SOFTWARE LICENCE AGREEMENT - CUBA STUDIO AND PREMIUM ADD-ONS


PLEASE READ CAREFULLY BEFORE DOWNLOADING OR USING THE SOFTWARE

INTRODUCTION:-

This software licence agreement ("Licence") 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 35-37 William Road, London, NW1 3ER ("Haulmont").

Haulmont licenses use of the Software to you on the basis of this Licence. Haulmont does not transfer ownership of the Software (or any part thereof) to you. Haulmont and its licensors (if any) remain the owners of the Software at all times.

IMPORTANT NOTICE TO ALL USERS:

BACKGROUND:-

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

AGREED TERMS:-

1. Interpretation

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

Add-ons Repository

a repository or repositories, maintained by Haulmont, where CUBA Add-ons are stored/accessed in the form of binary files and/or source code.

Affiliate

any business entity from time to time controlling, controlled by, or under common control with, either party.

Authorized Reseller

a business entity, listed on the Site, which is authorized by Haulmont to resell the Software.

Business Day

a day other than a Saturday, Sunday or public holiday in England when the banks in London are open for business.

Commencement Date

the date that the Licensee downloads or installs the Software, or purchases a Licence Key, whichever is earlier.

CUBA Add-ons

the collection of software components, developed and/or owned by Haulmont and/or its licensors, which provide additional functionality to the CUBA Platform. The description of CUBA Add-ons is available at www.cuba-platform.com/add-ons. CUBA Add-ons are supplemental to the CUBA Platform (and are licensed separately, pursuant to this Licence).

CUBA Platform

the computer software developed and owned by Haulmont and/or its licensors, the specification of which is available at the domain name address www.cuba-platform.com/documentation. CUBA Platform is aimed at software developers and provides them with a number of tools and libraries (comprising pre-built functions, components and data structures in the form of pre-written source code), that speed up the creation and development of software. CUBA Platform is an open source software distributed and licensed by Haulmont pursuant to the terms of the Apache 2.0 licence published at www.apache.org/licenses/LICENSE-2.0. It is not 'Software', as defined in this Licence.

CUBA Studio

the computer software developed and owned by Haulmont and/or its licensors, known as CUBA Studio, which is available for download at the Site. CUBA Studio is supplemental software to the CUBA Platform. CUBA Studio is an integrated development environment (IDE) intended for developing software applications using the CUBA Platform.

CUBA Studio Premium

the additional functionality for CUBA Studio (the specification of which is available at the domain name address www.cuba-platform.com), obtained when you purchase and apply a Licence Key to CUBA Studio.

Derived Software

any software program that refers to, depends on, incorporates or is based on all or part of CUBA Add-ons, whether explicitly or implicitly and whether or not in combination with other libraries, frameworks or components other than CUBA Platform, CUBA Studio and/or CUBA Studio Premium.

Fork

a modification by Haulmont of any Third Party Library.

Intellectual Property Rights

all patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in the confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

Licence Fee

the annual licence fee payable by Licensees in respect of each Licence Key.

Licence Key

a unique identifier code provided to the Licensee by Haulmont or an Authorized Reseller (i.e. following receipt of payment (in full) in accordance with clause 6), which (depending on whether you have subscribed for CUBA Studio Premium and/or CUBA Add-ons) is used to access CUBA Add-ons and/or CUBA Studio Premium. The licence key must be input into the licence information form of CUBA Studio, according to the instructions, available on the Site.

Site

the website available from time to time at the domain name address www.cuba-platform.com.

Software

CUBA Studio, CUBA Studio Premium and/or CUBA Add-ons, depending on (in the case of CUBA Studio Premium and CUBA Add-ons only) which the Licensee has purchased a Licence Key in respect of.

Third Party Libraries

has the meaning given at clause 11.1

Third Party Terms

has the meaning given at clause 11.1

Validity Period

the time period, specified for each Licence Key, during which the Licensee may access (as relevant) CUBA Add-ons and/or CUBA Studio Premium.

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

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.

1.4. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns

2. Licence

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

2.2. Haulmont gives no assurance that it will issue new versions of the Software at any particular time or at all, nor that it 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 Licence Key if Haulmont reasonably believes that the Licensee's use of the Software violates clause 4.3 or clause 5.5.

2.4. Haulmont may state publicly (e.g. on its website and/or in promotional/marketing literature) that the Licensee has licensed the Software, and may use Licensee's name and logo in Haulmont's public statements referencing the Licensee's use of the Software.

3. CUBA Studio Licence

3.1. Haulmont grants to the Licensee a non-exclusive, non-transferable Licence to use CUBA Studio in any country of the world on the terms of this Licence.

3.2. The Licensee may:

3.3. The Licensee may not:

4. CUBA Studio Premium Licence

4.1. CUBA Studio is provided for free, with certain limitations on its functionality, as described on the Site. The Licensee can remove these limitations by purchasing a Licence Key from Haulmont or an Authorized Reseller. Where a Licensee has chosen to purchase a Licence Key for CUBA Studio Premium then, in consideration for payment (in full and cleared funds) of the Licence Fee for CUBA Studio Premium, Haulmont grants to the Licensee a non-exclusive, non-transferable Licence to use CUBA Studio Premium during the Validity Period in any country of the world on the terms of this Licence.

4.2. Following receipt of the Licence Fee, Haulmont will provide the Licensee with a Licence Key and the Licensee may during the Validity Period:

4.3. The Licensee may not:

4.4. For the avoidance of any doubt, upon the expiry of the Validity Period, the Licensee's right to access to CUBA Studio Premium (i.e. which is obtained via the Licence Key) will cease.

5. CUBA Add-ons Licence

5.1. If the Licensee has chosen to purchase a Licence Key for CUBA Add-ons, in consideration for payment (in full and cleared funds) of the Licence Fee for CUBA Add-ons, Haulmont grants to the Licensee a non-exclusive, non-transferable licence to use CUBA Add-ons during the Validity Period in any country of the world, on the terms of this Licence.

5.2. Following receipt of the Licence Fee, Haulmont will provide the Licensee with a Licence Key and instructions as to how the Licensee may access the Add-ons Repository (via CUBA Studio or directly). The Licensee may (subject to payment of the Licence Fee for CUBA Add-ons):

5.3. After the Validity Period has expired, the Licensee may continue using the versions of CUBA Add-ons, downloaded during (but not after) the Validity Period, on the terms of this License.

5.4. The Licensee may licence and distribute CUBA Add-ons (or any part thereof) only without source code as part of Derived Software and only for the purpose of keeping the Derived Software functional. The Licensee may not, at any time, otherwise licence or otherwise distribute CUBA Add-ons (or any part thereof). For the avoidance of doubt, the Licensee may not license the right to create, edit or compile source code or software programs (whether it is Derived Software or not) that refer to, depend on, incorporate or is based on all or any part of CUBA Add-on.

5.5. The Licensee may not:

6. Price and Payment of the Licence Fee

6.1. The Licence Fee for a Licence of the Software is payable for each Licence Key requested by the Licensee. The Licence Key can only be purchased from Haulmont or its Authorized Resellers. For purchases from Haulmont, the price shall be as set out in the Licence Key price list available on the Site, calculated as at the date each Licence Key is being purchased. Payment for the Licence Key is in advance. Haulmont (or the Authorized Reseller, as the case may be) will send the Licence Key to the Licensee electronically within 2 Business Days after payment of the Licence Fee (in full and clear funds) has been received into Haulmont's or the Authorized Reseller's nominated bank account. In case of card payments via the Site, the Licence Key will be provided immediately after the purchase.

6.2. Licensee may purchase a modification to an existing Licence Key via the Site, such modifications may comprise for example, access to additional components, or the extension of the Validity Period. Upon receipt of Licensee's request (i.e. via the Site) for a modification to an existing Licence Key, Haulmont can, at its sole and absolute discretion, either apply new parameters to the Licensee's existing Licence Key, or issue a new Licence 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 Licence Key to the Licensee or issue a new Licence 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.

7. Warranty

7.1. 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 www.cuba-platform.com/documentation).

7.2. Subject to clause 7.3 and 8.2, 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 7.1 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):

7.3. Haulmont shall not be liable for the Software's failure to comply with the warranty set out in clause 7.2 in any of the following events:

7.4. Except at provided in this clause 7, and subject to clause 8.2, 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 7.1, all such warranties, conditions, representations, assurances or other terms which might have effect between the parties or be implied or incorporated into this Licence 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.

8. Limitation of Liability

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

8.2. Nothing in this Licence shall exclude or limit Haulmont's liability for:

8.3. Subject to clause 8.2, 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):

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

8.4. Subject to clause 8.2 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.

8.5. All references to Haulmont in this clause 8 shall, for the purposes of this clause 8 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.

9. Intellectual property rights

9.1. 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 Licence.

9.2. 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 third party.

10. 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, 4 and/or 5. The information communicated will comprise the Licence 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.

11. Third party software

11.1. The Software uses and is distributed with third party software libraries ("Third Party Libraries"). This Licence complies with the terms on which the Third Party Libraries are licenced to Haulmont ("Third Party Terms") and Haulmont is permitted to sub-licence 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 www.cuba-platform.com/documentation). The Licensee acknowledges and accepts that its 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 unauthorised, illegal or unlawful use of any Third Party Libraries by the Licensee.

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

12. Duration and termination

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

12.2. Without affecting any other right or remedy available to it, Haulmont may terminate this Licence with immediate effect by giving written notice to the Licensee if the Licensee breaches any part of clause 3.3, clause 4.3 or clause 5.5.

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

12.4. This clause 12 and the following clauses shall continue in full force and effect upon expiry or termination of this Licence: clause 1 (Definitions and interpretation); clause 5.3 - 5.5 (CUBA Add-ons Licence); clause 7.4(No Warranty); clause 8 (Limitation of Liability); clause 9.1 (Intellectual Property Rights); clause 13 (Sub-licensing, assignment and other dealings); clause 14 (Waiver); clause 15 (Entire agreement); clause 16 (Variation); clause 17 (Severance); clause 18 (Third party rights); clause 21 (Notices); and clause 22 (Governing law and arbitration).

12.5. Termination or expiry of this Licence 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 Licence which existed at or before the date of termination or expiry.

12.6. On termination for any reason:

13. Sub-licensing, assignment and other dealings

13.1. The Licensee shall not:

without the prior written consent of Haulmont.

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

14. Waiver

No failure or delay by a party to exercise any right or remedy provided under this Licence 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.

15. Entire agreement

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

15.2. Each party acknowledges that, in entering into this Licence, 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 Licence. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Licence (whether made innocently or negligently) shall be for breach of contract.

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

16. Variation

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

17. Severance

If any provision or part-provision of this Licence 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 Licence.

18. Third-party rights

Subject to clause 8.5, a person who is not a party to this Licence shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence.

19. No partnership or agency

19.1. Nothing in this Licence 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 authorise any party to make or enter into any commitments for or on behalf of any other party.

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

20. Force majeure

Neither party shall be in breach of this Licence nor liable for delay in performing, or failure to perform, any of its obligations under this Licence 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 Licence by giving 14 days' written notice to the other party.

21. Notices

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

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

21.3. 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.

22. Governing law and arbitration

22.1. This Licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

22.2. Each party irrevocably agrees that all disputes or claims arising out of or in connection with this Licence or with its subject matter or formation (including non-contractual disputes or claims) shall be finally resolved by arbitration under the rules of the London Court of International Arbitration in force at the date of the dispute or claim. It is agreed that:

Last updated: 5 May 2016