fees paid for the non-conforming Consulting. THE
|
550
|
+
FOREGOING STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND VAADIN’S ENTIRE
|
551
|
+
LIABILITY FOR ANY BREACH OF THE FOREGOING WARRANTY REGARDING CONSULTING.
|
552
|
+
|
553
|
+
7.1.3. If either Party finds that a delay will occur or is likely, the Party
|
554
|
+
shall without delay inform the other Party in writing of the delay and of the
|
555
|
+
effects of the delay on the delivery time schedule.
|
556
|
+
|
557
|
+
7.1.4. Unless otherwise agreed, any indicated delivery times of Vaadin are
|
558
|
+
approximate. Vaadin’s sole responsibility for delays is to use reasonable
|
559
|
+
commercial efforts to meet the specified time of delivery.
|
560
|
+
|
561
|
+
7.1.5. If a not-to-exceed hourly limit is specified in the Agreement, Vaadin is
|
562
|
+
not obligated to continue working and will stop working on the Consulting when
|
563
|
+
such limit is reached if Customer does not authorize the continuation of the
|
564
|
+
Consulting at their expense.
|
565
|
+
|
566
|
+
7.2. Qualification and Replacement of Personnel
|
567
|
+
7.2.1. Customer shall have a right to review and approve the qualifications of
|
568
|
+
any Vaadin personnel assigned to perform the Consulting described in an Order
|
569
|
+
or a SOW, and Customer may require Vaadin to remove and/or replace any of such
|
570
|
+
personnel at any point of time. If Customer has selected named personnel to
|
571
|
+
perform the Consulting, such personnel shall be named in an Order or a SOW.
|
572
|
+
|
573
|
+
7.3. Non-solicitation
|
574
|
+
7.3.1. During the Term of an Agreement concerning Consulting and for a period
|
575
|
+
of one (1) year after termination of the Agreement concerning Consulting, both
|
576
|
+
Parties hereby agree that they shall not, directly or indirectly, solicit,
|
577
|
+
discuss employment or consultancy with, or hire any employee or consultant of
|
578
|
+
the other Party, including all affiliates, related and group companies and
|
579
|
+
subcontractors. If either Party breaches this Section, the breaching Party
|
580
|
+
shall, on demand, pay to the other Party 200 000 euros according to the payment
|
581
|
+
terms set forth in this Agreement. This amount represents an agreement between
|
582
|
+
the Parties approximating the significant damage likely to result from breach
|
583
|
+
of this Section and is not to be interpreted as a penalty or punishment
|
584
|
+
therefor.
|
585
|
+
|
586
|
+
7.4. Sponsored Development
|
587
|
+
The Parties may agree upon the delivery of Sponsored Development in an
|
588
|
+
Agreement. This Service is provided as Consulting in accordance with this
|
589
|
+
Section 7. Intellectual Property Rights to Sponsored Development results are
|
590
|
+
regulated by Section 11 below.
|
591
|
+
|
592
|
+
7.5. Change Control
|
593
|
+
7.5.1. All changes to any SOW incorporated into the Agreement, including
|
594
|
+
changes to the specifications and contents of the delivery and the possible
|
595
|
+
effects of the changes to the time schedule, as well as any changes to the
|
596
|
+
price and other terms and conditions of the SOW and of the Agreement shall be
|
597
|
+
agreed in writing to be valid.
|
598
|
+
|
599
|
+
8. Modifying Subscription or Service
|
600
|
+
8.1. Vaadin may change its Subscriptions and/or Services by adding, modifying
|
601
|
+
or removing any features or functionalities. Vaadin may also stop providing
|
602
|
+
parts of, or the whole of, the Subscription or a Service. Vaadin may also
|
603
|
+
create new operating guidelines or limitations to the Subscription or a
|
604
|
+
Service. Vaadin will notify Customer of significant changes in advance. If the
|
605
|
+
change significantly diminishes or impairs the Subscription or Service,
|
606
|
+
Customer may terminate the Subscription or Service and any pre-paid fees will
|
607
|
+
be refunded in proportion to non-rendered Services or for the remaining
|
608
|
+
Subscription term. Vaadin, however, endeavors not to apply such changes that
|
609
|
+
significantly diminishes or impairs the Service for Customer during the ongoing
|
610
|
+
Subscription term or the ongoing term of a SOW.
|
611
|
+
|
612
|
+
9. General Responsibilities of Customer
|
613
|
+
9.1. Customer shall pay the applicable Subscription and Service fees in a
|
614
|
+
timely manner.
|
615
|
+
|
616
|
+
9.2. Customer shall provide Vaadin free of charge with all permissions,
|
617
|
+
instructions, information, documentation, access rights, resources and
|
618
|
+
assistance that are reasonably necessary for Vaadin to deliver the
|
619
|
+
Subscriptions and Services. Customer will adhere to the agreed processes and
|
620
|
+
ways of working (e.g., online tools and communication systems) as applicable.
|
621
|
+
Customer maintains for its part and at its own cost the data communication
|
622
|
+
connections, equipment, ICT environment and software necessary for the use of
|
623
|
+
Subscriptions and Services, as reasonably informed by Vaadin from time to time.
|
624
|
+
|
625
|
+
9.3. Customer is responsible for the correctness, completeness, suitability and
|
626
|
+
non-infringement of any material and information provided and instructions
|
627
|
+
issued to Vaadin as well as for the compliance thereof with the laws,
|
628
|
+
regulations and orders of the authorities. Customer shall ensure that the
|
629
|
+
information and material and agreed use of the Services, Licensed Software,
|
630
|
+
Vaadin Commercial Materials or Vaadin Non-Commercial Materials do not violate
|
631
|
+
any export control restrictions or international trade sanctions. Customer
|
632
|
+
shall ensure that such Services and Materials are used in accordance with
|
633
|
+
applicable law and under relevant consents.
|
634
|
+
|
635
|
+
10. Fees, Invoicing and Payment Terms
|
636
|
+
10.1. Subscriptions
|
637
|
+
10.1.1. The applicable Subscription fee is detailed in the Order or other
|
638
|
+
Agreement document.
|
639
|
+
|
640
|
+
10.1.2. The agreed Subscription fee shall apply for the agreed Subscription
|
641
|
+
term. Vaadin shall be entitled to adjust the Subscription fee at any time. The
|
642
|
+
adjusted new Subscription fee shall apply with respect to Customer from the
|
643
|
+
beginning of the next Subscription term, provided that the Subscription is
|
644
|
+
renewed.
|
645
|
+
|
646
|
+
10.1.3. As regards Developer Licenses, the Subscription fee is tied to the
|
647
|
+
number of Developers and possible other metrics set out in the Order or other
|
648
|
+
Agreement document. As regards Runtime Licenses, the Subscription fee is tied
|
649
|
+
to the Authorized Application and possible other metrics set out in the Order
|
650
|
+
or other Agreement document. As regards Trial Licenses, no Subscription fee is
|
651
|
+
charged.
|
652
|
+
|
653
|
+
10.2. Consulting
|
654
|
+
10.2.1. The applicable prices and hourly rates are detailed in the Agreement
|
655
|
+
and/or its appendices. If a price for a Service has not been agreed, the price
|
656
|
+
in Vaadin’s price list effective on the order date shall apply.
|
657
|
+
|
658
|
+
10.2.2. Vaadin shall be entitled to adjust its prices with thirty (30) days’
|
659
|
+
notice to Customer.
|
660
|
+
|
661
|
+
10.2.3. Vaadin shall, if pre-approved by Customer, be entitled to charge for
|
662
|
+
customary and reasonable travel and accommodation costs as well as other travel
|
663
|
+
costs relating to Services. Traveling time shall be charged as 50% of the
|
664
|
+
agreed hourly rates.
|
665
|
+
|
666
|
+
10.2.5. In case Customer requests that Vaadin personnel performs Consulting
|
667
|
+
more than eight (8) hours per day, and Vaadin agrees to such request, Vaadin
|
668
|
+
shall be entitled to charge a 50% surplus for each hour exceeding such eight
|
669
|
+
(8) hour limit. If no hourly rate is agreed in the Agreement, Vaadin’s price
|
670
|
+
list effective on the order date shall apply.
|
671
|
+
|
672
|
+
10.3. Invoicing and payment terms
|
673
|
+
10.3.1. Vaadin invoices Subscriptions in advance upon order or thirty (30) days
|
674
|
+
before renewal. Time-and-material based Services are invoiced for monthly in
|
675
|
+
arrears.
|
676
|
+
|
677
|
+
10.3.2. Value added tax, sales tax and any other similar taxes, charges and
|
678
|
+
withholdings are added to the fees in accordance with the then current
|
679
|
+
regulations.
|
680
|
+
|
681
|
+
10.3.3. Payment terms are ten (10) days net of the date of an invoice. Vaadin
|
682
|
+
reserves the right to charge interest on any unpaid balances, at the rate of
|
683
|
+
two percent (2%) per month.
|
684
|
+
|
685
|
+
11. Intellectual Property Rights
|
686
|
+
11.1. Vaadin Materials
|
687
|
+
11.1.1. All Intellectual Property Rights, title and any other rights in and to
|
688
|
+
Vaadin Materials are and shall at all times remain the sole and exclusive
|
689
|
+
property of Vaadin and its third-party licensors, if any. Such Vaadin Materials
|
690
|
+
include, e.g., Licensed Software, Vaadin Commercial Materials, Vaadin
|
691
|
+
Non-Commercial Materials, and Vaadin’s Pre-Existing Materials.
|
692
|
+
|
693
|
+
11.1.2. Customer’s right to use Licensed Software, other Vaadin Commercial
|
694
|
+
Materials, and/or Vaadin Non-Commercial Materials is subject to Customer
|
695
|
+
separately obtaining a license to such Materials and Customer complying with
|
696
|
+
such license terms and conditions. Customer may use Vaadin’s Materials only for
|
697
|
+
the purpose set out in the Agreement.
|
698
|
+
|
699
|
+
11.1.3. Customer will not at any time do or cause to be done any such act or
|
700
|
+
thing which in any way impairs, or intends to impair, any right, title,
|
701
|
+
interest or any Intellectual Property Right of Vaadin or its third-party
|
702
|
+
licensors. Customer shall not in any manner represent that it has any ownership
|
703
|
+
of any kind in any of the above-mentioned Intellectual Property Rights.
|
704
|
+
|
705
|
+
11.1.4. Customer’s License to Use Licensed Software is set out under Section 4
|
706
|
+
above. Section 6 contains license terms relating to certain tools, features and
|
707
|
+
other Services from Vaadin.
|
708
|
+
|
709
|
+
11.2. Customer Work Products
|
710
|
+
11.2.1. Unless otherwise agreed between the parties with respect to Vaadin’s
|
711
|
+
Pre-Existing Materials, Vaadin grants to Customer a perpetual, worldwide,
|
712
|
+
non-exclusive, royalty-free, irrevocable, transferable license to use, make,
|
713
|
+
reproduce, prepare derivative works of, publicly display and perform, transmit,
|
714
|
+
sell, offer to sell, and distribute Vaadin’s Pre-Existing Materials or any
|
715
|
+
derivative works of Vaadin’s Pre-Existing Materials that are used in the
|
716
|
+
creation of agreed Customer Work Products as part of Consulting and are an
|
717
|
+
inseparable part of the Customer Work Products. This license is limited to
|
718
|
+
Vaadin’s Pre-Existing Materials only, as described above, and does not grant
|
719
|
+
any rights to any Licensed Software, other Vaadin Commercial Materials, or
|
720
|
+
Vaadin Non-Commercial Materials.
|
721
|
+
|
722
|
+
11.3. Customer Materials
|
723
|
+
11.3.1. Customer exclusively owns and retains all title, Intellectual Property
|
724
|
+
Rights, and any other rights in and to Customer’s Pre-Existing Materials.
|
725
|
+
Vaadin has the right to use Customer’s Pre-Existing Materials only for the
|
726
|
+
purposes of the Agreement.
|
727
|
+
|
728
|
+
11.3.2. Customer exclusively owns and retains all rights to the Customer Work
|
729
|
+
Products. Vaadin has the right to use the Customer Work Products only for the
|
730
|
+
purposes of the Agreement. For the avoidance of doubt, the Customer Work
|
731
|
+
Products never includes Licensed Software, other Vaadin Commercial Materials,
|
732
|
+
or Vaadin Non-Commercial Materials.
|
733
|
+
|
734
|
+
11.4. Sponsored Development Results
|
735
|
+
11.4.1. Vaadin exclusively owns and retains all title, Intellectual Property
|
736
|
+
Rights and any other rights in and to any results from Sponsored Development
|
737
|
+
(“Sponsored Development Results”). Vaadin grants to Customer a perpetual,
|
738
|
+
worldwide, non-exclusive, royalty-free, irrevocable, transferable license to
|
739
|
+
use, make, reproduce, prepare derivative works of, publicly display and
|
740
|
+
perform, transmit, sell, offer to sell, and distribute Sponsored Development
|
741
|
+
Results or any derivative works of Sponsored Development Results.
|
742
|
+
|
743
|
+
11.5. Contributions to Vaadin Materials
|
744
|
+
11.5.1. Customer irrevocably and perpetually assigns to Vaadin all of
|
745
|
+
Customer’s right, title and interest in and to any contribution related to
|
746
|
+
Licensed Software, other Vaadin Commercial Materials, Vaadin Non-Commercial
|
747
|
+
Materials, or Vaadin’s Pre-Existing Rights, including without limitation
|
748
|
+
software artefacts, modifications, bug fixes, bug reports, performance reports,
|
749
|
+
documentation changes and other enhancements created during the performance of
|
750
|
+
the Agreement, including without limitation all proprietary rights and
|
751
|
+
Intellectual Property Rights recognized anywhere in the world, now or in the
|
752
|
+
future, associated with Customer’s contribution related to said Vaadin
|
753
|
+
Materials. Customer represents and warrants that it has the legal right to
|
754
|
+
grant these rights to Vaadin.
|
755
|
+
|
756
|
+
11.5.2. The Parties may on a case-by-case basis and in advance agree separately
|
757
|
+
on more significant Customer contributions to Vaadin Materials.
|
758
|
+
|
759
|
+
11.6. Content in Expert on Demand and Expert Chat
|
760
|
+
11.6.1. As regards content submitted to the expert on demand or expert chat
|
761
|
+
Services, Customer grants Vaadin a worldwide, fully paid-up limited license to
|
762
|
+
use and utilize such content for the purposes of improving and operating
|
763
|
+
Vaadin’s Services. This license continues even if the Subscription ends and
|
764
|
+
Customer stops using Vaadin’s Services. Customer represents and warrants that
|
765
|
+
it has the legal right to grant these rights to Vaadin.
|
766
|
+
|
767
|
+
11.6.2. Vaadin grants Customer a worldwide, royalty-free, irrevocable,
|
768
|
+
non-exclusive license to duplicate, modify, distribute, sell, re-license and
|
769
|
+
reuse the answers and advice to the requests that Customer has sent to the
|
770
|
+
expert on demand or expert chat Services. This license does not give Customer
|
771
|
+
any rights to any Intellectual Property Rights that are not created as part of
|
772
|
+
the service request resolution process, including without limitation Licensed
|
773
|
+
Software, other Vaadin Commercial Materials, Vaadin Non-Commercial Materials,
|
774
|
+
Vaadin’s Pre-Existing Materials, or other software, products or documentation.
|
775
|
+
|
776
|
+
11.7. Third-Party Components
|
777
|
+
11.7.1. All Intellectual Property Rights to third-party components are owned by
|
778
|
+
third parties and exclusively governed by the terms issued by the respective
|
779
|
+
third-party vendors. To the extent the use of third-party components has not
|
780
|
+
been agreed upon in the Agreement, Vaadin will ask for Customer’s written
|
781
|
+
permission for using any third-party components in connection with providing
|
782
|
+
the Services. Customer agrees to procure all such licenses for third-party
|
783
|
+
components necessary for the provision of the Services.
|
784
|
+
|
785
|
+
11.8. Vaadin Trademarks
|
786
|
+
11.8.1. “Vaadin”, “}>”, “Fight for Simplicity” and “Thinking of U and I” are
|
787
|
+
registered trademarks of Vaadin Ltd and may not be used without permission from
|
788
|
+
Vaadin.
|
789
|
+
|
790
|
+
11.9. Suspected Violations of Intellectual Property Rights
|
791
|
+
11.9.1. Customer is encouraged to notify Vaadin if it suspects that somebody is
|
792
|
+
violating Vaadin’s Intellectual Property Rights, by email to privacy@vaadin.com
|
793
|
+
or by filling Vaadin’s online contact form.
|
794
|
+
|
795
|
+
12. Customer Data
|
796
|
+
12.1. Customer acknowledges that it is solely responsible for protecting and
|
797
|
+
preserving any and all information and data present on its computer systems or
|
798
|
+
which may be otherwise affected by the performance of the Licensed Software
|
799
|
+
and/or Services. Vaadin shall not be responsible for the loss of or damage to
|
800
|
+
any such information, including where such loss or damage results from failure
|
801
|
+
of Customer to properly back-up its data prior to the performance of the
|
802
|
+
Licensed Software and/or Services. Customer shall be responsible for taking
|
803
|
+
back-up copies of its data and data files and for verifying the functionality
|
804
|
+
of such back-up copies.
|
805
|
+
|
806
|
+
13. Processing of Personal Data
|
807
|
+
13.1. The Privacy Policy describes in detail how Vaadin as a controller
|
808
|
+
processes personal data on its customers and community members.
|
809
|
+
|
810
|
+
13.2. If Vaadin processes personal data on behalf of Customer, the Parties
|
811
|
+
shall enter into a separate data processing agreement.
|
812
|
+
|
813
|
+
14. Confidentiality
|
814
|
+
14.1. Both Vaadin and Customer agree that the Agreement and all information and
|
815
|
+
Materials related to the Agreement constitutes “Confidential Information”.
|
816
|
+
Confidential Information further includes information either marked as
|
817
|
+
confidential or information reasonably known or understood by the receiving
|
818
|
+
Party as being treated by the disclosing party as confidential. Confidential
|
819
|
+
Information shall not include information: (i) that is now or becomes generally
|
820
|
+
available to the public through no fault or breach of the receiving Party; (ii)
|
821
|
+
that the receiving Party can document was already known to it prior to
|
822
|
+
disclosure by the disclosing Party; (iii) that is independently developed by
|
823
|
+
the receiving Party without the use of any of the other Party’s Confidential
|
824
|
+
Information; and (iv) that the receiving Party rightfully obtains from a third
|
825
|
+
party who has the right to transfer or disclose it.
|
826
|
+
|
827
|
+
14.2. Each Party agrees to keep the other Party’s Confidential Information
|
828
|
+
confidential, not to use such information except as authorized by the
|
829
|
+
disclosing Party, and to accord to such information the same safeguards and
|
830
|
+
protections which it accords to its own confidential business or technical
|
831
|
+
information. If the receiving Party is subpoenaed or ordered by any court or
|
832
|
+
governmental agency to disclose the other Party's Confidential Information, it
|
833
|
+
will provide prompt written notice to the other Party so as to allow such Party
|
834
|
+
to seek a protective order or confidential treatment for such information.
|
835
|
+
|
836
|
+
14.3. Both Parties may disclose Confidential Information to their personnel
|
837
|
+
that have a need to know such Confidential Information for performing the
|
838
|
+
duties required by the Agreement with the provision that such personnel is
|
839
|
+
bound by confidentiality obligations corresponding to those included in this
|
840
|
+
Section 14.
|
841
|
+
|
842
|
+
15. Use of Name
|
843
|
+
15.1. Vaadin may use Customer’s name and logo in its marketing collateral,
|
844
|
+
websites, and promotional materials to identify Customer as a customer of
|
845
|
+
Vaadin.
|
846
|
+
|
847
|
+
16. Subcontractors
|
848
|
+
16.1. Vaadin may subcontract the delivery of its Subscriptions and Services
|
849
|
+
wholly or partially, however, such subcontractors must agree to be bound by
|
850
|
+
confidentiality provisions corresponding to those set out in the Agreement.
|
851
|
+
Vaadin may use resources from any parent, affiliated or related companies to
|
852
|
+
perform its Subscriptions and Services.
|
853
|
+
|
854
|
+
17. Employees
|
855
|
+
17.1. Vaadin is responsible for all Vaadin personnel and for the payment of
|
856
|
+
their compensation, including, if applicable, withholding of income taxes and
|
857
|
+
the payment and withholding of social security and other payroll taxes,
|
858
|
+
unemployment insurance, workers’ compensation insurance payments and disability
|
859
|
+
benefits.
|
860
|
+
|
861
|
+
18. Competition
|
862
|
+
18.1. Customer acknowledges and agrees that Vaadin may, without limitation,
|
863
|
+
grant licenses and provide Subscriptions and Services to other persons, firms,
|
864
|
+
corporations, or other entities, including entities that compete with Customer,
|
865
|
+
on any terms Vaadin deems appropriate.
|
866
|
+
|
867
|
+
19. Auditing rights
|
868
|
+
19.1. Vaadin shall have a right to inspect and audit Customer’s compliance with
|
869
|
+
the Agreement. Before using its audit right, Vaadin may first ask Customer to
|
870
|
+
address its compliance with the Agreement by correspondence, reports, and other
|
871
|
+
documents. If Vaadin finds such documentation insufficient, Vaadin shall be
|
872
|
+
entitled to carry out an audit during regular business hours of Customer. Such
|
873
|
+
audit may be carried out no more than once per year unless a follow-up audit is
|
874
|
+
required due to revealed violations of the Agreement. If an audit reveals
|
875
|
+
violations of the Agreement or an underpayment by Customer, Customer shall
|
876
|
+
without delay pay the amount underpaid and/or correct the error/shortage and in
|
877
|
+
addition compensate Vaadin for all reasonable costs associated with such an
|
878
|
+
audit.
|
879
|
+
|
880
|
+
20. Term and Termination
|
881
|
+
20.1. Subscriptions
|
882
|
+
20.1.1. A Subscription is purchased for a Subscription term chosen at the time
|
883
|
+
of purchase.
|
884
|
+
|
885
|
+
20.1.2. Customer's right of use starts at the beginning of the Subscription
|
886
|
+
term and remains in force until the end of the Subscription term. The start
|
887
|
+
date of the Subscription term may be set out in the Order or other Agreement
|
888
|
+
document. If no Subscription start date is specified, the start date shall be
|
889
|
+
the date when Vaadin provides Customer with access to subscribed product or
|
890
|
+
service.
|
891
|
+
|
892
|
+
20.1.3. At the end of the Subscription term, the Subscription is automatically
|
893
|
+
renewed for the period length corresponding to the length of the original
|
894
|
+
Subscription term. Customer will be charged with the same payment method as
|
895
|
+
with the most recent Subscription. Customer can terminate any Subscription
|
896
|
+
within the vaadin.com service or by contacting Customer’s contact person at
|
897
|
+
Vaadin at any time. If a right of use is given without a fee, such right of use
|
898
|
+
is valid for the time defined by Vaadin.
|
899
|
+
|
900
|
+
20.1.4. Details regarding Subscriptions for Licensed Software
|
901
|
+
20.1.5 Upon expiration or termination of a License (in connection with the
|
902
|
+
expiration of a Subscription term or a premature termination of the Agreement),
|
903
|
+
Customer’s and its Authorized Users’ right to Use Licensed Software shall end.
|
904
|
+
Except as set out in Section 20.1.6 below, Customer shall promptly cease use of
|
905
|
+
the Licensed Software and destroy all copies of the Licensed Software in its
|
906
|
+
possession.
|
907
|
+
|
908
|
+
20.1.6. With respect to Developer Licenses, Customer may also after the
|
909
|
+
Subscription term continue permitted redistribution of the Licensed Software as
|
910
|
+
part of Customer’s Project Result, providing that the Licensed Software is not
|
911
|
+
further developed or modified or used as a component or framework in a software
|
912
|
+
development project or used in another way that would require a valid Developer
|
913
|
+
License. In case the Agreement is terminated due to Customer’s breach of the
|
914
|
+
Agreement, Vaadin shall, however, be entitled to terminate Customer’s possible
|
915
|
+
right of redistribution. Any licenses Customer has granted to the Project
|
916
|
+
Result in accordance with the terms and conditions of these Commercial Terms
|
917
|
+
will, however, survive termination of the Agreement.
|
918
|
+
|
919
|
+
20.1.7. With respect to Runtime Licenses, Customer’s and its sub-licensees’
|
920
|
+
(i.e., possible permitted customers of Customer’s Authorized Application(s))
|
921
|
+
right to Use Licensed Software ends on the day that the Subscription expires or
|
922
|
+
is terminated.
|
923
|
+
|
924
|
+
20.2. Consulting
|
925
|
+
20.2.1. An Agreement on Consulting shall commence as of the Effective Date and
|
926
|
+
remain in effect until further notice or for any fixed term agreed by the
|
927
|
+
Parties (“Consulting Term”). During the Consulting Term, each SOW shall remain
|
928
|
+
in effect until the Services have been delivered to Customer or as otherwise
|
929
|
+
agreed by the Parties in the SOW. The termination of a SOW shall not cause the
|
930
|
+
termination of any other SOW.
|
931
|
+
|
932
|
+
20.2.2. Either Party may terminate any SOW during the Consulting Term for any
|
933
|
+
reason or no reason by giving thirty (30) days’ written notice to the other
|
934
|
+
Party.
|
935
|
+
|
936
|
+
20.3. General provisions
|
937
|
+
20.3.1. Vaadin may stop providing its Subscriptions or Services, or terminate
|
938
|
+
the Agreement upon written notice of termination to Customer, if Customer has
|
939
|
+
not paid a due and correct payment despite a written reminder, or Customer
|
940
|
+
otherwise breaches any obligation under the Agreement, becomes insolvent or
|
941
|
+
ceases doing business in the ordinary course. Vaadin may also stop providing
|
942
|
+
Subscriptions or Services to Customer if Vaadin is investigating suspected
|
943
|
+
misuse. If Customer’s breach is capable of being remedied, the Agreement may be
|
944
|
+
terminated only if Customer has not rectified its breach within seven (7) days
|
945
|
+
from the written notice of Vaadin.
|
946
|
+
|
947
|
+
20.3.2. If Customer terminates the Agreement, no pre-paid Subscription or
|
948
|
+
Service fees will be returned. If Vaadin terminates the Agreement prematurely,
|
949
|
+
excluding termination due to Customer’s breach of any obligations under the
|
950
|
+
Agreement, pre-paid Service fees will be refunded in proportion to non-rendered
|
951
|
+
Services. All accrued Service fees shall be invoiced and paid upon termination
|
952
|
+
of the Agreement within 45 days.
|
953
|
+
|
954
|
+
21. Survival
|
955
|
+
21.1. Any sections of the Agreement containing provisions on Intellectual
|
956
|
+
Property Rights, licensing restrictions, confidentiality, use of name,
|
957
|
+
non-solicitation, warranties and warranty disclaimers, limitations of
|
958
|
+
liability, audits rights, governing law and jurisdiction, and any term of the
|
959
|
+
Agreement which, by its nature, is intended to survive termination or
|
960
|
+
expiration, will remain in effect following any termination or expiration if
|
961
|
+
the Agreement, as will Customer’s obligation to pay any fees accrued and owing
|
962
|
+
to Vaadin as of termination or expiration.
|
963
|
+
|
964
|
+
22. Warranties
|
965
|
+
22.1. LICENSED SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND
|
966
|
+
EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
|
967
|
+
EXCEPT AS EXPRESSLY PROVIDED IN THESE COMMERCIAL TERMS, NEITHER PARTY MAKES ANY
|
968
|
+
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED
|
969
|
+
WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR
|
970
|
+
PURPOSE, ANY IMPLIED WARRANTY THAT ANY SOFTWARE, PRODUCT OR SERVICE WILL MEET
|
971
|
+
ALL NEEDS AND EXPECTATIONS, BE ERROR-FREE, OR BE OF CERTAIN CONDITION, QUALITY
|
972
|
+
OR DURABILITY, OR FUNCTION OR PERFORM IN A CERTAIN WAY. ALL SUCH WARRANTIES,
|
973
|
+
CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.
|
974
|
+
23. Limitation of Liability
|
975
|
+
23.1. VAADIN AND ITS AFFILIATES AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY
|
976
|
+
INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT
|
977
|
+
NOT LIMITED TO BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF PROFITS, LOSS OF
|
978
|
+
REVENUES, LOSS OF BUSINESS OPPORTUNITIES AND LOSS OF GOODWILL, OR FOR DAMAGES
|
979
|
+
CAUSED TO THIRD PARTIES OR BY THE PURCHASE OF REPLACEMENT PRODUCTS OR SERVICES,
|
980
|
+
HOWSOEVER CAUSED, EVEN IF THEY HAVE BEEN ADVISED OF OR SHOULD HAVE FORESEEN
|
981
|
+
SUCH DAMAGES.
|
982
|
+
|
983
|
+
23.2. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF
|
984
|
+
A PARTY TOWARDS THE OTHER PARTY IN RELATION TO THE AGREEMENT IS LIMITED TO A
|
985
|
+
MAXIMUM OF 50 % OF THE PRICE PAYABLE FOR THE AGREED SUBSCRIPTION, PRODUCT OR
|
986
|
+
SERVICE DIRECTLY RELATED TO THE CAUSE OF ACTION ASSERTED UNDER THE RELEVANT
|
987
|
+
AGREEMENT. IN CASE OF SUBSCRIPTIONS, THE AFOREMENTIONED 50 % LIMIT IS
|
988
|
+
CALCULATED BASED ON THE SUBSRPTION FEE FOR THE MOST RECENT SUBSCRIPTION TERM.
|
989
|
+
IN CASE OF CONSULTING CARRIED OUT OUTSIDE A SUBSCRIPTION, THE AFOREMENTIONED
|
990
|
+
50 % LIMIT IS CALCULATED BASED ON THE TOTAL VALUE OF THE CONSULTING UNDER THE
|
991
|
+
RELEVANT SOW.
|
992
|
+
|
993
|
+
23.3. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE CAUSE OF
|
994
|
+
ACTION OR LEGAL THEORY PLED OR ASSERTED, INCLUDING NEGLIGENCE, TORT, BREACH OF
|
995
|
+
CONTRACT AND WARRANTY.
|
996
|
+
|
997
|
+
24. Statute of Limitation
|
998
|
+
24.1. The Parties agree that any action in relation to an alleged breach of the
|
999
|
+
Agreement shall be commenced within one (1) year of the date of the breach,
|
1000
|
+
without regard to the date the breach is discovered. Any action not brought
|
1001
|
+
within that one (1) year time period shall be barred, without regard to any
|
1002
|
+
other limitations period set forth by law or statute.
|
1003
|
+
|
1004
|
+
25. Complaints
|
1005
|
+
25.1. If at any time a Customer User would like to discuss with Vaadin how the
|
1006
|
+
Subscriptions or Services can be improved or if a Customer User has a complaint
|
1007
|
+
about the Subscriptions or Services, such Customer User is invited to contact
|
1008
|
+
the Vaadin contact person identified in the Agreement. Vaadin will investigate
|
1009
|
+
any complaints promptly and do what it can to resolve the difficulties.
|
1010
|
+
|
1011
|
+
26. Governing Law and Jurisdiction
|
1012
|
+
26.1. For customers domiciled in the United States
|
1013
|
+
26.1.1. If Customer’s domicile is in the United States, the Agreement shall be
|
1014
|
+
governed by and construed in accordance with the substantive laws of the State
|
1015
|
+
of California. The Agreement shall be construed and enforced without regard to
|
1016
|
+
the United Nations Convention on the International Sale of Goods (CISG). Any
|
1017
|
+
dispute or controversy or claim arising out of or relating to the Agreement, or
|
1018
|
+
the breach, termination or validity thereof, shall be resolved by final and
|
1019
|
+
binding arbitration in accordance with the International Chamber of Commerce
|
1020
|
+
Rules of Arbitration, by one (1) arbitrator appointed according to the
|
1021
|
+
aforementioned rules. The arbitration shall be conducted in the English
|
1022
|
+
language in San Francisco, California, United States.
|
1023
|
+
|
1024
|
+
26.2. For customers domiciled outside the United States
|
1025
|
+
26.2.1. If Customer’s domicile is outside the United States, the Agreement
|
1026
|
+
shall be governed by and construed in accordance with the substantive laws of
|
1027
|
+
Finland, excluding its choice of law provisions and the United Nations
|
1028
|
+
Convention on Contracts for the International Sale of Goods (CISG). Any
|
1029
|
+
dispute, controversy or claim arising out of or relating to the Agreement, or
|
1030
|
+
the breach, termination or validity thereof, shall be finally settled by
|
1031
|
+
arbitration in accordance with the Arbitration Rules of the Finland Chamber of
|
1032
|
+
Commerce. The number of arbitrators shall be one. The seat of arbitration shall
|
1033
|
+
be Turku, Finland. The language of the arbitration shall be English.
|
1034
|
+
|
1035
|
+
26.3. Waiver of Jury Trial
|
1036
|
+
26.3.1. UNLESS OTHERWISE EXPRESSLY STATED IN THE AGREEMENT OR ANY SOW
|
1037
|
+
INCORPORATED IN THE AGREEMENT, THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL IN
|
1038
|
+
ANY PROCEEDING ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE SUBSCRIPTIONS,
|
1039
|
+
PRODUCTS AND SERVICES PROVIDED HEREUNDER.
|
1040
|
+
|
1041
|
+
27. Miscellaneous
|
1042
|
+
27.1. Force Majeure
|
1043
|
+
27.1.1. Except for the obligation to pay sums due hereunder, neither Party
|
1044
|
+
shall be responsible for defaults, delays or failures in performance of the
|
1045
|
+
Agreement (including, without limitation, war or insurrection, earthquake,
|
1046
|
+
flood or other similar natural catastrophe, pandemics, interruptions in general
|
1047
|
+
traffic, data communication or supply of electricity, technical malfunctions,
|
1048
|
+
denial-of-service attacks, computer errors, corruption or loss of information,
|
1049
|
+
import or export embargo, strike, lockout, boycott or other similar industrial
|
1050
|
+
action) resulting from acts, events, circumstances or causes beyond its
|
1051
|
+
control, including also a force majeure encountered by a subcontractor of a
|
1052
|
+
Party.
|
1053
|
+
|
1054
|
+
27.2. Entire Agreement and Order of Precedence
|
1055
|
+
27.2.1. The Agreement, including within limitation the Order or SOW, these
|
1056
|
+
Commercial Terms and any other appendices, comprise the entire agreement
|
1057
|
+
between Customer and Vaadin and supersedes all prior or contemporaneous
|
1058
|
+
negotiations, discussions or agreements, whether written or oral, between the
|
1059
|
+
parties regarding the subject matter of the Agreement.
|
1060
|
+
|
1061
|
+
27.2.2. In case of discrepancies between the documents constituting part of the
|
1062
|
+
Agreement, the following order of precedence shall apply: (i) the Order, SOW or
|
1063
|
+
other mutually signed Agreement document, (ii) these Commercial Terms, (iii)
|
1064
|
+
other appendices of the Agreement (the appendices are applied as mutually
|
1065
|
+
supplementary).
|
1066
|
+
|
1067
|
+
27.3. Notices
|
1068
|
+
27.3.1. Notices and communications shall be in writing and deemed served when
|
1069
|
+
received by hand delivery, certified mail (return receipt requested), by
|
1070
|
+
recognized overnight courier or by e-mail that is replied to by a contact
|
1071
|
+
person of the other Party.
|
1072
|
+
|
1073
|
+
27.4. No Waiver
|
1074
|
+
27.4.1. The failure of a Party to exercise any right or privilege arising out
|
1075
|
+
of the Agreement shall not preclude it from requiring that the other Party
|
1076
|
+
fully performs its obligations and shall not preclude the Party from exercising
|
1077
|
+
such a right or privilege at any time.
|
1078
|
+
|
1079
|
+
27.5. Headings
|
1080
|
+
27.5.1. The headings in these Commercial Terms are for the convenience of the
|
1081
|
+
Parties only and are not intended to define or limit the scope or
|
1082
|
+
interpretation of the Commercial Terms or any provision hereof.
|
1083
|
+
|
1084
|
+
27.6. Severability
|
1085
|
+
27.6.1. If any provision of the Agreement shall be held invalid, illegal or
|
1086
|
+
unenforceable, the remaining provisions shall not be affected or impaired.
|
1087
|
+
|
1088
|
+
27.7. Export Control
|
1089
|
+
27.7.1. The Licensed Software may be subject to import and export controls in
|
1090
|
+
other countries. Customer agrees to strictly comply with all applicable import
|
1091
|
+
and export regulations and acknowledge that Customer has the responsibility to
|
1092
|
+
obtain licenses to export, re-export, transfer or import Licensed Software.
|
1093
|
+
|
1094
|
+
27.8. Assignment
|
1095
|
+
27.8.1. Neither Party shall have the right to assign the Agreement to a third
|
1096
|
+
party without the prior written consent of the other Party. However, Vaadin
|
1097
|
+
shall have the right to assign the Agreement and the rights and obligations
|
1098
|
+
contained therein to a company belonging to the same group of companies as
|
1099
|
+
Vaadin, and to a third party to which the business of Vaadin is transferred.
|
1100
|
+
Furthermore, Vaadin may assign its rights to amounts payable to it under the
|
1101
|
+
Agreement.
|
1102
|
+
|
1103
|
+
27.9. Language
|
1104
|
+
27.9.1. The official text of the Agreement, any notices given, or accounts or
|
1105
|
+
statements required hereby shall be in English.
|
1106
|
+
|
1107
|
+
27.10. Changes to these Commercial Terms
|
1108
|
+
Vaadin may change these Commercial Terms at any time, upon thirty (30) days
|
1109
|
+
prior written notice. The changed Commercial Terms shall apply to any new
|
1110
|
+
Orders and Agreements entered into after the effective date of the change. As
|
1111
|
+
regards Subscriptions, the changed Commercial Terms shall apply from the
|
1112
|
+
beginning of a renewed Subscription term, provided that Vaadin has notified
|
1113
|
+
Customer of the changed Commercial Terms no less than thirty (30) days prior to
|
1114
|
+
the renewal of the Subscription. If Customer does not agree to the amendment,
|
1115
|
+
it may terminate the affected Agreement by providing written notice to Vaadin
|
1116
|
+
prior to the effective date of the change (unless Vaadin decides to cancel the
|
1117
|
+
respective amendment before such effective date, in which case no termination
|
1118
|
+
right exists). Otherwise, the Agreement may be modified only by an express
|
1119
|
+
written agreement executed by authorized representatives of each Party.
|