2459 lines
138 KiB
HTML
Executable File
2459 lines
138 KiB
HTML
Executable File
<!doctype html>
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<html lang="en">
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<head>
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<meta charset="UTF-8" />
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<style>
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body td {
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font-family: sans-serif;
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vertical-align: top;
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padding-top: 2mm;
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padding-right: 3mm;
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padding-left: 1mm;
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}
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h3 {
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display: inline;
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}
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</style>
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<title>AG GRID ENTERPRISE EULA v15.0</title>
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</head>
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<body>
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<table id="intro">
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<tbody>
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<tr>
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<td>
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<h3>PLEASE READ THESE LICENCE TERMS CAREFULLY BEFORE DOWNLOADING ANY SOFTWARE:</h3>
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</td>
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</tr>
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<tr>
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<td>
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These terms and conditions and schedules ("<strong>Terms</strong>") are entered into between AG
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GRID LTD (registered number 07318192) ("<strong>Licensor</strong>") and the entity whose details
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are set out on the Licence Quote or otherwise submitted to the Licensor
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("<strong>Licensee</strong>") effective as of the date of acceptance of these Terms ("<strong
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>Effective Date</strong
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>").
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</td>
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</tr>
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<tr>
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<td>
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<h3>
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BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, YOU CONFIRM THAT YOU ACCEPT AND AGREE TO BE
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BOUND BY THESE TERMS AND ACKNOWLEDGE THAT THEY CONSTITUTE A LEGALLY BINDING CONTRACT BETWEEN
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US AND YOU.
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</h3>
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</td>
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</tr>
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<tr>
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<td>
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<h3>
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IF YOU ARE ACTING ON BEHALF OF ANY ORGANISATION, YOU CONFIRM THAT YOU HAVE THE REQUISITE
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AUTHORITY, POWER AND RIGHT TO FULLY BIND THAT ORGANISATION.
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</h3>
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</td>
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</tr>
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<tr>
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<td>
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<h3>
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IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, DO NOT CLICK ON THE "I ACCEPT" BUTTON
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BELOW.
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</h3>
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</td>
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</tr>
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<tr>
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<td style="text-align: center; padding-top: 2%">
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<h3 id="terms-and-conditions">TERMS AND CONDITIONS</h3>
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</td>
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</tr>
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</tbody>
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</table>
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<table id="definitions">
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<tbody>
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<tr>
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<td>
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<h4>1.</h4>
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</td>
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<td colspan="2">
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<h4>Definitions and interpretation</h4>
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</td>
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</tr>
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<tr>
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<td>1.1</td>
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<td colspan="2">
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<i>Definitions</i>
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</td>
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</tr>
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<tr>
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<td></td>
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<td colspan="2">
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In these Terms, where the context so admits, the following words and expressions shall have the
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following meanings:
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</td>
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</tr>
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<tr>
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<td></td>
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<td>"<strong>Adequate Country</strong>"</td>
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<td>
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means a country or territory outside the EEA recognised as providing adequate protection for
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personal data transfers under an adequacy decision made from time to time by (as applicable) (i)
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the UK Secretary of State under applicable UK law (including the UK GDPR) or (ii) the European
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Commission under the GDPR;
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</td>
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</tr>
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<tr>
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<td></td>
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<td>"<strong>Affiliate</strong>"</td>
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<td>
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means in relation to a party any corporate entity Controlled directly or indirectly by that
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party, any corporate entity that Controls, directly or indirectly that party or any corporate
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entity under common Control with that party;
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</td>
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</tr>
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<tr>
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<td></td>
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<td>"<strong>Application</strong>"</td>
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<td>
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means any software, application or elements developed by or on behalf of the Licensee using the
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Software;
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</td>
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</tr>
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<tr>
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<td></td>
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<td>"<strong>Additional Usage</strong>"</td>
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<td>
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has the meaning set out in clause
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<a style="text-decoration: none; color: black" href="#2.1">2.1</a>;
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</td>
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</tr>
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<tr>
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<td></td>
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<td>"<strong>Additional Quote</strong>"</td>
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<td>
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has the meaning set out in clause
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<a style="text-decoration: none; color: black" href="#2.1">2.1</a>;
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</td>
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</tr>
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<tr>
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<td></td>
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<td>"<strong>Business Day</strong>"</td>
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<td>
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means each day which is not a Saturday, Sunday or public holiday in the country in which the
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Licensor is located;
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</td>
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</tr>
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<tr>
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<td></td>
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<td>"<strong>Confidential Information</strong>"</td>
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<td>
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means all information (whether written, oral or in some other form) disclosed to or obtained by
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one party (whether directly or indirectly) from the other (whether before or after the Effective
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Date), including all information relating to that other's business, operations, systems,
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processes, products, trade secrets, know-how, contracts, finances, plans, strategies or current,
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former or prospective clients, customers, partners or suppliers (together with copies made of
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any of the foregoing) and which information is marked as being confidential or might reasonably
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be assumed to be confidential, but excluding information which:
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<table>
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<tbody>
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<tr>
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<td>(a)</td>
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<td>is available to the public other than because of any breach of these Terms;</td>
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</tr>
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<tr>
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<td>(b)</td>
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<td>
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is, when it is supplied, already known to whoever it is disclosed to in
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circumstances in which they are not prevented from disclosing it to others;
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</td>
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</tr>
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<tr>
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<td>(c)</td>
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<td>
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is independently obtained by whoever it is disclosed to in circumstances in
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which they are not prevented from disclosing it to others; or
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</td>
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</tr>
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<tr>
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<td>(d)</td>
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<td>is trivial or obvious;</td>
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</tr>
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<tr>
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<td></td>
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<td>
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Licensors' Confidential Information includes Licensor Materials. The Licensee's
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Confidential Information includes the Licensee Materials;
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</td>
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</tr>
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</tbody>
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</table>
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</td>
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</tr>
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<tr>
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<td></td>
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<td>"<strong>Control</strong>"</td>
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<td>
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means the power to direct the management and policies of an entity whether through the ownership
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of voting capital, by contract or otherwise; and a holding or subsidiary company of any entity
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shall be deemed to be an Affiliate of that entity;
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</td>
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</tr>
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<tr>
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<td></td>
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<td>"<strong>Data Protection Legislation</strong>"</td>
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<td>
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means all applicable legislation for the time being in force pertaining to data protection, data
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privacy, data retention and/or data security and including the General Data Protection
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Regulation (Regulation 2016/679) ("<strong>GDPR</strong>") the Privacy and Electronic
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Communication Directive (Directive 2002/58/EC) and national legislation implementing or
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supplementing such legislation in the United Kingdom and any applicable member state of the
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European Union, including the Data Protection Act 2018 and the UK GDPR and all associated codes
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of practice issued by any applicable data protection authority;
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</td>
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</tr>
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<tr>
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<td></td>
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<td>"<strong>Deployment Licence Add-On</strong>"</td>
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<td>
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means a licence of the Software granted to the Licensee in addition to either the Single
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Application Developer Licence or Multiple Application Developer Licence, which permits the
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Licensee to sub-licence the Software in accordance with these Terms;
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</td>
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</tr>
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<tr>
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<td></td>
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<td>"<strong>Documentation</strong>"</td>
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<td>
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means the operating manuals, user instructions, technical literature and all other related
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materials in eye-readable form supplied to the Licensee by the Licensor (whether in online,
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electronic or printed form) for aiding the use and application of the Software;
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</td>
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</tr>
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<tr>
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<td></td>
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<td>"<strong>EEA</strong>"</td>
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<td>means the European Economic Area and Switzerland;</td>
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</tr>
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<tr>
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<td></td>
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<td>"<strong>Error</strong>"</td>
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<td>
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means any error, defect or malfunction in the Software that: (a) causes the integrity of its
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data to be compromised or corrupted; (b) causes an unexpected error message or fatal error to
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occur while using the Software; (c) causes the Software to fail to conform to any applicable
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warranties, including those set out in clause
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<a style="text-decoration: none; color: black" href="#6.1">6.1</a>;
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</td>
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</tr>
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<tr>
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<td></td>
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<td>"<strong>EU SCCs</strong>"</td>
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<td>
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means The Commission Decision 2021/914/EU of 4 June 2021 on standard contractual clauses for the
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transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the
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European Parliament and of the Council (set out at
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http://data.europa.eu/eli/dec_impl/2021/914/oj), of which Module 1 (controller-to-controller)
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applies and which, along with the annexes set out at
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<a style="text-decoration: none; color: black" href="#exhibit-a">Exhibit A</a>
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to these Terms, are incorporated into these Terms;
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</td>
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</tr>
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<tr>
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<td></td>
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<td>"<strong>Fees</strong>"</td>
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<td>means the fees for the Services, as set out in the relevant Quote;</td>
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</tr>
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<tr>
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<td></td>
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<td>"<strong>Insolvency Event</strong>"</td>
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<td>
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means, in relation to a person (which includes an individual and a legal person, such as a
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limited company), any of the following events:
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<table>
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<tbody>
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<tr>
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<td>(a)</td>
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<td>
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a meeting of creditors of that person being held or an arrangement or
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composition with or for the benefit of its creditors (including a voluntary
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arrangement as defined in the Insolvency Act 1986) being proposed by or in
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relation to that person;
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</td>
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</tr>
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<tr>
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<td>(b)</td>
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<td>
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a chargeholder, receiver, administrative receiver or other similar person taking
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possession of or being appointed over or any distress, execution or other
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process being levied or enforced (and not being discharged within seven days) on
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the whole or a material part of the assets of that person;
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</td>
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</tr>
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<tr>
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<td>(c)</td>
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<td>
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that person ceasing to carry on business or being deemed to be unable to pay its
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debts within the meaning of section 123 Insolvency Act 1986 (except that, for
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the purposes of these Terms, the reference to £750 in section 123(1) of that Act
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shall be construed as a reference to £10,000);
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</td>
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</tr>
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<tr>
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<td>(d)</td>
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<td>
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that person or its directors or the holder of a qualifying floating charge or
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any of its creditors giving notice of their intention to appoint, appointing or
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making an application to the court for the appointment of, an administrator;
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</td>
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</tr>
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<tr>
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<td>(e)</td>
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<td>
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a petition being advertised or a resolution being passed or an order being made
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for the administration or the winding-up, bankruptcy or dissolution of that
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person; or
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</td>
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</tr>
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<tr>
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<td>(f)</td>
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<td>
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the happening in relation to that person of an event analogous to any of the
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above in any jurisdiction in which it is incorporated or resident or in which it
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carries on business or has assets.
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</td>
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</tr>
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</tbody>
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</table>
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</td>
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</tr>
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<tr>
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<td></td>
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<td>"<strong>Intellectual Property Rights</strong>"</td>
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<td>
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means patents, patentable rights, copyright, design rights, utility models, trade marks (whether
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or not any of the above are registered), trade names, rights in domain names, rights in
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inventions, rights in data, database rights, rights in know-how and confidential information,
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and all other intellectual and industrial property and similar or analogous rights existing
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under the laws of any country and all pending applications for and right to apply for or
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register the same (present, future and contingent, and including all renewals, extensions,
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revivals and all accrued rights of action);
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</td>
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</tr>
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<tr>
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<td></td>
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<td>"<strong>Know-how</strong>"</td>
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<td>
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has the meaning set out in clause
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<a style="text-decoration: none; color: black" href="#8.3">8.3</a>;
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</td>
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</tr>
|
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<tr>
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<td></td>
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<td>"<strong>Licence Quote</strong>"</td>
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<td>
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means a written licence quote (whether in online, electronic or printed form) agreed between the
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parties in relation to the Software Materials which shall be deemed to incorporate these Terms;
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</td>
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</tr>
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<tr>
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<td></td>
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<td>"<strong>Licensee Developers</strong>"</td>
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<td>
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means the Licensee's (and any of its Affiliates') employees, workers and contractors who are
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authorised by the Licensee to, and qualified to, develop software products that include the
|
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Software;
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</td>
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</tr>
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<tr>
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<td></td>
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<td>"<strong>Licensee Materials</strong>"</td>
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<td>
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means all intellectual property, works, products, documentation, information, data and other
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material of any kind (including computer software, applications developed by or on behalf of the
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Licensee and firmware, designs and specifications) provided or made available by or on behalf of
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the Licensee in connection with these Terms;
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</td>
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</tr>
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<tr>
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<td></td>
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<td>"<strong>Licensor Materials</strong>"</td>
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<td>
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means all intellectual property, works, products, documentation, information, data and other
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material of any kind (including computer software and firmware, designs and specifications)
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provided or made available by or on behalf of the Licensor in connection with these Terms,
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excluding the Software Materials;
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</td>
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</tr>
|
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<tr>
|
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<td></td>
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<td>"<strong>Losses</strong>"</td>
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<td>
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means all losses, liabilities, demands, claims, judgments, awards, damages, amounts payable in
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settlement, costs and expenses (including all legal and other professional fees, expenses and
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disbursements);
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</td>
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</tr>
|
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<tr>
|
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<td></td>
|
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<td>"<strong>Modification</strong>"</td>
|
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<td>
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means: (a) any addition to or deletion from the contents of a file included in the Software or
|
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previous Modifications created by the Licensee; and/or (b) any new file that leverages any part
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of the Software or previous Modifications;
|
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</td>
|
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</tr>
|
|
<tr>
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<td></td>
|
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<td>"<strong>Multiple Applications Developer Licence</strong>"</td>
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<td>
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means a licence of the Software Materials granted to the Licensee which permits the Licensee
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(and any of its Affiliates) to develop, between them, an unlimited number of Applications using
|
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the Software Materials in accordance with and subject to these Terms, provided that new versions
|
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and different editions of an Application shall be considered, for the purposes of the number of
|
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permitted Applications, to be the same as the original Application as long as they are in the
|
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same evolutionary line;
|
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</td>
|
|
</tr>
|
|
<tr>
|
|
<td></td>
|
|
<td>"<strong>New Version</strong>"</td>
|
|
<td>
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means any new version of the Software which from time to time is publicly marketed and offered
|
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for licensing by the Licensor in the course of its normal business, being a version which
|
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contains such significant differences from the previous versions as to be generally accepted in
|
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the marketplace as constituting a new product;
|
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</td>
|
|
</tr>
|
|
<tr>
|
|
<td></td>
|
|
<td>"<strong>Personal Data</strong>"</td>
|
|
<td>
|
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means all data which is defined as 'personal data' under Data Protection Legislation and
|
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"controller", "data subject", "processor" and "supervisory authority" shall have the meanings
|
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ascribed to them in the Data Protection Legislation;
|
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</td>
|
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</tr>
|
|
<tr>
|
|
<td></td>
|
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<td>"<strong>Production Environment</strong>"</td>
|
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<td>
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means a computer, server, collection of servers, a data centre, a cloud instance, container or
|
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similar where the Licensee's services and/or store are made available to the Licensee's
|
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customers;
|
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</td>
|
|
</tr>
|
|
<tr>
|
|
<td></td>
|
|
<td>"<strong>Quote(s)</strong>"</td>
|
|
<td>
|
|
has the meaning set out in clause
|
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<a style="text-decoration: none; color: black" href="#2.2">2.2</a>;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td></td>
|
|
<td>"<strong>Quote Effective Date</strong>"</td>
|
|
<td>
|
|
has the meaning set out in clause
|
|
<a style="text-decoration: none; color: black" href="#14.1">14.1</a>;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td></td>
|
|
<td>"<strong>Quote Initial Term</strong>"</td>
|
|
<td>
|
|
has the meaning set out in clause
|
|
<a style="text-decoration: none; color: black" href="#14.1">14.1</a>;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td></td>
|
|
<td>"<strong>Quote Renewal Term</strong>"</td>
|
|
<td>
|
|
has the meaning set out in clause
|
|
<a style="text-decoration: none; color: black" href="#2.1">14.1</a>;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td></td>
|
|
<td>"<strong>Restrictive Open Source Software</strong>"</td>
|
|
<td>
|
|
means any software or software component that fulfils the definition of "open source" for the
|
|
purpose of the Open Source Definition maintained by the Open Source Initiative at
|
|
https://opensource.org/osd and also requires, as a condition of its use, that any software
|
|
created with, incorporating, derived from, and/or distributed with such software or software
|
|
components, must:
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td>(a)</td>
|
|
<td>be disclosed or distributed in source code form;</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(b)</td>
|
|
<td>be licensed under terms that permit making derivative works; and/or</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(c)</td>
|
|
<td>be re-distributable at no charge to subsequent licensees;</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td></td>
|
|
<td>"<strong>Services</strong>"</td>
|
|
<td>
|
|
means the services (including the supply of Software Materials and Support Services), set out in
|
|
the relevant Quote, to be provided by the Licensor under such Quote;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td></td>
|
|
<td>"<strong>Single Application Developer Licence</strong>"</td>
|
|
<td>
|
|
means a licence of the Software Materials granted to the Licensee which permits the Licensee
|
|
(and any of its Affiliates) to develop, between them, one Application using the Software
|
|
Materials in accordance with and subject to these Terms, provided that new versions and
|
|
different editions of an Application shall be considered, for the purposes of the number of
|
|
permitted Applications, to be the same as the original Application as long as they are in the
|
|
same evolutionary line;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td></td>
|
|
<td>"<strong>Software</strong>"</td>
|
|
<td>
|
|
means the software solution(s) made available by the Licensor and as further detailed in the
|
|
applicable Quote;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td></td>
|
|
<td>"<strong>Software Materials</strong>"</td>
|
|
<td>means, collectively, the Software and any applicable Documentation;</td>
|
|
</tr>
|
|
<tr>
|
|
<td></td>
|
|
<td>"<strong>Source Code</strong>"</td>
|
|
<td>
|
|
means the human-readable form of computer software, together with all documentation and comments
|
|
relating thereto sufficient for a reasonably skilled computer programmer to understand, use,
|
|
support and modify such computer software;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td></td>
|
|
<td>"<strong>Support Forum</strong>"</td>
|
|
<td>
|
|
has the meaning given to it in paragraph 1 of
|
|
<a style="text-decoration: none; color: black" href="#schedule-1">SCHEDULE 1</a>;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td></td>
|
|
<td>"<strong>Support Release</strong>"</td>
|
|
<td>
|
|
means a release of the Software which corrects faults, adds functionality or otherwise amends or
|
|
upgrades the Software, but which does not constitute a New Version;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td></td>
|
|
<td>"<strong>Support Request</strong>"</td>
|
|
<td>
|
|
means a request communicated by the Licensee to the Licensor via the Support Forum, to report an
|
|
Error and to request correction of the Error, or to request some other support service or
|
|
assistance;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td></td>
|
|
<td>"<strong>Support Services</strong>"</td>
|
|
<td>
|
|
means the support services, to be provided by the Licensor in respect of the Software (including
|
|
the provision of Updates), as set out in
|
|
<a style="text-decoration: none; color: black" href="#schedule-1">SCHEDULE 1</a>; and
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td></td>
|
|
<td>"<strong>UK Approved Addendum</strong>"</td>
|
|
<td>
|
|
means the template Addendum B1.0 issued by the UK's Information Commissioner's Office and laid
|
|
before Parliament in accordance with s119A of the Data Protection Act 2018 of the UK on 2
|
|
February 2022, in force on 21 March 2022, as it is revised under Section 18 of the UK Mandatory
|
|
Clauses;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td></td>
|
|
<td>"<strong>UK Mandatory Clauses</strong>"</td>
|
|
<td>
|
|
means the Mandatory Clauses of the UK Approved Addendum, as updated from time to time and
|
|
replaced by any final version published by the Information Commissioner's Office; and
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td></td>
|
|
<td>"<strong>Update</strong>"</td>
|
|
<td>means any Support Release and/or New Version.</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
<table id="interpretation" style="padding-top: 2%">
|
|
<tbody>
|
|
<tr>
|
|
<td>1.2</td>
|
|
<td>
|
|
<i> Interpretation </i>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td></td>
|
|
<td>
|
|
In these Terms (including the introduction and schedules) unless the context otherwise requires:
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td>(a)</td>
|
|
<td>
|
|
reference to a person includes a legal person (such as a limited company) as
|
|
well as a natural person;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(b)</td>
|
|
<td>
|
|
reference to these Terms includes the schedules and appendices and other
|
|
documents attached to it or incorporated by reference into it (all as amended,
|
|
added to or replaced from time to time);
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(c)</td>
|
|
<td>
|
|
references to clauses or schedules shall be to those in or to these Terms and
|
|
references to paragraphs shall be to paragraphs of the schedules or annexes to
|
|
the schedules (as the case may be);
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(d)</td>
|
|
<td>
|
|
clause headings are for convenience only and shall not affect the construction
|
|
of these Terms;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(e)</td>
|
|
<td>
|
|
reference to "<strong>including</strong>" or any similar terms in these Terms
|
|
shall be treated as being by way of example and shall not limit the general
|
|
applicability of any preceding words; and
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(f)</td>
|
|
<td>
|
|
reference to any legislation shall be to that legislation as amended, extended
|
|
or re-enacted from time to time and to any subordinate provision made under that
|
|
legislation.
|
|
</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>
|
|
<h4 id="basis-of-terms">2.</h4>
|
|
</td>
|
|
<td>
|
|
<h4>Basis of terms</h4>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td id="2.1">2.1</td>
|
|
<td>
|
|
These Terms are framework terms further to which the parties may enter into a Licence Quote in
|
|
respect of Services to be provided by the Licensor to the Licensee. The parties may also, from
|
|
time to time after the Licence Quote enter into additional quotes (whether in online, electronic
|
|
or printed form) in respect of:
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td>(a)</td>
|
|
<td>
|
|
additional Licensee Developers, Production Environment(s) and/or to add on a
|
|
Single Application Developer Licence, Multiple Applications Developer Licence
|
|
and/or Deployment Licence Add-On in excess of the terms set out in the Licence
|
|
Quote (together referred to as "<strong>Additional Usage</strong>"); or
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(b)</td>
|
|
<td>a renewed period of Support Services,</td>
|
|
</tr>
|
|
<tr>
|
|
<td></td>
|
|
<td>(each an "<strong>Additional Quote</strong>").</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td id="2.2">2.2</td>
|
|
<td>
|
|
Each such Licence Quote and Additional Quote (each a "<strong>Quote</strong>" and together
|
|
referred to as a "<strong>Quotes</strong>"), once agreed in accordance with clause 2.3, shall
|
|
constitute a separate contract for the provision of the Services specified in such Quote,
|
|
incorporating these Terms.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td id="2.3">2.3</td>
|
|
<td>
|
|
The Licensor will only provide Services to the Licensee further to a Quote. No Quote shall be
|
|
binding on either party unless and until agreed by both parties.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>2.4</td>
|
|
<td>
|
|
All Quotes entered into with the Licensee will be subject to the terms set out in these Terms.
|
|
No terms or conditions endorsed upon, delivered with or contained in any quotation, estimate,
|
|
correspondence, acknowledgement or acceptance of order or any similar document issued by the
|
|
Licensee shall form part of any contract between the Licensor and the Licensee.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>2.5</td>
|
|
<td>
|
|
The purchase of Additional Usage will entitle the Licensee to the provision of extended Support
|
|
Services for a period of 1 year from the relevant Quote Effective Date (or such other period as
|
|
expressly set out in any Quote).
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>2.6</td>
|
|
<td>
|
|
In the event of any conflict or inconsistency between the terms of these Terms and the terms of
|
|
any Quote, the terms of the relevant Quote shall prevail only to the extent of any such conflict
|
|
or inconsistency.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td id="provision-of-licensed-materials-and-support-services">
|
|
<h4>3.</h4>
|
|
</td>
|
|
<td>
|
|
<h4>Provision of Software Materials and Support Services</h4>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td id="3.1">3.1</td>
|
|
<td>
|
|
The Licensor shall make the Software Materials available in Source Code form at
|
|
https://github.com/ag-grid on the first Quote Effective Date by provision of an activation key
|
|
and any login details required to access the Software Materials, subject to payment of the Fees.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td id="3.2">3.2</td>
|
|
<td>
|
|
Subject to clauses 3.3 and 3.4 below, the Licensor grants to the Licensee and its Affiliates a
|
|
worldwide, perpetual, non-exclusive, non-transferable, non-sublicensable, royalty-free licence
|
|
(in the form of a Single Application and/or Multiple Applications Developer Licence), commencing
|
|
on the relevant Quote Effective Date, to permit Licensee Developers to use the Software
|
|
Materials (including taking all the actions permitted by clause 3.4 below) in accordance with
|
|
these Terms, subject to the limit on the number of permitted Licensee Developers set out in the
|
|
relevant Quote. Members within the group of Licensee Developers can be replaced with alternative
|
|
members as long as the number of concurrent Licensee Developers at any time does not exceed the
|
|
limit set out in the relevant Quote. For the purposes of this limit, each developer modifying
|
|
JavaScript code as part of the creation or Modification of an Application's user interface,
|
|
which user interface creation or Modification uses the Software shall constitute a separate
|
|
Licensee Developer. For example, if the Licensee has five developers working with JavaScript
|
|
code with respect to the creation or Modification of the user interface of an Application and
|
|
such creation or Modification uses the Software, but only two developers are directly working
|
|
with the Software, all five developers will be counted as Licensee Developers.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td id="3.3">3.3</td>
|
|
<td>
|
|
Notwithstanding anything else in these Terms, if the relevant Quote specifies that a Deployment
|
|
Licence Add-On is being granted by the Licensor to the Licensee then:
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td>(a)</td>
|
|
<td>
|
|
subject to this clause 3.3, the licence granted in clause 3.2 shall be
|
|
sub-licensable and subject to the limit on the number of permitted Production
|
|
Environment(s) set out in the relevant Quote;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(b)</td>
|
|
<td>
|
|
subject to this clause 3.3 and clause 3.4(a), the Deployment Licence Add-On
|
|
shall be subject to the same applicable licence restrictions as set out in these
|
|
Terms; and
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(c)</td>
|
|
<td>
|
|
the Licensee shall ensure (and shall procure that its Affiliates shall ensure)
|
|
that the terms of any sub-licence are in writing and are substantially the same
|
|
and as restrictive as the terms of these Terms (except that the sub-licensee
|
|
shall not have the right to sub-licence its rights).
|
|
</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td id="3.4">3.4</td>
|
|
<td>
|
|
The Licensee and its Affiliates may use the Software Materials to install, load, launch, access,
|
|
run, execute, operate, and archive the Software Materials for production, test, archival,
|
|
emergency re-start and disaster recovery purposes and to develop and create derivative works
|
|
from the Software Materials in the form of Applications, provided that:
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td id="3.4.a">(a)</td>
|
|
<td>
|
|
unless the relevant Quote specifies that a Deployment Licence Add-On is being
|
|
granted by the Licensor to the Licensee, any Application created must be used
|
|
for the Licensee's and its Affiliates' internal business purposes only and must
|
|
not be licensed to third parties; and
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(b)</td>
|
|
<td>
|
|
the Licensee and its Affiliates shall not permit any end user of any Application
|
|
to use the Software independently of, or by or with any applications other than,
|
|
the Application being used by that end user.
|
|
</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td id="3.5">3.5</td>
|
|
<td>
|
|
For the avoidance of doubt, the Licensee and its Affiliates shall be permitted to create
|
|
Modifications to the Source Code to the Software for the Licensee's (and its Affiliates') use of
|
|
the Software in accordance with these Terms. In the event that the Licensee and/or its
|
|
Affiliates creates any Modifications to the Source Code to the Software, the Licensor shall not
|
|
be obliged to provide the Support Services in relation to any such Modification(s) from the date
|
|
on which any such Modification(s) take place.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td id="3.6">3.6</td>
|
|
<td>
|
|
The Licensee and its Affiliates shall not change or remove the copyright notice from any of the
|
|
files included in the Software Materials.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td id="3.7">3.7</td>
|
|
<td>
|
|
The Licensee and its Affiliates shall not redistribute the Software Materials or any
|
|
Modifications other than as expressly permitted by these Terms. For the avoidance of doubt, the
|
|
Licensee and its Affiliates shall not redistribute the Software Materials or any Modifications:
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td>(a)</td>
|
|
<td>
|
|
other than by including the Software or a portion of the Software within
|
|
Application(s); and
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(b)</td>
|
|
<td>
|
|
as part of any Application that can be described as a development toolkit or
|
|
library, an application builder, a website builder, a user interface designer,
|
|
or any application that is intended for use by software, application, or website
|
|
developers or designers, or has a similar purpose or functionality (as
|
|
determined by the Licensor).
|
|
</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td id="3.8">3.8</td>
|
|
<td>
|
|
Subject to clause
|
|
<a style="text-decoration: none; color: black" href="#3.5">3.5</a>, the Licensor will provide
|
|
the Support Services to the Licensee Developers in accordance with
|
|
<a style="text-decoration: none; color: black" href="#schedule-1">SCHEDULE 1</a>
|
|
for a period of 1 year from the relevant Quote Effective Date, or for such other period as
|
|
expressly set out in the relevant Quote.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>3.9</td>
|
|
<td>
|
|
The Licensee shall ensure that all its Affiliates comply with all obligations of the Affiliates
|
|
under these Terms, including all restrictions on the licence granted under clause
|
|
<a style="text-decoration: none; color: black" href="#3.2">3.2</a>
|
|
(notwithstanding the fact that the Affiliates are not party to these Terms). The Licensee shall
|
|
be liable for all acts or omissions of the Affiliates in relation to these Terms as if such acts
|
|
or omissions were the acts or omissions of the Licensee.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td id="trial-licence">
|
|
<h4>4.</h4>
|
|
</td>
|
|
<td>
|
|
<h4>Trial Licence</h4>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>4.1</td>
|
|
<td>This clause 4 only applies where a trial licence is being granted.</td>
|
|
</tr>
|
|
<tr>
|
|
<td>4.2</td>
|
|
<td>
|
|
Notwithstanding anything else in these Terms, if a trial licence is being granted by the
|
|
Licensor to the Licensee, then:
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td>(a)</td>
|
|
<td>
|
|
clauses
|
|
<a style="text-decoration: none; color: black" href="#3.1">3.1</a>,
|
|
<a style="text-decoration: none; color: black" href="#3.2">3.2</a>,
|
|
<a style="text-decoration: none; color: black" href="#3.3">3.3</a>,
|
|
<a style="text-decoration: none; color: black" href="#3.4">3.4</a>
|
|
and
|
|
<a style="text-decoration: none; color: black" href="#3.8">3.8</a>
|
|
shall not apply (unless and until a Licence Quote is entered into between the
|
|
parties), and the Licensor instead hereby grants the Licensee and its Affiliates
|
|
a revocable, non-exclusive, perpetual, non-transferable and non-sublicensable
|
|
licence to install, load, launch, access, run, execute, operate, and archive the
|
|
Software Materials (as made available on the Effective Date) solely for the
|
|
Licensee's and its Affiliates' internal evaluation and review purposes to
|
|
determine whether to enter into a paid licence of the Software and not for any
|
|
other purpose;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(b)</td>
|
|
<td>
|
|
the Licensee shall be able to access the Software Materials in Source Code form
|
|
at https://www.github.com/ag-grid on the Effective Date;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(c)</td>
|
|
<td>
|
|
clauses
|
|
<a
|
|
style="text-decoration: none; color: black"
|
|
href="#commencement-and-duration-of-terms"
|
|
>13</a
|
|
>
|
|
and
|
|
<a
|
|
style="text-decoration: none; color: black"
|
|
href="#commencement-and-duration-of-quotes"
|
|
>14</a
|
|
>
|
|
shall not apply and these Terms shall commence on the Effective Date and shall
|
|
continue:
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td>(i)</td>
|
|
<td>
|
|
for a period of 60 days, consisting of a trial period of 30 days
|
|
and a further period of 30 days during which the parties can
|
|
agree to enter into a Licence Quote, provided that the entering
|
|
into of a Licence Quote shall cause clauses
|
|
<a
|
|
style="text-decoration: none; color: black"
|
|
href="#commencement-and-duration-of-terms"
|
|
>13</a
|
|
>
|
|
and
|
|
<a
|
|
style="text-decoration: none; color: black"
|
|
href="#commencement-and-duration-of-quotes"
|
|
>14</a
|
|
>
|
|
to apply; or
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(ii)</td>
|
|
<td>until terminated by either party,</td>
|
|
</tr>
|
|
<tr>
|
|
<td></td>
|
|
<td>whichever is first;</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(d)</td>
|
|
<td>
|
|
clauses
|
|
<a
|
|
style="text-decoration: none; color: black"
|
|
href="#charges-invoicing-and-payment"
|
|
>5</a
|
|
>,
|
|
<a style="text-decoration: none; color: black" href="#6.1.f">6.1(f)</a>
|
|
and
|
|
<a style="text-decoration: none; color: black" href="#indemnities">9</a>
|
|
shall not apply (unless and until a Licence Quote is entered into between the
|
|
parties);
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(e)</td>
|
|
<td>
|
|
the Licensee acknowledges that the Software may place watermarks on output
|
|
(including any software that incorporates any part of the Software), have
|
|
limited functionality, function for a limited period of time, or limit the
|
|
functionality or time of functioning of any output. The Licensee acknowledges
|
|
that access to and/or use of any files or output created with the Software is
|
|
entirely at the Licensee's own risk; and
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(f)</td>
|
|
<td>
|
|
notwithstanding anything else in these Terms, the Licensor shall only be
|
|
required to provide the evaluation support services to the Licensee Developers
|
|
as described in paragraph
|
|
<a style="text-decoration: none; color: black" href="#sch1.1.1.a">1.1(a)</a>
|
|
of
|
|
<a style="text-decoration: none; color: black" href="#schedule-1">SCHEDULE 1</a
|
|
>.
|
|
</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>4.2</td>
|
|
<td>
|
|
Subject always to clause
|
|
<a style="text-decoration: none; color: black" href="#10.1">10.1</a>, the Licensee acknowledges
|
|
in respect of its use of the trial licence of the Software Materials, it is:
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td>(a)</td>
|
|
<td>provided for internal evaluation and review purposes only;</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(b)</td>
|
|
<td>
|
|
being used, tested and evaluated by the Licensee and its Affiliates at its own
|
|
risk; and
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(c)</td>
|
|
<td>
|
|
the only means by which the Licensee can test whether the Software Materials
|
|
will be suitable for the Licensee's and its Affiliates' purposes and that there
|
|
shall be no acceptance testing process available in relation to the Software
|
|
Materials once a paid licence of the Software has been purchased by the
|
|
Licensee.
|
|
</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td id="charges-invoicing-and-payment">
|
|
<h4>5.</h4>
|
|
</td>
|
|
<td>
|
|
<h4>Charges, invoicing and payment</h4>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>5.1</td>
|
|
<td>
|
|
The Fees will be invoiced by the Licensor annually in advance upon the relevant Quote Effective
|
|
Date. Unless otherwise agreed in writing between the parties, the Licensee must pay each valid
|
|
invoice within 30 days of the date of the invoice.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>5.2</td>
|
|
<td>
|
|
Unless otherwise expressly provided in these Terms, all amounts referred to in these Terms are
|
|
exclusive of value added tax ("<strong>VAT</strong>") which, where chargeable by the Licensor,
|
|
shall be payable by the Licensee at the rate and in the manner prescribed by law. All other
|
|
taxes, duties, customs or similar charges shall be the responsibility of the Licensor.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>5.3</td>
|
|
<td>
|
|
The Licensor will invoice, and the Licensee will pay invoices in USD, unless otherwise agreed.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>
|
|
<h4 id="warranties">6.</h4>
|
|
</td>
|
|
<td>
|
|
<h4>Warranties</h4>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td id="6.1">6.1</td>
|
|
<td>
|
|
The Licensor represents and warrants that:
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td>(a)</td>
|
|
<td>
|
|
it has the right to enter into these Terms and to license the Software Materials
|
|
and provide the Support Services (if any) as contemplated by these Terms;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(b)</td>
|
|
<td>
|
|
the Support Services (if any) shall be performed with reasonable care, skill and
|
|
diligence;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(c)</td>
|
|
<td>
|
|
the Software Materials and Support Services (if any) shall comply with all
|
|
applicable laws, regulatory requirements, mandatory standards and codes of
|
|
practice of any competent authority for the time being in force;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(d)</td>
|
|
<td>
|
|
it shall not knowingly introduce into any the Software any computer software
|
|
routine intended or designed to disable, damage, erase, disrupt or impair the
|
|
normal operation of, or provide unauthorised access to or modification or
|
|
monitoring of, any computer system or any software or information stored on any
|
|
computer system, including viruses, worms, time bombs, time locks, drop-dead
|
|
devices, access codes, security keys, back oors or trap door devices;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(e)</td>
|
|
<td>
|
|
the Software does not, and shall not, contain any Restrictive Open Source
|
|
Software; and
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td id="6.1.f">(f)</td>
|
|
<td>
|
|
the Software shall perform substantially in accordance with the Documentation
|
|
for a period of 90 days after: (i) the first Quote Effective Date; and (ii) the
|
|
provision of a New Version in accordance with these Terms, provided that this
|
|
warranty shall not apply to error or failure resulting from: (i) machine error;
|
|
(ii) the Licensee's (and/or its Affiliates') failure to follow operating
|
|
instructions; (iii) negligence or accident by any person or entity other than
|
|
the Licensor; or (iv) modifications to the Software by any person or entity
|
|
other than the Licensor.
|
|
</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>6.2</td>
|
|
<td>
|
|
The Licensee represents and warrants that:
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td>(a)</td>
|
|
<td>
|
|
it has the right to enter into these Terms and to perform its obligations as
|
|
contemplated by these Terms; and
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(b)</td>
|
|
<td>
|
|
in the performance of its obligations under these Terms, it shall comply with
|
|
(and shall procure that its Affiliates shall comply with) all applicable laws,
|
|
regulatory requirements, mandatory standards and codes of practice of any
|
|
competent authority for the time being in force.
|
|
</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>6.3</td>
|
|
<td>
|
|
THE LICENSOR DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE MATERIALS OR THE CODE PRODUCED
|
|
BY THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. THE LICENSOR PROVIDES THE SOFTWARE
|
|
MATERIALS ON AN "AS IS" BASIS AND ALL WARRANTIES NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING
|
|
ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
|
|
ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>6.4</td>
|
|
<td>
|
|
THE LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR A BREACH OF THE WARRANTY IN CLAUSE 6.1(f) SHALL BE
|
|
TO REQUIRE THE LICENSOR TO REPAIR THE AFFECTED PORTION OF THE SOFTWARE TO ENSURE THAT IT
|
|
COMPLIES WITH THE DOCUMENTATION.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>
|
|
<h4 id="insurance">7.</h4>
|
|
</td>
|
|
<td>
|
|
<h4>Insurance</h4>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>7.1</td>
|
|
<td>
|
|
Without prejudice to the Licensee's obligations and liabilities under these Terms, the Licensee
|
|
shall effect and maintain in force for the duration of these Terms, with reputable and
|
|
substantial insurers, such policies of insurance as are sufficient for a business of the
|
|
Licensee's type and to cover all potential liability of the Licensee under these Terms,
|
|
including professional indemnity insurance and public liability insurance. If coverage is
|
|
written on a claims made basis, it shall be maintained by the Licensee for at least six years
|
|
following the termination of these Terms. The Licensee shall, on the Licensor's request, produce
|
|
both the insurance certificate giving details of cover and the receipt for the current year's
|
|
premium in respect of each insurance.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>
|
|
<h4 id="intellectual-property-rights">8.</h4>
|
|
</td>
|
|
<td>
|
|
<h4>Intellectual Property Rights</h4>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td id="8.1">8.1</td>
|
|
<td>
|
|
All Intellectual Property Rights in the Licensor Materials and Software Materials shall, at all
|
|
imes, be and remain the exclusive property of the Licensor or its third-party licensors. The
|
|
Licensor grants the Licensee, for the term of these Terms, a limited, non-transferable,
|
|
royalty-free, non-exclusive licence to use the Licensor Materials for the Licensee's internal
|
|
business purposes only in connection with the receipt of the Software Materials and Support
|
|
Services in accordance with these Terms.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>8.2</td>
|
|
<td>
|
|
All Intellectual Property Rights in the Licensee Materials shall, at all times, be and remain
|
|
the exclusive property of the Licensee or its third-party licensors. If applicable, the Licensee
|
|
grants the Licensor, for the term of these Terms, a limited, non-transferable, royalty-free,
|
|
non-exclusive licence to use the Licensee Materials only for the purpose of carrying out its
|
|
obligations in accordance with these Terms. Subject to clause 8.1, no Intellectual Property
|
|
Rights in any Application or Modification created by the Licensee will be deemed to transfer to
|
|
the Licensor under these Terms.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td id="8.3">8.3</td>
|
|
<td>
|
|
Each party may use or re-use any skills, knowledge, experience, technical information,
|
|
inventions, ideas or techniques of whatever nature utilised or gained by such party in the
|
|
course of performing its obligations under these Terms ("<strong>Know-how</strong>"), for its
|
|
own benefit or the benefit of third parties, provided that such Know-how does not involve:
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td>(a)</td>
|
|
<td>
|
|
the infringement of any part of the Intellectual Property Rights belonging to
|
|
the other party (or the other party's third-party licensors); or
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(b)</td>
|
|
<td>
|
|
the use or disclosure of Confidential Information of the ther party where such
|
|
use or disclosure would be in breach of clause
|
|
<a style="text-decoration: none; color: black" href="#confidentiality">11</a>.
|
|
</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>
|
|
<h4 id="indemnities">9.</h4>
|
|
</td>
|
|
<td>
|
|
<h4>Indemnities</h4>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>9.1</td>
|
|
<td>
|
|
The Licensor shall indemnify, defend and hold harmless the Licensee against all Losses that the
|
|
Licensee incurs or suffers however arising as a result of or in connection with any claim that
|
|
the receipt, possession or use of any of the Software Materials, Licensor Materials and/or
|
|
Support Services by the Licensee infringes the Intellectual Property Rights or other proprietary
|
|
rights of any third party, provided that:
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td>(a)</td>
|
|
<td>
|
|
the Licensee notifies the Licensor in writing as soon as easonably practicable
|
|
of any claim under clause 9.1 of which the Licensee has notice (an "<strong
|
|
>Indemnified Claim</strong
|
|
>");
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(b)</td>
|
|
<td>
|
|
the Licensee does not admit any liability or agree to any settlement or
|
|
compromise of an Indemnified Claim without the prior written consent of the
|
|
Licensor, which shall not be unreasonably withheld or delayed;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(c)</td>
|
|
<td>
|
|
the Licensor shall, at any time from notification in accordance with clause
|
|
9.1(a), at the Licensor's request, cost and expense, be entitled to assume
|
|
exclusive conduct of the Indemnified Claim (which shall include the right to
|
|
conduct any proceedings or action in relation to, negotiate the settlement of,
|
|
and to conduct all discussions and dispute resolution efforts in connection with
|
|
the Indemnified Claim, provided that no settlement of a claim which would or
|
|
might affect any rights of the Licensee, or involve any admission of fault or
|
|
liability on the part of the Licensee, shall be entered into without the
|
|
Licensee's prior written consent); and
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(d)</td>
|
|
<td>
|
|
the Licensee shall give the Licensor all assistance that the Licensor may
|
|
reasonably require in connection with the conduct of the Indemnified Claim.
|
|
</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>9.2</td>
|
|
<td>
|
|
Without prejudice to clause 9.1, in the event that the receipt, possession or use of any of the
|
|
Software Materials, Licensor Materials and/or Support Services is restricted as a result of any
|
|
claim for which the Licensor is obliged to indemnify under clause 9.1, the Licensor may, at its
|
|
discretion, either procure the rights necessary for continued receipt, possession and use or
|
|
promptly carry out such modification or replacement as may be necessary to make receipt,
|
|
possession and use non-infringing.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>9.3</td>
|
|
<td>
|
|
The Licensor's obligations in clauses 9.1 and 9.2 shall not apply if the third party claim
|
|
against the Licensee:
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td>(a)</td>
|
|
<td>
|
|
does not state with specificity that the Software Materials, Licensor Materials
|
|
and/or Support Services are the basis of the third party claim against the
|
|
Licensee;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(b)</td>
|
|
<td>
|
|
arises from the use or combination of the Software Materials, Licensor Materials
|
|
and/or Support Services or any part thereof with software, hardware, data,
|
|
materials, or processes not provided by the Licensor and the infringement would
|
|
not have occurred without such use or combination;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(c)</td>
|
|
<td>
|
|
arises from Software Materials, Licensor Materials and/or Support Services
|
|
provided to the Licensee at no charge; or
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(d)</td>
|
|
<td>
|
|
arises from the Licensee Materials, or the acts or omissions of Licensee
|
|
Developers, or the Licensee's breach of these Terms.
|
|
</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>
|
|
<h4 id="exclusions-and-limitations">10.</h4>
|
|
</td>
|
|
<td>
|
|
<h4>Exclusions and limitations</h4>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>10.1</td>
|
|
<td>
|
|
Neither party's liability:
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td>(a)</td>
|
|
<td>for death or personal injury caused by its negligence;</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(b)</td>
|
|
<td>
|
|
for fraudulent misrepresentation or for any other fraudulent act or omission;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(c)</td>
|
|
<td>
|
|
for breach of clauses
|
|
<a style="text-decoration: none; color: black" href="#3.6">3.6</a>,
|
|
<a style="text-decoration: none; color: black" href="#3.7">3.7</a>
|
|
and/or
|
|
<a style="text-decoration: none; color: black" href="#confidentiality">11</a>;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(d)</td>
|
|
<td>for breach of any indemnity contained in these Terms; or</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(e)</td>
|
|
<td>for any other liability which may not lawfully be excluded or limited;</td>
|
|
</tr>
|
|
<tr>
|
|
<td></td>
|
|
<td>
|
|
is excluded or limited by these Terms, even if any other term of these Terms
|
|
would otherwise suggest that this might be the case.
|
|
</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>10.2</td>
|
|
<td>
|
|
SUBJECT TO CLAUSE 10.1, NEITHER PARTY SHALL BE LIABLE FOR:
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td>(a)</td>
|
|
<td>ANY INDIRECT, CONSEQUENTIAL OR SPECIAL LOSS;</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(b)</td>
|
|
<td>ANY LOSS OF PROFIT;</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(c)</td>
|
|
<td>LOSS OF BUSINESS OR CONTRACTS;</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(d)</td>
|
|
<td>LOST PRODUCTION OR OPERATION TIME;</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(e)</td>
|
|
<td>LOSS OF OR CORRUPTION TO DATA; OR</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(f)</td>
|
|
<td>LOSS OF GOODWILL OR ANTICIPATED SAVINGS;</td>
|
|
</tr>
|
|
<tr>
|
|
<td></td>
|
|
<td>
|
|
HOWEVER ARISING (WHETHER FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),
|
|
BREACH OF STATUTORY DUTY OR OTHERWISE), WHETHER OR NOT SUCH LOSS WAS FORESEEABLE
|
|
OR IF THE PARTY WHICH WOULD OTHERWISE BE LIABLE FOR SUCH LOSS WAS ADVISED OF ITS
|
|
POSSIBILITY (AND, FOR THE PURPOSES OF THIS CLAUSE 10.2, THE TERM
|
|
"<strong>LOSS</strong>" INCLUDES A PARTIAL LOSS OR REDUCTION IN VALUE AS WELL AS
|
|
A COMPLETE OR TOTAL LOSS).
|
|
</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>10.3</td>
|
|
<td>
|
|
SUBJECT TO CLAUSES 10.1 AND 10.2, A PARTY'S TOTAL LIABILITY TO THE OTHER PARTY ARISING OUT OF OR
|
|
RELATING TO THESE TERMS OR ITS SUBJECT MATTER AND TO ANYTHING WHICH IT HAS DONE OR NOT DONE IN
|
|
CONNECTION WITH THE SAME (WHETHER FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH
|
|
OF STATUTORY DUTY OR OTHERWISE) SHALL BE LIMITED, IN AGGREGATE FOR ALL CLAIMS ARISING, TO THE
|
|
GREATER OF: (A) THE TOTAL OF ALL AMOUNTS PAYABLE (WHETHER OR NOT YET PAID) BY THE LICENSEE UNDER
|
|
THESE TERMS; AND (B) $5,000. THE TOTAL LIABILITY OF A PARTY FOR ANY SPECIFIC EVENT WILL NOT
|
|
EXCEED THE TOTAL AGGREGATE LIABILITY FOR SUCH PARTY, AS CALCULATED ABOVE, LESS ANY SUMS PAYABLE
|
|
FOR PREVIOUS EVENTS GIVING RISE TO LIABILITY ON THE PART OF SUCH PARTY THAT HAVE OCCURRED PRIOR
|
|
TO THE DATE OF THE SPECIFIC EVENT.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>
|
|
<h4 id="confidentiality">11.</h4>
|
|
</td>
|
|
<td>
|
|
<h4>Confidentiality</h4>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>11.1</td>
|
|
<td>
|
|
Each party shall:
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td>(a)</td>
|
|
<td>
|
|
keep confidential all Confidential Information of the other party which it
|
|
receives in connection with these Terms;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(b)</td>
|
|
<td>
|
|
only use such Confidential Information as strictly necessary for the performance
|
|
of, or exercise of its rights under, these Terms;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(c)</td>
|
|
<td>
|
|
subject to clause 11.2, not disclose such Confidential Information to any third
|
|
party, other than its professional advisers, officers, employees, agents,
|
|
contractors and sub-contractors (and any Affiliates and sub-licensees where
|
|
permitted under these Terms) on a 'need to know' basis as strictly required for
|
|
the purposes of and as permitted under these Terms and subject to each such
|
|
person being bound by an obligation of confidentiality equivalent to this clause
|
|
11; and
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(d)</td>
|
|
<td>
|
|
promptly, upon request and, in any event, upon termination of these Terms(for
|
|
whatever reason), return to the other party all materials (in whatever form)
|
|
incorporating, embodying or recording any such Confidential Information in its
|
|
possession or control and, if requested by the other party, certify in writing
|
|
that it has done so.
|
|
</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>11.2</td>
|
|
<td>
|
|
Either party may disclose the other's Confidential Information to the extent required by law or
|
|
by any court, tribunal, regulator or other authority with competent jurisdiction to order its
|
|
disclosure (but only to the extent of such requirement), provided that, to the extent permitted
|
|
by law, the party compelled to make such disclosure shall notify the other party of the
|
|
disclosure in advance.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>
|
|
<h4 id="data-protection">12.</h4>
|
|
</td>
|
|
<td>
|
|
<h4>Data protection</h4>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>12.1</td>
|
|
<td>
|
|
Each party shall at all times during the term of these Terms, comply with the Data Protection
|
|
Legislation.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>12.2</td>
|
|
<td>
|
|
The Licensor sets out how it uses end user personal data in its privacy policy (that can be
|
|
found at https://www.ag-grid.com/privacy).
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>12.3</td>
|
|
<td>
|
|
The Licensee shall not send the Licensor any personal data or carry out any act or omission
|
|
which would result in the Licensor processing any personal data, from which any individual may
|
|
be directly or indirectly identified, unless otherwise expressly agreed between the parties in
|
|
advance.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>12.4</td>
|
|
<td>
|
|
It is not expected that the Licensor will process any personal data in the provision of the
|
|
Services as a processor for GDPR purposes but if it does the parties shall ensure data
|
|
processing clauses are included in the relevant Order.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>12.5</td>
|
|
<td>
|
|
The Licensor does not anticipate that it will receive Personal Data when providing the Support
|
|
Services, however, to the extent that the parties do share any Personal Data for the purposes of
|
|
the provision of the Support Services, the parties agree they will be independent controllers of
|
|
any Personal Data shared and shall each comply with their obligations under Data Protection
|
|
Legislation.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>12.6</td>
|
|
<td>
|
|
Where Personal Data shared as part of the Support Services is transferred outside the UK or the
|
|
EEA, except if to an Adequate Country, the parties agree that the EU SCCs as amended by the UK
|
|
Approved Addendum shall apply in respect of that processing. The Licensor is the "data importer"
|
|
and will comply with the obligations of the "data importer" in the EU SCCs accordingly and the
|
|
Licensee is the "data exporter" and will comply with the obligations of the "data exporter"
|
|
accordingly.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>12.7</td>
|
|
<td>
|
|
The EU SCCs will apply as follows
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td>(a)</td>
|
|
<td>clause 7 (Docking Clause) of Section 1 will apply;</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(b)</td>
|
|
<td>
|
|
the second paragraph of clause 11 (a) (Redress) of Section II (relating to an
|
|
independent resolution body) will not apply;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(c)</td>
|
|
<td>
|
|
clause 13 (a) (Supervision) of Section II will apply based on where the
|
|
Licensee, as data exporter is: (i) established in the EU: "the supervisory
|
|
authority with responsibility for ensuring compliance by the data exporter with
|
|
Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C
|
|
will act as competent supervisory authority"; (ii) outside of the EU but within
|
|
the extraterritorial scope of the EU GDPR and has appointed an EU
|
|
representative: "the supervisory authority of the Member State in which the
|
|
representative within the meaning of Article 27 (1) of Regulation EU 2016/ 679
|
|
is established, as indicated in Annex I.C will act as competent supervisory
|
|
authority"; (iii) outside of the EU but within the extraterritorial scope of the
|
|
EU GDPR and is not required to appoint an EU representative: "The supervisory
|
|
authority is one of the Member States in which the data subjects whose personal
|
|
data is transferred under these clauses in relation to the offering of goods or
|
|
services to them, or whose behaviour is monitored, are located, as indicated in
|
|
Annex I.C, will act as competent supervisory authority."
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(d)</td>
|
|
<td>
|
|
Option 1 of clause 17 will apply and the governing law will be the law of the
|
|
Republic of Ireland; and
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(e)</td>
|
|
<td>in clause 18 (b), the courts will be the courts of the Republic of Ireland.</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td id="12.8">12.8</td>
|
|
<td>
|
|
The UK Approved Addendum shall apply as set out in
|
|
<a style="text-decoration: none; color: black" href="#exhibit-b">Exhibit B</a>
|
|
to these Terms.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>
|
|
<h4 id="commencement-and-duration-of-terms">13.</h4>
|
|
</td>
|
|
<td>
|
|
<h4>Commencement and duration of Terms</h4>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>13.1</td>
|
|
<td>
|
|
These Terms shall commence on the Effective Date and shall, unless sooner terminated in
|
|
accordance with its terms, terminate automatically without notice on expiry or termination of
|
|
the last Quote.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>
|
|
<h4 id="commencement-and-duration-of-quotes">14.</h4>
|
|
</td>
|
|
<td>
|
|
<h4>Commencement and duration of Quotes</h4>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td id="14.1">14.1</td>
|
|
<td>
|
|
The relevant Quote is effective as of the later of the: (i) Effective Date; and (ii) effective
|
|
date set out in the relevant Quote ("<strong>Quote Effective Date</strong>"). The relevant Quote
|
|
shall commence on the relevant Quote Effective Date and shall, unless sooner terminated in
|
|
accordance with its terms or these Terms, continue for a period of 12 months ("<strong
|
|
>Quote</strong
|
|
>
|
|
<strong>Initial Term</strong>") when it shall terminate automatically without notice unless, no
|
|
later than 30 days before the end of the relevant Quote Initial Term (or any Quote Renewal Term
|
|
agreed in accordance with this clause), the parties agree in writing (by entering into an
|
|
Additional Quote), that the terms of the relevant Quote shall be extended for a period of 12
|
|
months from the effective date set out in the relevant Additional Quote, unless the terms of the
|
|
relevant Additional Quote expressly state otherwise: ("<strong>Quote</strong>
|
|
<strong>Renewal Term</strong>)".
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>14.2</td>
|
|
<td>
|
|
Unless the relevant Quote is further extended in accordance with this clause or terminated
|
|
earlier in accordance with its terms or these Terms, the relevant Quote shall terminate
|
|
automatically without notice at the end of the relevant Quote Renewal Term.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>
|
|
<h4 id="termination">15.</h4>
|
|
</td>
|
|
<td>
|
|
<h4>Termination</h4>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>15.1</td>
|
|
<td>
|
|
Either party may terminate these Terms and/or any Quote by giving the other written notice if:
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td>(a)</td>
|
|
<td>
|
|
the other materially breaches any term of these Terms and it is not possible to
|
|
remedy that breach;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(b)</td>
|
|
<td>
|
|
the other materially breaches any term of these Terms and it is possible to
|
|
remedy that breach, but the other fails to do so within 30 days of being
|
|
requested in writing to do so;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(c)</td>
|
|
<td>
|
|
the other suffers or undergoes an Insolvency Event and to the extent such
|
|
termination is permitted under applicable law; or
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(d)</td>
|
|
<td>
|
|
the other is delayed in performing its obligations under these Terms under
|
|
clause
|
|
<a style="text-decoration: none; color: black" href="#force-majeure">17</a>
|
|
for a period of 30 days or more.
|
|
</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
For the purposes of this clause 15.1, in order for it to be possible to remedy a breach it must
|
|
be possible to take steps so as to put the other party into the same position which (save as to
|
|
the date) it would have been in if the breach had never occurred.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>
|
|
<h4 id="consequences-of-termination">16.</h4>
|
|
</td>
|
|
<td>
|
|
<h4>Consequences of termination</h4>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>16.1</td>
|
|
<td>
|
|
Termination of any Quote will not have the effect of terminating the whole Terms or any other
|
|
Quote, but termination of these Terms will automatically terminate all Quotes.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>16.2</td>
|
|
<td>
|
|
Termination of these Terms and/or any Quote for any reason will not affect:
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td>(a)</td>
|
|
<td>
|
|
any accrued rights or liabilities which either party may have by the time
|
|
termination takes effect; or
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(b)</td>
|
|
<td>
|
|
the coming into force or the continuation in force of any of its provisions that
|
|
expressly or by implication are intended to come into force or continue in orce
|
|
on or after termination. Without prejudice to the foregoing, clauses
|
|
<a
|
|
style="text-decoration: none; color: black"
|
|
href="#provision-of-licensed-materials-and-support-services"
|
|
>3</a
|
|
>, <a style="text-decoration: none; color: black" href="#trial-licence">4</a>,
|
|
<a style="text-decoration: none; color: black" href="#warranties">6</a>,
|
|
<a style="text-decoration: none; color: black" href="#insurance">7</a>,
|
|
<a style="text-decoration: none; color: black" href="#indemnities">9</a>,
|
|
<a
|
|
style="text-decoration: none; color: black"
|
|
href="#exclusions-and-limitations"
|
|
>10</a
|
|
>,
|
|
<a style="text-decoration: none; color: black" href="#confidentiality">11</a>,
|
|
<a
|
|
style="text-decoration: none; color: black"
|
|
href="#consequences-of-termination"
|
|
>16</a
|
|
>
|
|
and
|
|
<a style="text-decoration: none; color: black" href="#general">18</a>
|
|
shall survive termination of these Terms.
|
|
</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>
|
|
<h4 id="force-majeure">17.</h4>
|
|
</td>
|
|
<td>
|
|
<h4>Force majeure</h4>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td></td>
|
|
<td>
|
|
Neither party will be liable to the other for any failure or delay in performing its obligations
|
|
under these Terms which arises because of any circumstances which it cannot reasonably be
|
|
expected to control (including any fire, flood, earthquake, elements of nature or acts of God,
|
|
acts of war (whether or not war is declared), terrorism, riots, civil disorders, rebellions or
|
|
revolutions, strikes, lock outs or other form of industrial action, provided that nothing shall
|
|
affect the Licensee's obligation to make any payments due under these Terms.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>
|
|
<h4 id="general">18.</h4>
|
|
</td>
|
|
<td>
|
|
<h4>General</h4>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>18.1</td>
|
|
<td>
|
|
Except as expressly permitted under these Terms, the Licensee may not sub-license or assign,
|
|
sub-contract or delegate any or all of its rights or obligations under these Terms without the
|
|
prior written consent of the Licensor.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>18.2</td>
|
|
<td>
|
|
In the event that the Licensor consents to the Licensee sub-contracting performance of its
|
|
obligations, the Licensee will remain liable for performance of the relevant obligations and
|
|
shall procure that the sub-contractor complies with all relevant provisions of these Terms
|
|
applying to performance of the obligations concerned.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>18.3</td>
|
|
<td>
|
|
All notices and consents relating to these Terms must be in writing. Notices must be sent to the
|
|
address of the recipient set out in these Terms or otherwise notified by the relevant party in
|
|
accordance with these Terms. Notices shall be sent by hand or by first class recorded delivery
|
|
or registered post or other form of certified or registered mail (and sent by air mail if posted
|
|
to or from a place outside the United Kingdom) and shall be treated as having been delivered:
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td>(a)</td>
|
|
<td>if sent by hand, when delivered;</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(b)</td>
|
|
<td>
|
|
if sent by registered mail, two days after the date of posting (or, if sent by
|
|
air mail, seven days after the date of posting); and
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(c)</td>
|
|
<td>
|
|
if sent by email, at 9.00am on the next Business Day following transmission.
|
|
</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>18.4</td>
|
|
<td>
|
|
Unless the parties expressly agree otherwise in writing:
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td>(a)</td>
|
|
<td>
|
|
if a party:
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td>(i)</td>
|
|
<td>
|
|
fails to exercise or delays exercising or only exercises
|
|
partially any right or remedy provided under these Terms or by
|
|
law; or
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(ii)</td>
|
|
<td>
|
|
agrees not to exercise or to delay exercising any right or
|
|
remedy provided under these Terms or by law;
|
|
</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
then that party shall not be deemed to have waived and shall not be precluded or
|
|
restricted from further exercising that or any other right or remedy; and
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(b)</td>
|
|
<td>
|
|
no right, power or remedy under these Terms or otherwise available to a party is
|
|
exclusive of any other right, power or remedy under these Terms or otherwise
|
|
available to that party.
|
|
</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>18.5</td>
|
|
<td>
|
|
If any provision of these Terms is held for any reason to be ineffective or unenforceable, this
|
|
shall not affect the validity or enforceability of any other provision of these Terms or these
|
|
Terms as a whole. If any provision of these Terms is so found to be ineffective or unenforceable
|
|
but would be effective or enforceable if some part of the provision were deleted, the provision
|
|
in question shall apply with such modification(s) as may be necessary to make it effective and
|
|
enforceable.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>18.6</td>
|
|
<td>
|
|
All variations to these Terms must be agreed, set out in writing and signed on behalf of both
|
|
parties before they take effect.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>18.7</td>
|
|
<td>
|
|
Except to the extent that these Terms expressly provide otherwise, nothing in these Terms shall
|
|
or is intended to create a partnership or joint venture between the parties, constitute one
|
|
party as agent of the other or give either party authority to make or enter into commitments,
|
|
assume liabilities or pledge credit on behalf of the other party. Neither party may act as f it
|
|
were or represent (expressly or by implying it) that it is, an agent of the other or has such
|
|
authority.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>18.8</td>
|
|
<td>
|
|
Each party confirms that, in entering into and performing these Terms, it is acting as principal
|
|
and not as the agent of any undisclosed third-party principal.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>18.9</td>
|
|
<td>
|
|
A person who is not a party to these Terms shall not have any rights under or in connection
|
|
withcit, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>18.10</td>
|
|
<td>
|
|
The Licensor shall:
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td>(a)</td>
|
|
<td>
|
|
comply with all applicable laws, statutes, regulations and codes relating to
|
|
anti-bribery and anti-corruption, including the Bribery Act 2010
|
|
("<strong>Act</strong>");
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(b)</td>
|
|
<td>
|
|
not do anything which would constitute an offence or which would cause the
|
|
Licensee to commit an offence under the Act;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(c)</td>
|
|
<td>
|
|
have and shall maintain in place throughout the term of these Terms its own
|
|
policies and procedures (copies of which will be made available to the Licensee
|
|
upon equest), including adequate procedures to ensure compliance with the Act as
|
|
informed by the principles outlined in the guidance to the Act, and will enforce
|
|
them where appropriate;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(d)</td>
|
|
<td>
|
|
promptly report to the Licensee any request or demand for any undue financial or
|
|
other advantage of any kind received by the Licensor in connection with the
|
|
performance of these Terms; and
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(e)</td>
|
|
<td>
|
|
procure that all associated persons (as defined in the Act) of the Licensor will
|
|
comply with clauses 18.10(a) to (c).
|
|
</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
A breach of this clause 18.10 by the Licensor shall constitute a material breach entitling the
|
|
Licensee to terminate these Terms immediately on written notice.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>18.11</td>
|
|
<td>
|
|
These Terms sets out all of the terms that have been agreed between the parties in relation to
|
|
the subjects covered by it and no other terms shall be applicable between the parties in
|
|
relation to such subjects, including without limitation, any terms set out on any purchase
|
|
orders that have been issued by the Licensee. Each party acknowledges that it has not been
|
|
influenced to enter these Terms by, and shall have no right or remedy (other than for breach of
|
|
contract) in respect of, anything the other party has said or done or committed to do, except as
|
|
expressly recorded in these Terms, provided always that nothing in this clause 18.11 will
|
|
operate to limit or exclude any liability for fraud or fraudulent misrepresentation.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>18.12</td>
|
|
<td>
|
|
These Terms are governed by English law. The parties submit to the exclusive jurisdiction of the
|
|
English courts in relation to any dispute or difference between the parties arising out of or in
|
|
connection with these Terms, its interpretation or subject-matter, but the Licensor is also
|
|
entitled to apply to any court worldwide for injunctive or other remedies in order to protect or
|
|
enforce its Intellectual Property Rights and/or Confidential Information.
|
|
</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
<table id="schedule-1">
|
|
<tbody>
|
|
<tr>
|
|
<td colspan="2" style="text-align: center">
|
|
<h1>SCHEDULE 1</h1>
|
|
<h2>Support Services</h2>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>
|
|
<h4>1.</h4>
|
|
</td>
|
|
<td>
|
|
<h4>Scope of Support Services</h4>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>1.1</td>
|
|
<td>
|
|
Licensor shall provide the following Support Services for the Software in accordance with these
|
|
Terms:
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td>(a)</td>
|
|
<td>
|
|
an online support forum, access to which is restricted to members who have been
|
|
granted access by the Licensor ("<strong>Support</strong>
|
|
<strong>Forum</strong>"), monitored by personnel who are qualified to maintain
|
|
and support the Software during the hours of 9am and 5pm on Business Days
|
|
("<strong>Support Hours</strong>").
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(b)</td>
|
|
<td>
|
|
corrective maintenance as described in paragraph
|
|
<a style="text-decoration: none; color: black" href="#corrective-maintenance"
|
|
>2</a
|
|
>; and
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(c)</td>
|
|
<td>
|
|
a software updating service as described in paragraph
|
|
<a style="text-decoration: none; color: black" href="#software-updating-service"
|
|
>3</a
|
|
>.
|
|
</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>1.2</td>
|
|
<td>The Support Services will be provided in English.</td>
|
|
</tr>
|
|
<tr>
|
|
<td>1.3</td>
|
|
<td>
|
|
The Licensee shall be entitled to 10 Support Requests during the Initial Term or a single
|
|
Renewal Term per Licensee Developer under the same relevant licence. Such available Support
|
|
Requests may be pooled between the number of Licensee Developers under the same relevant
|
|
licence.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>1.4</td>
|
|
<td>
|
|
Notwithstanding anything else in these Terms, the Licensor shall not be obliged to provide
|
|
Support Services:
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td>(a)</td>
|
|
<td>
|
|
in relation to any Error to the extent that it is caused by the Licensee's (or
|
|
any of its Affiliates') misuse, misconfiguration, alteration or damage to the
|
|
Software; the Licensee's (or any of its Affiliates') failure to install an
|
|
Update; or use of the Software in breach of these Terms;
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(b)</td>
|
|
<td>
|
|
in relation to more than 10 Support Requests during the relevant Quote Initial
|
|
Term or relevant Quote Renewal Term per Licensee Developer under the same
|
|
relevant licence (i.e. per Single Application Developer Licence, Multiple
|
|
Applications Developer Licence and/or Deployment Licence Add-On);
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(c)</td>
|
|
<td>
|
|
on any public holiday day in the UK and on 27, 28, 29 30 and 31 December of each
|
|
year; and
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(d)</td>
|
|
<td>
|
|
for any additional holiday period during which the Licensor shall not be open
|
|
for business, such holiday period(s) to be made publicly available at
|
|
https://www.ag-grid.com/javascript-data-grid at least 1 month prior to the
|
|
commencement date of any such holiday period.
|
|
</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>
|
|
<h4>2.</h4>
|
|
</td>
|
|
<td>
|
|
<h4 id="corrective-maintenance">Corrective maintenance</h4>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(a)</td>
|
|
<td>
|
|
Upon receipt of a Support Request, the Licensor shall use its reasonable endeavours to commence
|
|
corrective maintenance or otherwise resolve the Support Request by the end of the following
|
|
Business Day.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(b)</td>
|
|
<td>
|
|
Notwithstanding anything else in this SCHEDULE 1, the Licensor shall only be required to resolve
|
|
Support Requests:
|
|
<table>
|
|
<tbody>
|
|
<tr>
|
|
<td>(a)</td>
|
|
<td>
|
|
which relate to the current release of the Software and previous releases that
|
|
were released less than 12 months before the date of a Support Request; and
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>(b)</td>
|
|
<td>
|
|
if a New Version is not available which would otherwise resolve the Support
|
|
Request, in which case the relevant Licensee Developer(s) may acquire such New
|
|
Version.
|
|
</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td id="software-updating-service">
|
|
<h4>3.</h4>
|
|
</td>
|
|
<td>
|
|
<h4>Software updating service</h4>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>3.1</td>
|
|
<td>
|
|
The Licensor shall promptly make available to the Licensee Developers, as part of the Support
|
|
Services, all Updates issued generally by the Licensor to its customers or to users of the
|
|
Software.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>3.2</td>
|
|
<td>
|
|
The Licensee Developers shall have the right, in their sole discretion, to acquire any Update
|
|
and, at any time, to download, or require the Licensor to make available such Update for
|
|
download in the then-existing Software or, if appropriate, to substitute any New Version for the
|
|
then-existing version. Updates will, upon installation (or, in the case of substitution of a New
|
|
Version, upon substitution) be deemed part of the Software, governed by and to be maintained in
|
|
accordance with these Terms.
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>3.3</td>
|
|
<td>
|
|
The Licensor shall promptly notify the Licensee Developers of all revisions, additions or
|
|
updates to all Documentation which may be necessary as a result of the provision of any Update
|
|
to enable proper use to be made of the Software by the Licensee Developers.
|
|
</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
<table id="schedule2">
|
|
<tbody>
|
|
<tr>
|
|
<td style="text-align: center">
|
|
<h1 id="schedule-2">SCHEDULE 2</h1>
|
|
<h2 id="exhibit-a">EXHIBIT A</h2>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td style="text-align: center">
|
|
<h2>EU STANDARD CONTRACTUAL CLAUSES (ANNEXES)</h2>
|
|
<h2>
|
|
COMMISSION IMPLEMENTING DECISION (EU) 2021/914 of 4 June 2021 on standard contractual
|
|
clauses for the transfer of personal data to third countries pursuant to Regulation (EU)
|
|
2016/679 of the European Parliament and of the Council
|
|
</h2>
|
|
<h2>
|
|
<u> ANNEX 1 TO THE EU STANDARD CONTRACTUAL CLAUSES </u>
|
|
</h2>
|
|
</td>
|
|
</tr>
|
|
<tr id="data-exporter">
|
|
<td>
|
|
<h4>A. LIST OF PARTIES</h4>
|
|
<h4>MODULE ONE: Transfer controller to controller</h4>
|
|
<h4>Data exporter(s):</h4>
|
|
<p>Name: The data exporter is the Licensee.</p>
|
|
<p>Address: The Licensee's address is as provided by the Licensee.</p>
|
|
<p>Contact person's name, position and contact details: To be provided by the Licensee.</p>
|
|
<p>
|
|
Activities relevant to the data transferred under these clauses: As set out in the Addendum
|
|
and these Terms.
|
|
</p>
|
|
<p>Signature and date: The signature and effective date of these Terms apply.</p>
|
|
<p>Role (controller/processor): Controller</p>
|
|
</td>
|
|
</tr>
|
|
<tr id="data-importer">
|
|
<td>
|
|
<h4>Data importer(s):</h4>
|
|
<p>Name: The data importer is the Licensor.</p>
|
|
<p>Address: The Licensor's address is set out in the Quote.</p>
|
|
<p>Contact person's name, position and contact details: To be provided by the Licensor.</p>
|
|
<p>
|
|
Activities relevant to the data transferred under these clauses: As set out in the Addendum
|
|
and these Terms.
|
|
</p>
|
|
<p>Signature and date: The signature and effective date of these Terms apply.</p>
|
|
<p>Role (controller/processor): Controller</p>
|
|
</td>
|
|
</tr>
|
|
<tr id="description-of-transfer">
|
|
<td>
|
|
<h4>B. DESCRIPTION OF TRANSFER</h4>
|
|
<h4>MODULE ONE: Transfer controller to controller</h4>
|
|
<h4>Categories of data subjects whose personal data is transferred</h4>
|
|
<p>End users</p>
|
|
<h4>Categories of personal data transferred</h4>
|
|
<p>Names, email addresses and job titles</p>
|
|
<h4>
|
|
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully
|
|
take into consideration the nature of the data and the risks involved, such as for instance
|
|
strict purpose limitation, access restrictions access to the data, restrictions for onward
|
|
transfers or additional security measures
|
|
</h4>
|
|
<p>
|
|
None. The Licensee will not provide the Licensor with any special category or sensitive data
|
|
and the Licensor will not process any such data within the context of the services under
|
|
these Terms.
|
|
</p>
|
|
<h4>
|
|
The frequency of the transfer (e.g whether the data is transferred on a one-off or
|
|
continuous basis)
|
|
</h4>
|
|
<p>For the duration of these Terms.</p>
|
|
<h4>Nature of the processing</h4>
|
|
<p>
|
|
Personal Data may be received, processed, and stored in order to provide the Services in
|
|
accordance with these Terms.
|
|
</p>
|
|
<h4>Purpose(s) of the data transfer and further processing</h4>
|
|
<p>To provide the Services.</p>
|
|
<h4>
|
|
The period for which the personal data will be retained, or, if that is not possible, the
|
|
criteria used to determine that period
|
|
</h4>
|
|
<p>
|
|
The data exporter determines the duration of processing in accordance with the terms of the
|
|
Data Processing Addendum.
|
|
</p>
|
|
<h4>
|
|
For transfers to (sub-) processors, also specify subject matter, nature and duration of the
|
|
processing
|
|
</h4>
|
|
<p>Sub-processors: Google, Salesforce, Zendesk</p>
|
|
<p>Subject matter: names, email addresses and title</p>
|
|
<p>
|
|
Information stored for the purpose of corresponding with customers to carry on business with
|
|
them and provide Support Services as provided in
|
|
<a style="text-decoration: none; color: black" href="#schedule-1">SCHEDULE 1</a>
|
|
of these Terms.
|
|
</p>
|
|
<p>Duration for all: for the duration of these Terms.</p>
|
|
</td>
|
|
</tr>
|
|
<tr id="exhibit-b">
|
|
<td style="text-align: center">
|
|
<h2>EXHIBIT B</h2>
|
|
<p>Information Required for UK Approved Addendum</p>
|
|
</td>
|
|
</tr>
|
|
<tr>
|
|
<td>
|
|
<p>For the purposes of the UK Approved Addendum:</p>
|
|
<p>
|
|
• the information required for Table 1 is contained in Annex I to the EU Standard
|
|
Contractual Clauses of these Terms and the start date shall be the same date as the
|
|
Effective Date.
|
|
</p>
|
|
<p>
|
|
• in relation to Table 2, the versions of the EU Standard Contractual Clauses to
|
|
which the UK Approved Addendum applies are the Controller-to-Controller Module (Module 1).
|
|
</p>
|
|
<p>
|
|
• In relation to Table 3, the description of the transfer are as set out in Annex I
|
|
of the EU Standard Contractual Clauses at Exhibit A of these Terms.
|
|
</p>
|
|
<p>
|
|
• In relation to Table 4, neither party will be entitled to terminate the UK Approved
|
|
Addendum in accordance with clause 19 of the UK Mandatory Clauses.
|
|
</p>
|
|
</td>
|
|
</tr>
|
|
</tbody>
|
|
</table>
|
|
</body>
|
|
</html>
|