Zippy Technologies End User License Agreement for DataGrid Pro Edition for React
IMPORTANT NOTICE – BY PURCHASING, DOWNLOADING, COPYING, ACCESSING INSTALLING OR OTHERWISE USING THE SOFTWARE OR ANY RELATED DOCUMENTATION MADE AVAILABLE BY ZIPPY TECHNOLOGIES THROUGH THIS WEB SITE OR OTHER WEB SITES, YOU CONFIRM YOU HAVE READ THIS AGREEMENT AND YOU UNDERSTAND ITS CONTENT AND ITS EFFECTS AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT.
THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY WHICH YOU REPRESENT AND ARE AUTHORIZED TO BIND (the “Licensee”) AND ZIPPY TECHNOLOGIES SRL (“Zippy Technologies” or “Licensor”).
TO THE EXTENT YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF ANOTHER PERSON OR A COMPANY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL POWER AND AUTHORITY TO BIND THAT PERSON OR COMPANY.
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE REQUIRED TO IMMEDIATELY CEASE INSTALLING OR USING THIS SOFTWARE AND REMOVE THE SOFTWARE FROM YOUR COMPUTER.
“The Software” means Zippy Technologies computer software identified as DataGrid Pro Edition for React and any updates, upgrades, modifications and error corrections thereto provided to the Licensee by Zippy Technologies and any accompanying documentation.
“Licensee’s Integrated Products” means exclusively the software applications which cumulatively fulfil the following conditions:
i. are developed by the Licensed Developers (as defined below) exclusively for the Licensee;
ii. add substantial functionality beyond the functionality provided by the incorporated components of the Software; and
iii. are not commercial alternatives for, or competitive in the marketplace with, the Software or any components of the Software.
“Licensed Developers” means exclusively the Licensee’s employees or contractors authorized by the Licensee to use the Software to develop the Licensee’s Integrated Products specifically for the Licensee and must correspond to the maximum number of seats/licenses the Licensee has purchased from Zippy Technologies and for which the Licensee has paid Zippy Technologies all applicable license fees pursuant to this Agreement. Thus, at any given time, the number of Licensed Developers performing development activities cannot exceed the number of seats/licenses that the Licensee has purchased and paid based on this Agreement. For the avoidance of doubt, the Software is in “use” on a computer when it is loaded into temporary memory (i.e. RAM) or installed into permanent memory (e.g. hard disk or other storage device). The Licensed Developers may install the Software on multiple computers, so long as the Software is not being used simultaneously for development purposes at any given time by more Licensed Developers than Licensee has seats/licenses.
1. SOFTWARE LICENSE
Subject to the terms of this Agreement, Zippy Technologies hereby grants to the Licensee the following limited, non–exclusive, non–transferable license (the “License”) to use the Software solely for the Licensee’s internal business operations and to be used in the Licensee’s Integrated Products. You are granted either a Commercial License with Support and Updates pursuant to Section 1.1 or a Trial License pursuant to Section 1.2. Which version of the License applies (i.e., Trial License or Commercial License with Support and Updates) is determined at the time of the License purchase.
This is a license agreement and not an agreement for sale.
For the avoidance of doubt, React components vendors are not allowed to use the Software without the express written permission of Zippy Technologies and if you or the company you represent is a React components vendor, in order to purchase a license for or use the Software you first have to contact Zippy Technologies and obtain its written approval.
This License is not granted and to any Licensee that is a software developer (person or company) acting as an outsourcing software developer, in this situation the Software can be used by such developer only in case his client is a Licensee who holds a valid License and only for the exclusive development of the Licensee’s Integrated Products in accordance with the terms and conditions of this EULA.
The Licensee acknowledges that the Software’s source code is confidential and contains valuable and proprietary trade secrets of Zippy Technologies and under no circumstances may any portion of the Software source code or any modified version of the source code be distributed, disclosed or otherwise made available to any third party.
1.1 COMMERCIAL LICENSE WITH SUPPORT AND UPDATES
In case the Licensee purchased a Commercial License with Support and Updates and paid the correspondent License fees, the Licensed Developers of the Licensee may use the Software in the development of the Licensee’s Integrated Products only in accordance with the terms and condition of this End User License Agreement, especially with Article 2 below.
The Licensee needs a License for each Licensed Developer that uses the Software for development activities. The licenses are not nominal and can be used by any of the Licensed Developers, so long as the Software is not being used simultaneously for development purposes at any given time by more Licensed Developers than Licensee has seats/licenses.
If the Licensee’s testing team need to compile the application, then those testers will also each need a license. Testers who just test the completed, compiled application (as an end-user does) do not need a license.
Zippy Technologies does not license per machine, per server, or demand any royalties or run-time fees.
The Licensed Developers may install the Software on multiple computers, so long as the Software is not being used simultaneously for development purposes at any given time by more Licensed Developers than Licensee has seats/licenses.
If no development is performed on a build machine or build server and its sole purpose is to generate actual builds of the Licensee’s Integrated Products, then the Licensee does not need to purchase a separate license for the build machine. If, however, a Licensed Developer uses the build machine for active development and this developer does not have a valid license for the Software/products, then the Licensee must acquire a license for the Software.
In addition, for the entire subscription period of 12 months from the date the Licensee purchased a Commercial License to use the Software, for which you have purchased support and updates, the Licensee will receive minor and major updates for the Software, access to the source code for the Software and unlimited support tickets with 72 hours response time if you have a Standard Support Subscription or unlimited support tickets with same day response time 09.00-16.00 (GMT+2) Mon-Fri and access to hot-fixes if you have a Premium Support Subscription. In case of a Standard Support Subscription the Licensee will have to wait for the next minor/major release for hot-fixes.
1.1.1 During the subscription period of 12 months, the Licensee will receive all major and minor updates for the version of the Software the Licensee purchased a Commercial License and the source code for the Software. The Licensee understands and agrees that updates supplement and/or replace and may disable the former version of the Software. The resulting updated Software may be used only in the same conditions of the purchased Commercial License.
The Licensee understands and agrees that updates provided to the Licensee according to this Agreement may include new software which may be governed by additional terms and conditions to which the Licensee must agree before downloading or using these updates in any way. In case of any conflict the terms and conditions of this Agreement will prevail.
Upon expiration of a subscription, the Licensee can optionally renew the License for an additional 12 months and receive another year of updates. Renewal costs/fees will be determined at the date of renewal and they increase 30 days after expiration of the subscription (pricing increases on a monthly basis after the 13th month). If the Licensee does not renew his subscription, he may continue to use the products he has licensed (the last version of the Software he obtained/licensed), but he will no longer receive new updates or be eligible for technical support services from Zippy Technologies.
1.1.2 The Software’s source code is provided to the Licensee so that the Licensee can operate modifications according to the terms and conditions of this Agreement.
1.1.3 Although Zippy Technologies does not claim any ownership rights in the Licensee’s Integrated Products, any modifications the Licensee or its Licensed Developers performs to the Software source code will be the exclusive property of Zippy Technologies. To this end, the Licensee expressly and irrevocably assigns exclusively to Zippy Technologies all intellectual property rights, title and interest in and to such modifications and all rights associated therewith, for the entire duration of protection of such rights, in any and all the modalities of exploitation and use of the rights, in any and all the territories.
1.1.4 The Licensee will be entitled to use modifications of the Software’s source code developed by the Licensee or its Licensed Developers under the terms of this Agreement and Zippy Technologies hereby grants the Licensee a license to use such modifications in the same conditions of the purchased Commercial License.
1.1.5 Zippy Technologies does not provide technical support for any source code that has been modified by any party other than Zippy Technologies.
1.1.6 The Licensee understands and agrees that the Software’s source code is provided “as is”. Zippy Technologies gives no warranties, guarantees or conditions and to the extent permitted under the local laws of the Licensee, Zippy Technologies excludes any implied warranties or guarantees (warranties of title, merchantability, fitness for a particular purpose and non-infringement).
Refunds are not available for any licenses that include a right to receive source code.
1.2 TRIAL LICENSE
1.2.1 If You download the free Trial License, then, subject to the terms and conditions set forth in this Agreement, Zippy Technologies hereby grants to Licensee and Licensee hereby accepts a license to use the Software for the sole purpose of evaluating its functionality and performance. You are not allowed to integrate the Software into end products or use it for any commercial, productive or training purpose. You may not redistribute the Software. The term of the Trial License shall be 30 days. If You wish to continue using the Software beyond expiration of the Trial License, You must purchase a Commercial License.
1.2.2 THE TRIAL VERSION OF THE SOFTWARE IS LICENSED ‘AS IS’. YOU BEAR THE RISK OF USING IT. ZIPPY TECHNOLOGIES GIVES NO EXPRESS WARRANTIES, GUARANTEES OR CONDITIONS. YOU MAY HAVE ADDITIONAL RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAWS, ZIPPY TECHNOLOGIES EXCLUDES THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
2. LICENSE OPTIONS FOR REDISTRIBUTION
2.1 In case the Licensee has purchased a Commercial License, the Licensee may modify and distribute the Software in a minified and obfuscated form as embedded in the Licensee’s Integrated Products to the Licensee’s end-users only in accordance with an end-user license agreement that will:
- strictly prohibit distribution of the Software by the authorized end users of the Licensee;
- limit the liability of the Licensee’s licensors or suppliers to the maximum extent permitted by the applicable law;
- strictly prohibit any attempt to disassemble, decompile or “unlock”, decode or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of the Software;
- strictly prohibit the end-users to grant a sublicense of the Software to other parties.
Zippy Technologies will not charge any royalties for redistribution of Software that have been integrated into the Licensee’s Integrated Products, subject that the Licensee has a valid license and the EULA is not violated.
The sublicenses to use the Software granted by the Licensee to its authorized end-users will survive any termination of this Agreement provided that the end users observe de above mentioned obligations.
The Licensee is not permitted to distribute the Software as a standalone product or as a part of any product other than the Licensee’s Integrated Products.
A master copy of the Software will be made available for download by Licensee in electronic files only.
4. TERM AND TERMINATION
This Agreement and the License granted hereunder shall be in force as long as the Licensee uses the Software in compliance with the terms of this Agreement and pays the correspondent license fees, unless terminated in accordance with this Article 4. The support and updates services will automatically terminate at the completion of the 12 months period from the date the Licensee purchased a Commercial License, in case the subscription is not renewed.
Without prejudice to Zippy Technologies’s other rights or remedies, Zippy Technologies shall have the right to terminate this Agreement and the License granted hereunder immediately if the Licensee breach any of the terms of this Agreement, and it fails to remedy such breach within 30 days as of the written request sent by Zippy Technologies to remedy the same.
In the event of termination of this Agreement, all Licenses granted hereunder shall terminate automatically and the Licensee shall cease immediately to use or distribute the Software. However, any sublicenses granted to the Licensee’s end-users according to Article 2.1 shall survive such termination, except in case termination is due to failure to pay the correspondent license fees by the Licensee or to non-observance of Art 2.1.
Also, the Licensee has the obligation to destroy all copies of the Software not integrated into a live, functioning instances of the Licensee’s Integrated Products already installed, implemented and deployed for the Licensee’s end-users, and any product and company logos provided by Zippy Technologies in connection with this Agreement.
The provisions of this Agreement regarding Confidential Information and limitation of liability shall survive the termination of the Agreement.
5. PRODUCT DISCONTINUANCE
Zippy Technologies reserves the right to discontinue the Software or any component of the Software, whether offered as a standalone product or solely as a component, at any time. However, Zippy Technologies is obligated to provide support in accordance with the terms set forth in this Agreement for all discontinued Software or components for a period of 12 months after the date of discontinuance.
6. INTELLECTUAL PROPERTY
All title, interest and ownership rights in and to the Software (including but not limited to any designs, models, topographies of integrated circuits, computer programs, images, photographs, video, audio, animations, music, or text embedded in the Software), the intellectual and industrial property rights over the Software and any trademarks of Zippy Technologies that are used in connection with the Software are and shall at all times remain exclusively owned by Zippy Technologies and its licensors.
The Licensee understands and agrees that any open source software that may be embedded in the Software or its updates is provided by Zippy Technologies pursuant to the open source license applicable to that particular software and subject to the terms and conditions (including disclaimers and limitations on liability) provided in such license.
Title and related rights (including intellectual property rights) in any content accessed through the use of the Software and its updates are the property of the applicable content owner and are protected by applicable laws. The right to use granted to the Licensee under this Agreement gives the Licensee no rights to such content. If the Licensee wishes to use such content, the Licensee must ensure that he has the appropriate consent or license of the content owner.
7. NO TRADEMARK LICENSE
The Licensee understands and agrees that all Licensor’s trademarks are and shall remain the Licensor’s exclusive property, and this Agreement does not create any right or interest of the Licensee with respect to the Licensor’s trademarks and the Licensee may not use the Zippy Technologies product names, logos or trademarks to market, sell or promote in any way the Licensee’s Integrated Products.
8. NO WARRANTY
Zippy Technologies does not provide any warranty, the Software is provided "as is". Furthermore, Zippy Technologies excludes any implied warranties or guarantees (including without limitation to warranties of title, merchantability, fitness for a particular purpose and non-infringement). Also, Zippy Technologies does not warrant that the use of the Software will be uninterrupted or error free at all times and in all circumstances, nor that program errors will be corrected.
9. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, Zippy Technologies will not be liable for any special, indirect or consequential losses arising out of the use of or inability to use the Software, including, without limitation, damages for loss of goodwill or reputation, destruction of data, work stoppage, loss of revenues, profits, contracts, business or anticipated savings, computer failure or malfunction, or any and all other commercial damages or losses, regardless of the basis of the claim (contract, tort or otherwise).
In any case, the maximum liability of Zippy Technologies under this Agreement (contract, tort, pre-contract or other representations) shall not exceed in total the amount of the license fees the Licensee paid to Zippy Technologies for the Software giving rise to such damages.
Furthermore, Zippy Technologies excludes any liability for any error or failure resulting from (i) the Licensee’s failure to implement operating instructions, (ii) machine error, (iii) modifications to the Software performed by any person other than Zippy Technologies or (iv) negligence or accident.
Under no circumstance Zippy Technologies is responsible for any liability arising out of or in connection with the content provided by the Licensee or a third party that is accessed through the use of the Software. For the avoidance of doubt, any data already included in the Software by Zippy Technologies is for testing use only and Zippy Technologies hereby disclaims any and all responsibility arising therefrom.
Each provision excluding or limiting liability shall be construed separately, applying and surviving even if for any reason any other provision does not remain in force, notwithstanding the expiry or termination of this Agreement.
The Licensee understands and agrees to indemnify, hold harmless and defend Zippy Technologies and its resellers from and against any and all liabilities, loss, claims, lawsuits and proceedings, and all associated expenses and costs, that may arise from (i) any breach of this Agreement, (ii) any use of the Software with the nonobservance of this Agreement, (iii) any modification of the Software’s source code or (iv) use or distribution of the Licensee’s Integrated Product.
The parties shall keep confidential any information regarding the Software and Software related updates, and any information which is by its nature confidential, or if the information was developed by the Licensor (or its contractors) for the purpose of this Agreement (“Confidential Information”).
Either party shall at all times during the term of this Agreement and for 5 years after its termination (howsoever caused):
(i) not use any Confidential Information for any purpose other than the performance of its obligations under this Agreement;
(ii) keep all Confidential Information confidential and not disclose it to any person without the prior written consent of the other party;
(iii) not acquire any interest in the Confidential Information, other than the right to use it on the terms of this Agreement.
Notwithstanding the provision above, the Parties shall be exempted of the confidentiality obligation in case the disclosure is requested by judicial or administrative authorities (provided that such party gives the other party prompt written notice prior to such disclosure) or if the Confidential Information:
(i) is previously known by the receiving Party,
(ii) is or falls in the public domain,
(iii) has been independently developed by the receiving Party prior to the time the Confidential Information was disclosed to it.
The parties will adopt and implement all reasonable procedures to prevent unauthorized use or disclosure of the Confidential Information, including the use of non-disclosure and non-competition clauses in agreements with employees, agents and independent contractors who have access to the Confidential Information.
Each party’s confidentiality obligations shall apply at all times during the term of this Agreement and for 5 years following termination of this Agreement, provided, however, that (i) obligations with respect to source code shall survive in perpetuity and (ii) trade secrets shall be maintained as such until they fall into the public domain.
12. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement and License shall be governed by and construed in all respects in accordance with the laws of Romania. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The Uniform Computer Information Transactions Act as enacted shall not apply.
Any dispute, controversy, litigation or claim arising out of or relating to this Agreement, if not settled amicably between the Parties, shall be settled by the competent courts of Romania.
13. OTHER CLAUSES
13.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the Software and all prior agreements or arrangements between them in respect of the Software and its license are superseded hereby. Any oral or written representation, warranty, course of dealing or trade usage prior to the date of this Agreement not set forth in this Agreement will not be binding on the Parties. Use of any purchase order or other Licensee document shall be for administrative convenience only and all terms and conditions stated therein shall be void and of no effect unless otherwise agreed to in writing by both parties. In cases where this license is being obtained through an approved third party, these terms shall supersede any third party license or purchase agreement.
13.2 No Assignment. The Licensee may not assign, sublicense, sub-contract, or otherwise transfer this Agreement, or any rights or obligations under it, without Zippy Technologies’s prior written consent.
13.3 Waiver. Waiver by any party of any right under this Agreement shall not be deemed a waiver by such party of any other right hereunder or of such right in the event of any separable occurrence or circumstance.
13.4 Survival. Any provisions of the Agreement containing license restrictions, including, but not limited to those related to the Software source code, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any provision of the Agreement which, by its nature, is intended to survive shall remain in effect following any termination or expiration of the Agreement.
13.5 Severability. If at any time any term or provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any rule of law or enactment, such term or provision or part shall to that extent be deemed not to form part of this Agreement, but the enforceability of the remainder of this Agreement shall not be affected.
13.6 Force Majeure. Neither party shall be deemed in default of this Agreement if failure or delay in performance is caused by an act of God, fire, flood, severe weather conditions, material shortage or unavailability of transportation, government ordinance, laws, regulations or restrictions, war or civil disorder, or any other cause beyond the reasonable control of such party.
13.6 Reports and Audit Rights. The Licensee shall keep adequate records to verify Licensee’s compliance with this Agreement. To this end, the Licensee shall grant Zippy Technologies audit rights against Licensee twice within a calendar year period upon one week written notice, to verify Licensee’s compliance with this Agreement.
YOU EXPRESSLY CONFIRM THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND ITS CONTENT AND ITS EFFECTS, AND BY PURCHASING, DOWNLOADING, COPYING, ACCESSING INSTALLING OR OTHERWISE USING THE SOFTWARE OR ANY RELATED DOCUMENTATION MADE AVAILABLE BY ZIPPY TECHNOLOGIES S.R.L. THROUGH THIS WEB SITE YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS