@vaadin/icons 22.0.21 → 22.1.0-alpha1

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+ customer of Customer accessing such Project Result that: (a) protects Vaadin’s
282
+ interests consistent with the terms contained in these Commercial Terms, (b)
283
+ prohibits Vaadin’s customer or other end user from any further distribution of
284
+ the Licensed Software, (c) includes a limitation of damages clause that, to the
285
+ maximum extent permitted by applicable law, disclaims on behalf of Vaadin or
286
+ its respective Vaadins, suppliers or resellers, liability for any and all
287
+ damages, whether direct, special, incidental or consequential damages, (d)
288
+ contains terms substantially similar to those in these Commercial Terms.
289
+ Furthermore, Customer must include a valid copyright message in the Project
290
+ Result in a location viewable by its end users that will serve to protect
291
+ Vaadin’s copyright and other Intellectual Property Rights in the Licensed
292
+ Software.
293
+
294
+ 4.4. Runtime License
295
+ 4.4.1. This Section 4.4 contains the terms and conditions of Vaadin’s runtime
296
+ License (“Runtime License”), under which Vaadin provides access rights to
297
+ Licensed Software embedded in an application.
298
+
299
+ 4.4.2. In consideration of Customer’s payment of the fees for the Licensed
300
+ Software Subscription as set out in the applicable Order, Vaadin grants to
301
+ Customer a worldwide, non-exclusive, non-transferable, non-assignable, limited
302
+ right, during the applicable Subscription term, to use, via its Authorized
303
+ Users, the Licensed Software according to the Commercial Terms solely: (i) for
304
+ Authorized Application(s) set forth in the relevant Order; (ii) in Customer's
305
+ internal operations as set out below; and (iii) within the specific scope and
306
+ limitations, and for the specific configuration(s), in each case, as specified
307
+ in the applicable Order.
308
+
309
+ 4.4.3. Customer may grant licenses, for free or based on a payment, to the
310
+ Authorized Application(s) including Licensed Software, whether regarded as
311
+ derivative works or not, as long as Customer has obtained from Vaadin a valid
312
+ Runtime License for and on behalf of Customer’s own Customers (that Use
313
+ Licensed Software), or Customer clearly communicates that anyone Using Licensed
314
+ Software needs to obtain a valid Runtime License from Vaadin prior to
315
+ installation and use of the Authorized Application(s) including Licensed
316
+ Software.
317
+
318
+ 4.4.4. Customer is entitled to offer its Authorized Application(s) including
319
+ 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
321
+ Software, required that this is done in accordance with these Commercial Terms
322
+ and the scope and limitations set out in the applicable Order.
323
+
324
+ 4.4.5. In case Customer wishes to use the Licensed Software in connection to a
325
+ new Authorized Application or wishes to order Licenses to additional Licensed
326
+ Software, the Parties shall agree thereupon in an Order.
327
+
328
+ 4.5. Trial License
329
+ 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
331
+ 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
+ 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.