- Commercial License -
IMPORTANT NOTICE – BY PURCHASING, DOWNLOADING, COPYING, ACCESSING INSTALLING OR OTHERWISE USING THE SOFTWARE OR ANY RELATED DOCUMENTATION MADE AVAILABLE BY INOVUA TRADING S.R.L. 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 INOVUA TRADING S.R.L., with headquarters in Romania, Bucharest, 1st district, 11 Ion Campineanu Street, Union International Center Building, room 405, 4th floor, registered with the commercial Registry under no. J40/1246/2018, having fiscal code 34260420 (hereafter referred to as "Inovua Trading S.R.L." or the "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 Licensor developed a project consisting in a ReactDataGrid software comprising of multiple software packages, that are divided into 2 editions:
- ReactDataGrid Community Edition – which is governed by a MIT license (please see the terms and condition of the MIT license on the Licensor’s website); and
- ReactDataGrid Enterprise Edition – which is governed by this commercial license.
The Licensor’s website expressly determines the software packages that are included in each edition (Community or Enterprise).
"The Software" means Inovua Trading S.R.L. computer software identified as ReactDataGrid Enterprise Edition (comprising all software packages that are expressly identified on the Licensor’s website as part of ReactDataGrid Enterprise Edition) and any updates, upgrades, modifications and error corrections thereto provided to the Licensee by Inovua Trading S.R.L. 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 Inovua Trading S.R.L. and for which the Licensee has paid Inovua Trading S.R.L. all applicable license fees pursuant to this Agreement. The Licensee needs a license for each Licensed Developer that uses the Software for development activities 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.
"Single Application License" means the commercial license acquired by the Licensee to use the Software to create a single application (one Licensee’s Integrated Product). For the purposes of the number of permitted applications, the new versions of an application shall be considered to be the same application as the initial one, as long as they are in the same evolutionary line.
"Multiple Applications License" means the commercial license acquired by the Licensee to use the Software to create an unlimited number of applications (unlimited number of Licensee’s Integrated Products).
- 1. SOFTWARE COMMERCIAL LICENSE
- 2. LICENSE FEE AND PAYMENT METHOD
- 3. DELIVERY
- 4. TERM AND TERMINATION
- 5. PRODUCT DISCONTINUANCE
- 6. INTELLECTUAL PROPERTY
- 7. NO TRADEMARK LICENSE
- 8. NO WARRANTY
- 9. LIMITATION OF LIABILITY
- 10. INDEMNITY
- 11. CONFIDENTIALITY
- 12. GOVERNING LAW AND DISPUTE RESOLUTION
- 13. OTHER CLAUSES
1.1 Subject to the terms of this Agreement, Inovua Trading S.R.L. hereby grants to the Licensee the following worldwide, limited, non–exclusive, non–transferable, sub-licensable, royalty free license to use the Software (the "License") solely for the Licensee’s internal business operations and to be used in the Licensee’s Integrated Products, limited to the number of seats/licenses paid by the Licensee.
1.2 Depending on the Licensee’s order and the corresponding fees paid to the Licensor, the Licensee is granted a Single Application License or a Multiple Applications License. The Licensee must acquire the same type of License (Single Application License or Multiple Applications Licenses) for all his Licensed Developers, the Licensor does not grant the possibility to buy for certain Licensed Developers a Single Application License and for others a Multiple Applications License.
1.3 This is a license agreement and not an agreement for sale.
1.4 For the avoidance of doubt, React components vendors are not allowed to use the Software without the express written permission of Inovua Trading S.R.L. 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 Inovua Trading S.R.L. 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.
1.5 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. Inovua Trading S.R.L. does not license per machine, per server, or demand any royalties or run-time fees. 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.
1.6 In addition, for the entire subscription period of 12 months from the date the Licensee purchased a commercial License to use the Software, the Licensee will receive minor and major updates for the Software and support services, within a maximum of 10 tickets with response in 3 business days calculated starting with the next business day from the ticket issuance. 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.
1.7 Upon expiration of a subscription, the Licensee can optionally renew the License for an additional 12 months and that receive another year of updates. Renewal costs/fees will be determined at the date of renewal. 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 during the validity of his subscription), but he will no longer be entitled to use new updates/versions of the Software released by the Licensor after the expiry of his subscription or be eligible for technical support services from Inovua Trading S.R.L.. Consequently, in case the Licensee uses a version of the Software that was released by the Licensor after the expiry of his subscription the Licensee will have the right to use that version for the sole purpose of evaluating its functionality and performance and he will not be allowed to integrate that version of the Software into end products or use it for any commercial, productive or training purpose. A warning will be displayed in this regard when using the Software without a valid commercial license.
1.8 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. In the event that the Licensee creates any modifications to the source code to the Software, the Licensor shall not be obliged to provide the support services in relation to such modifications. Although Inovua Trading S.R.L. 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 Inovua Trading S.R.L.. To this end, the Licensee expressly and irrevocably assigns exclusively to Inovua Trading S.R.L. 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. 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 Inovua Trading S.R.L. hereby grants the Licensee a license to use such modifications in the same conditions of the purchased commercial License. Inovua Trading S.R.L. does not provide technical support for any source code that has been modified by any party other than Inovua Trading S.R.L..
1.9 The Licensee understands and agrees that the Software’s source code is provided "as is". Inovua Trading S.R.L. gives no warranties, guarantees or conditions and to the extent permitted under the local laws of the Licensee, Inovua Trading S.R.L. excludes any implied warranties or guarantees (warranties of title, merchantability, fitness for a particular purpose and non-infringement).
1.10 The Licensor will make available the Software in source code form. In case you do not acquire and pay a commercial License ("Single Application License" or "Multiple Applications License"), you can use the Software for free, subject to the terms and conditions set forth in this Agreement, for the sole purpose of evaluating its functionality and performance and you are not allowed to integrate the Software into end products or use it for any commercial, productive or training purpose.
1.11 LICENSE OPTIONS FOR REDISTRIBUTION
In case the Licensee has purchased a commercial License, the Licensee may modify and distribute the Software 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 the end-users to grant a sublicense of the Software to other parties.
Also, the Licensee will include in the Licensee’s Integrated Products and their corresponding end-user license agreement a copywrite notice regarding Inovua Trading S.R.L.’ intellectual property rights over the Software and the necessity to acquire a commercial license from Inovua Trading S.R.L. to use the Software in other form except as already integrated in the Licensee’s Integrated Products.
Inovua Trading S.R.L. 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 commercial 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.
2.1 The License fees payable will be the ones provided on the Licensor’s website at the time the Licensee submits its order. The payment of the License fees will be made in advance, for the entire subscription period of 12 months.
2.2. Licensee will pay to the Licensor the License fees via payment card, PayPal, or any other mean of payment indicated by the Licensor. Failure to pay full amount when due gives the Licensor the right to cancel the License.
2.3 Prices listed on the Licensor’s website may change from time to time, but changes will not affect any order the Licensee has placed and paid for.
2.4 All amounts are exclusive of value added tax (VAT) which, where chargeable by the Licensor, shall be payable by the Licensee at the rate and in the manner prescribed by law. All payments to be made under the Agreement shall be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or on account of any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by law. If Licensee is compelled to make any such deduction, it may have to pay to Licensor such additional amounts as are necessary to ensure receipt by him of the full amount which the Licensor would have received but for the deduction.
The source code of the Software is public and is available for download by Licensee in electronic files. However, until the acquisition of a commercial License, the Software may be used for the sole purpose of evaluating its functionality and performance and it cannot be integrated into end products or be used for any commercial, productive or training purpose. A warning will be displayed in this regard when using the Software without a valid commercial license. After the Licensee pays the corresponding license fees, he will receive a license key enabling him to use the Software without the appearance of this warning.
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 Inovua Trading S.R.L.’s other rights or remedies, Inovua Trading S.R.L. 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 Inovua Trading S.R.L. 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 1.11 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 1.11.
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 Inovua Trading S.R.L. in connection with this Agreement.
The provisions of this Agreement regarding Confidential Information and limitation of liability shall survive the termination of the Agreement.
Inovua Trading S.R.L. 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, Inovua Trading S.R.L. 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.
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 Inovua Trading S.R.L. that are used in connection with the Software are and shall at all times remain exclusively owned by Inovua Trading S.R.L. 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 Inovua Trading S.R.L. 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.
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 Inovua Trading S.R.L. product names, logos or trademarks to market, sell or promote in any way the Licensee’s Integrated Products.
Inovua Trading S.R.L. does not provide any warranty, the Software is provided "as is". Furthermore, Inovua Trading S.R.L. excludes any express or implied warranties or guarantees (including without limitation to warranties of title, merchantability, fitness for a particular purpose and non-infringement). Also, Inovua Trading S.R.L. 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.
To the maximum extent permitted by applicable law, Inovua Trading S.R.L. 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 Inovua Trading S.R.L. 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 Inovua Trading S.R.L. for the Software giving rise to such damages.
Furthermore, Inovua Trading S.R.L. 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 Inovua Trading S.R.L. or (iv) negligence or accident.
Under no circumstance Inovua Trading S.R.L. 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 Inovua Trading S.R.L. is for testing use only and Inovua Trading S.R.L. 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 Inovua Trading S.R.L. 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.
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.
13.1 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 Inovua Trading S.R.L.’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.
13.7 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 Inovua Trading S.R.L. 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 INOVUA TRADING S.R.L. THROUGH THIS WEB SITE YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS