SOFTWARE LICENSE AGREEMENT - JMIX STUDIO AND ADD-ONS

PLEASE READ CAREFULLY BEFORE DOWNLOADING OR USING THE SOFTWARE

INTRODUCTION:

This software License agreement ("License", or “Agreement”, or “License Agreement”) is a legal agreement between you ("Licensee" or "you") and Haulmont Technology Limited registered in England and Wales with company number 06657184 whose registered office is at 16 Great Queen Street, Covent Garden, London, United Kingdom, WC2B 5AH ("Haulmont").

By entering into this Agreement, the Licensee acknowledges that the Licensee is the End User of the Software, as defined in the terms of this Agreement, and that the Licensee will be the End User of the Software throughout the term of the Permit granted to the Licensee under this Agreement. Permit for using of the Software by End User (“Permit”) shall be solely granted to such End User in the manner and subject to the terms and conditions provided in this Agreement. Haulmont reserves all rights with respect to the granting of rights to use the Software and with respect to the protection of its rights in the event of any infringement by any Person.

If the Permit is not obtained directly from Haulmont, but from its partner or a reseller authorized by Haulmont, this Agreement shall be deemed to be entered into directly between the Licensee and Haulmont, which shall become parties to this Agreement as of the Commencement Date. At the same time, certain rights and powers under this Agreement may be exercised by the respective partner / authorized reseller from whom the Licensee has acquired the Permit, in accordance with the relevant bilateral agreements between such partner / authorized reseller and Haulmont. The list of Haulmont’s partners and authorized resellers is available at jmix.io/partners.

IMPORTANT NOTICE TO ALL USERS:

• BY TICKING THE ACCEPTANCE "TICKBOX" AND DOWNLOADING OR USING THE SOFTWARE YOU AGREE TO THE TERMS OF THIS LICENSE WHICH WILL BIND YOU AND YOUR EMPLOYEES (IF ANY).
• BY DOWNLOADING OR USING THE SOFTWARE, YOU ACKNOWLEDGE AND ACCEPT THAT THIS IS A "BUSINESS-TO-BUSINESS" LICENSE AGREEMENT FOR THE USE OF THE SOFTWARE (I.E. BY INDIVIDUALS OR CORPORATE ENTITIES) FOR BUSINESS/PROFESSIONAL PURPOSES. YOU ACKNOWLEDGE AND ACCEPT THAT THIS IS NOT A BUSINESS-TO-CONSUMER LICENSE AGREEMENT. YOU ACCEPT THAT YOU MAY NOT USE THE SOFTWARE FOR NON-BUSINESS/PROFESSIONAL/TRADE (I.E. CONSUMER) PURPOSES.
• IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, HAULMONT WILL NOT PERMIT THE SOFTWARE TO YOU. UNLESS YOU AGREE TO THE TERMS OF THIS LICENSE, YOU MAY NOT DOWNLOAD OR USE THE SOFTWARE.

BACKGROUND:

Haulmont is willing to grant the Licensee (and the Licensee is willing to accept) a Permit to use the Software on the terms and conditions set out in this License.

AGREED TERMS:

1. Interpretation

1.1. The definitions and rules of interpretation in this clause apply in this License, including the Introduction and the Background.

1.2. Clause headings shall not affect the interpretation of this License. References to clauses are to the clauses of this License.

1.3. Unless the context otherwise requires:

• 1.3.1. words in the singular shall include the plural and in the plural shall include the singular;
• 1.3.2. a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
• 1.3.3. a reference to writing or written includes emails;
• 1.3.4. a reference to one gender shall include a reference to the other genders; and
• 1.3.5. any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Permit

2.1. In consideration of the Licensee agreeing to (and on the condition that the Licensee does throughout the term of this License) abide by the terms of this License, Haulmont grants to the Licensee a Permit (as further prescribed below) from the Commencement Date to use the Software in any country of the world on the terms of this License.

2.2. Haulmont gives no assurance that it will issue new versions of the Software at any particular time or at all, nor that Haulmont or its licensors will support the Software for any particular length of time or at all

2.3. Haulmont reserves the right to suspend (temporarily or permanently) a License Key if Haulmont reasonably believes that the Licensee's use of the Software violates clause 3.5.

2.4. In case if Licensee makes payment for a commercial Subscription Plan, Haulmont may state publicly (e.g. on its website and/or in promotional/marketing literature) that the Licensee has purchased the Software, and may use Licensee's name and logo in Haulmont's public statements referencing the Licensee's use of the Software.

3. Terms of use of the Software

3.1. Haulmont grants to the Licensee a non-exclusive, non-transferable Permit to use the Software in any country of the world on the terms of this License.

3.2. The Licensee is provided with a Permit of using a Package in accordance with a Subscription Plan, which they choose at their own discretion from the options presented at https://www.jmix.io/subscription-plans-and-prices/. The Licensee may select a free of charge Package if it is available in accordance with the corresponding Subscription Plan. The Licensee receives only the Software that is specified in the Subscription Plan description and may not change the set (reduce, increase, modify) on their own, but the Licensee has the right to switch or modify a Subscription Plan if such option is provided by Haulmont.

3.3. Regardless of the Subscription Plan selected, the Licensee receives the following rights only:

• 3.3.1. download the Software from the Site and install it on their equipment;
• 3.3.2. use the Software to create or develop other software and/or for educational, instructional and/or demonstration purposes;
• 3.3.3. receive any updates issued concerning the Software included in Licensee's selected Subscription Plan, and/or download previous versions of that Software. Updates may be released from time to time by Haulmont and/or its licensors at their sole discretion;
• 3.3.4. create one copy of the Software for backup or recovery in case of loss.

3.4. To use Jmix Add-ons, the Licensee obtains additional rights to those specified above, namely:

• 3.4.1. create, edit or compile source code or programs that relate to, depend on, include or are based on all or any part of the Jmix Add-ons, explicitly or implicitly, and in combination with other libraries, frameworks or other components;
• 3.4.2. check, adapt, decompile, fix bugs, or modify all or any part of the source code available through Jmix Add-ons.
• 3.4.3. distribute Jmix Add-ons in compiled form, without source code and only as part of software products, developed with Jmix, for the purpose of keeping such products operational.

3.5. The Licensee is unconditionally prohibited from:

• 3.5.1. allow more than one concurrent user to access and/or use the Software for each License Key;
• 3.5.2. use the License Key to access the Software if the License Key has expired;
• 3.5.3. rent, reprocess, distribute, sell, sublicense, or transfer the Software, except as permitted by this License Agreement;
• 3.5.4. provide any License Key to any Person other than Licensee's officers, directors and/or employees to access the Software in accordance with the terms of this License;
• 3.5.5. adapt, modify, decompile, disassemble, reverse engineer, or make any other attempt to discover the source code of the Software (in whole or in part), except as permitted by law or this License Agreement;
• 3.5.6. remove, alter or conceal any proprietary or other Haulmont notices contained in the Software.

3.6. If, under the terms of the Subscription Plan, a Package is provided free of charge, the Licensee has the right to use that Package without time limit. If the Subscription Plan provides for License Fee for the use of the Package, the Licensee has the right to use such Package during the relevant Validity Period. After the Validity Period has expired, the Licensee may continue using the versions of Jmix Add-ons, downloaded during (but not after) the Validity Period, on the terms of this License.

4. Price and Payment of the License Fee

4.1. The Software License Fee is payable for each License Key requested by the Licensee. For purchases from Haulmont, the price shall be set out in the selected Subscription Plan price list available on the Site, calculated as the date each License Key is being purchased. Payment for the License Key is in advance. Haulmont will send the License Key electronically to the Licensee within 2 Business Days after payment of the Software License Fee has been received into Haulmont’s nominated bank account. In case of card payments via the Site, the License Key will be provided immediately after the purchase.

4.2. The Licensee may purchase a modification to an existing License Key via the Site, such modifications may comprise for example, access to additional components, or the extension of the Validity Period. Upon receipt of the Licensee's request (i.e. via the Site) for a modification to an existing License Key, Haulmont can, at its sole and absolute discretion, either apply new parameters to the Licensee's existing License Key, or issue a new License Key to the Licensee. The price for such modification shall be as set out on the Site from time to time ("Modification Fee"). Haulmont will confirm the modification of the existing License Key to the Licensee or issue a new License Key to the Licensee (as the case may be) within 2 Business Days after payment of the Modification Fee (in full and clear funds) has been received into Haulmont's bank account.

5. Warranty

5.1. Haulmont warrants that during the Validity Period, the Software will conform in all material respects to the specification and documentation in respect of the Software shown on the Site (at docs.jmix.io/ ).

5.2. Subject to clause 5.3, if during the Validity Period, the Licensee gives notice in writing to Haulmont within a reasonable time of discovery that the Software does not comply with the warranty set out at clause 5.1 and, having had a reasonable opportunity to examine the Software, Haulmont agrees with the Licensee that the Software does not comply, the Licensee's sole and exclusive remedy shall be that Haulmont will (at its sole discretion and cost):

• 5.2.1. issue a revised version of the Software to the Licensee in which the non-compliance shall have been remedied (free of charge); or
• 5.2.2. refund the total License Fees for that Software paid by the Licensee in the 12 months immediately prior to Haulmont's receipt of a written notice pursuant to this clause 5.2, following which, this License shall terminate.

5.3. Haulmont shall not be liable for the Software's failure to comply with the warranty set out in clause in any of the following events:

• 5.3.1. the defect arises because the Licensee failed to follow Haulmont's oral or written instructions as to the commissioning, installation and/or use of the Software or (if there are none) good trade practice regarding the same;
• 5.3.2. the Licensee (or someone on its behalf) alters or repairs the Software (or attempts to do so) without Haulmont's written consent;
• 5.3.3. the defect arises as a result of the use of the Software in combination with any other software not provided by Haulmont.

5.4. Except at provided in this clause 5, the Software (and any Third-Party Libraries and Forks distributed with it) is provided "as is" without any warranties, representations and/or assurances in respect of it. Save as provided in clauses 5.1, all such warranties, conditions, representations, assurances or other terms which might have effect between the parties or be implied or incorporated into this License or any collateral contract, whether by statute, common law or otherwise, are hereby excluded to the fullest extent permitted by law, including any implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

6. Limitation of Liability

6.1. This clause Limitation of Liability sets out the entire liability of Haulmont to the Licensee in respect of:

• 6.1.1. any breach of this License, howsoever arising;
• 6.1.2. any use made of the Software (or any part of it);
• 6.1.3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with this License; and
• 6.1.4. any other liability (including non-contractual) howsoever arising under any legal theory whatsoever, arising under or in connection with this License.

6.2. Haulmont shall not under any circumstances whatsoever be liable to the Licensee, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, and/or otherwise howsoever arising under any legal theory whatsoever, for any of the following losses (in each case, whether direct or indirect):

• 6.2.1. loss of profit or revenue;
• 6.2.2. loss of reputation or depletion of goodwill;
• 6.2.3. loss of business;
• 6.2.4. loss of contracts or loss of business opportunity;
• 6.2.5. loss of anticipated saving;
• 6.2.6. payments (e.g. penalties) due to be paid/paid to any third party under any contract or arrangement;
• 6.2.7. wasted management and/or staff time and/or office time;
• 6.2.8. loss or corruption of data, information or software;
• 6.2.9. damage to property (e.g. computer hardware, other software or IT systems),

nor any special, indirect, or consequential loss, cost, damage, charge or expense suffered by the Licensee that arises under or in connection with this License.

6.3. Haulmont's total liability to the Licensee, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or for misrepresentation and/or otherwise howsoever arising under any legal theory whatsoever, shall be limited to the total fees paid by Licensee to Haulmont for its use of the Software within the 12 month period prior to the event giving rise to the liability, or $50 000 (fifty thousand) USD, whichever is greater.

6.4. All references to Haulmont in this clause 6 shall, for the purposes of this clause 6 only, be treated as including all employees, subcontractors, agents and suppliers of Haulmont and its Affiliates, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause.

7. Intellectual property rights

7.1. The Licensee acknowledges that all Intellectual Property Rights in the Software belong to Haulmont or its licensors, and the Licensee shall have no rights in the Software other than the right to use them in accordance with the terms of this License.

7.2. So far as Haulmont is aware at the Commencement Date, the Software (nor any part thereof) does not infringe the Intellectual Property Rights of any Person.

8. Monitoring of the Licensee's use of the Software

From time to time the Software may communicate certain information to Haulmont's servers for the sole purpose of allowing Haulmont to monitor the Licensee's compliance with clauses 3. The information communicated will comprise the License Key number, a unique hash code that identifies the Licensee's computer environment (but which does not allow Haulmont to access any other information about the Licensee's environment) and the IP address of the device on which the Software is installed. For the avoidance of doubt, all information communicated to Haulmont pursuant this clause will be anonymous and will not constitute "personal data" as that term is defined in section 1(1) of the Data Protection Act 1998.

9. Third party software

9.1. The Software uses and is distributed with third-party software libraries ("Third Party Libraries"). This License complies with the terms on which the Third-Party Libraries are licensed to Haulmont ("Third Party Terms") and Haulmont is permitted to sub-license the Third-Party Libraries to the Licensee, provided that the Licensee complies with Third Party Terms. Further information on Third Party Libraries used/distributed with the latest versions of the Software and Third-Party Terms is provided on the Site (at jmix.io/studio-third-party-libs). The Licensee acknowledges and accepts that their use of the Software is subject to the Third-Party Terms. The Licensee acknowledges and agrees that Haulmont shall have no liability whatsoever for any unauthorized, illegal or unlawful use of any Third-Party Libraries by the Licensee.

9.2. All Forks used in and distributed with the Software are sub-licensed to the Licensee on the same Third-Party Terms as the corresponding Third-Party Library modified by the relevant Forks.

10. Duration and termination

10.1. The Licensee may terminate this License at any time and with immediate effect by permanently deleting all copies of the Software from its systems.

10.2. Without affecting any other right or remedy available to it, Haulmont may terminate this License with immediate effect by giving written notice to the Licensee if the Licensee breaches any part of clause 3.5.

10.3. Without affecting any other right or remedy available to it, either party may terminate this License with immediate effect by giving written notice to the other party if:

• 10.3.1. the other party commits a material breach of any term of this License which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
• 10.3.2. the other party repeatedly breaches the terms of this License in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this License;
• 10.3.3. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

10.4. This clause 10 and the following clauses shall continue in full force and effect upon expiry or termination of this License: clause 1 (Definitions and interpretation); clause 3 (Terms of use of the Software); clause 5.4 (No Warranty); clause 6 (Limitation of Liability); clause 7.1 (Intellectual Property Rights); clause 11 (Sub-licensing, assignment and other dealings); clause 12 (Waiver); clause 13 (Entire agreement); clause 14 (Variation); clause 15 (Severance); clause 16 (Third-party rights); clause 19 (Notices); and clause 20 (Governing law and arbitration).

10.5. Termination or expiry of this License shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the License which existed at or before the date of termination or expiry.

10.6. On termination for any reason:

• 10.6.1. all rights granted to the Licensee under this License shall cease;
• 10.6.2. the Licensee shall cease all activities authorized by this License;
• 10.6.3. the Licensee shall immediately destroy or return to Haulmont (at its option) all copies of the Software then in its possession, custody or control and, in the case of destruction, certify to Haulmont (at its request) that it has done so.

11. Sub-licensing, assignment and other dealings

11.1. The Licensee shall not:

• 11.1.1. sub-license, assign, novate, transfer, mortgage, charge or deal in any manner with any or all of its rights and obligations under this License in whole or in part; and
• 11.1.2. allow the Software to become the subject of any charge, lien or encumbrance

without the prior written consent of Haulmont.

11.2. Haulmont may at any time sub-license, assign, novate, transfer, mortgage, charge or deal in any other manner with any or all of its rights or obligations under this License.

12. Waiver

No failure or delay by a party to exercise any right or remedy provided under this License or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13. Entire agreement

13.1. This License constitutes the entire agreement between the parties and supersedes all previous agreements between the parties relating to the subject matter of this License.

13.2. Each party acknowledges that, in entering into this License, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this License. Each party agrees that its only liability in respect of those representations and warranties that are set out in this License (whether made innocently or negligently) shall be for breach of contract.

13.3. Nothing in this clause shall limit or exclude any liability for fraud.

14. Variation

No variation of this License shall be effective unless it is in writing and signed by the parties (or their authorized representatives).

15. Severance

If any provision or part-provision of this License is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this License.

16. Third-party rights

Subject to clause 6.4, a Person who is not a party to this License shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this License.

17. No partnership or agency

17.1. Nothing in this License is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.

17.2. Each party confirms it is acting on its own behalf and not for the benefit of any other Person.

18. Force majeure

Neither party shall be in breach of this License nor liable for delay in performing, or failure to perform, any of its obligations under this License if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for one month, either party may terminate this License by giving 14 days' written notice to the other party.

19. Notices

19.1. Any notice given to a party under or in connection with this License shall be in writing and shall be:

• 19.1.1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case) or (in respect of the Licensee) to the address provided by the Licensee when it registered to download the Software; or
• 19.1.2. sent by fax to its main fax number.

19.2. Any notice shall be deemed to have been received:

• 19.2.1. if delivered by hand, on signature of a delivery receipt;
• 19.2.2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
• 19.2.3. if sent by fax, at 9.00 am on the next Business Day after transmission.

19.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the avoidance of doubt, "writing" shall not include e-mail for the purposes of this clause.

20. Governing law and arbitration

20.1. Any relationships between the Parties to this License, including those related to its conclusion, existence, validity, interpretation, execution, breach, refusal to perform, or termination shall be governed by the UNIDROIT Principles of International Commercial Contracts (2016) and, with respect to issues not covered by such Principles, by the law of England and Wales.

20.2. In case of any inconsistency between the provisions of the UNIDROIT Principles and this License, this License shall prevail.

20.3. The Parties irrevocably agree that any dispute, controversy or claim arising out of or in connection with this License, including any question regarding its conclusion, existence, validity, interpretation, execution, breach, refusal to perform, or termination, and including non-contractual disputes or claims, shall be referred to and finally resolved by the London Court of International Arbitration (LCIA Court) under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be the city of London, the United Kingdom. The language to be used in the arbitral proceedings shall be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.

 

Last updated: 21 December 2021