NECTAIN END USER LICENSE AGREEMENT

The company registered as NECTAIN s.r.o. reg. No. 172 52 971, Světova 523/1, Libeň, 180 00 Praha 8, Czech Republic (Nectain, we or us), operating under the brand name Nectain, provides your business with innovative end-to-end solution under the current Nectain End-User License Agreement (the EULA).

This EULA is a legal agreement between you (either an individual person or a single legal entity, referred to in this EULA as “you”) and Nectain for software product Nectain low-code platform that is provided to you in any configuration under the Terms and Conditions  and defined therein, including any associated media, printed materials and electronic documentation (the Product).

By installing or using the Product and accepting this EULA, you agree to be bound as an end user of the Product. If you do not agree to the terms of this EULA, do not purchase, install, access, or use the Product.

1. LICENSE 

1. 1. Under this EULA Nectain grants you a non-exclusive, revocable, non-transferable, limited, paid, and subscription-based software license (the License) for the purpose of the use of the Product that includes the rights to install and use an unlimited number of copies of the Product, one per each device belonging to you, including a workstation, terminal, or other digital electronic device (the Device).
   2. A territorial scope of the License is limited to a territory where you or the legal person that you represent have a registered place of domicile.
   3. The Product is considered to be in “use” by you when it has been loaded into the internal memory of any Device or when installed on a fixed memory (i.e., a hard drive) on the current Device.
   4. Any other use of the Product not specified above requires a separate license.

2. PRICE AND GRANT OF LICENSE

1. 1. The License is considered granted for a designated period not earlier than the full price of the License for such a period is received by Nectain, accept if the trial period is applicable. Subscription price is fixed by Nectain in accordance with rates applicable at the time when the renewal is payable. All prices may be available at the website of Nectain or provided on request for quotation at Nectain’s discretion, and are indicated excluding taxes, unless otherwise expressly stated.
   2. The trial period may be requested only before the purchase of the subscription, it may last no longer than 30 (thirty) calendar days since the date when the request for trial period was approved and may be requested only once by you. It is Nectain’s right not to grant a trail period for you or to interrupt the trial period at any time during its action. Please note that the access to the Product during trial period may not grant you access to all the features of the Product available under subscription.   
   3. You can terminate the subscription by 30 days’ notice. The termination must be submitted in writing per e-mail or letter to Nectain. No refunds can be claimed.
   4. You may not rent, lease, lend, or in other ways spread or dispose of the Product without written permission from Nectain.
   5. You own the right to transfer the License with attached rights to a third party under the condition you transfer all copies of the Product with relevant documentation and materials that you receive and only after Nectain’s written approval. If the Product has been updated the transfer shall comprise both the updated Product and all prior versions thereof. This EULA is not applied to a third party until the receiver of the Product is registered as an end user with Nectain.

3. COPYRIGHT

1. 1. The Product is owned by Nectain or its suppliers and is protected by copyright laws.
   2. You only receive a license to a limited use of the Product. For this reason, you shall treat the Product as you would any other material protected by copyright laws. However, you may make one copy of the Product solely for backup or archival purposes.
   3. Except as expressly provided in this EULA, you may not otherwise make copies of the Product or the printed documents and materials accompanying the Product, other as for printing your data as provided by functionality of the Product.

4. INFRINGEMENT OF THIRD-PARTY RIGHTS

1. 1. Nectain warrants that the Product does not infringe third-party rights. If a third party submits a claim against you contending that the Product a third-party right, you must inform the Nectain thereof in writing immediately. Subsequently, Nectain assumes the entire matter and all incidental costs and conducts for example settlement negotiations, legal steps etc. at its own discretion. You are not authorized to participate in litigation with third parties in the name, on behalf, or as a representative of Nectain. However, you warrant and represent to immediately notify Nectain in case you receive a claim with regard to infringement of intellectual property rights by the Product, and reasonably assist, as may be requested from time to time by Nectain, in protection of Nectain’s rights in case such litigation ensues. If you are found liable for any infringement of third-parties rights due to the use of the original Product, Nectain indemnifies you from any penalties that you may suffer for such a use of the infringing Product.
   2. Nectain indemnifies you in connection with such claims from a third party, including for any necessary and unavoidable costs, compensation etc. that you would be awarded. In this case, you cannot claim any other remedies for breach of contract by Nectain.
   3. In case you change the Product in any way without our prior written permission, including integration with third-party software, you will be solely responsible and liable for any damages and consequences of such changes at your own expense. Nectain’s warranties and representations are valid only for the original Product or in case changes to the Product are approved by Nectain in writing beforehand. If you use the Product customized by our partners, you may not refer you claims regarding the customized Product to Nectain, and such partners are responsible before you on the basis of a separate agreement between you and the respective partner.

5. OPEN-SOURCE SOFTWARE

1. 1. The Product has been developed with the use of open-source software Camunda (Camunda © 2021) (Software) based on the open-source licenses Apache License, Version 2.0 and The MIT License. License conditions allow the distribution of the Product for commercial purposes subject to preserving the existing license conditions. Respective license conditions can be found in Appendix 1 to the EULA.

6. LIMITATION OF LIABILITY 

1. 1. Except as expressly provided to the contrary in a writing by us, our Product is provided on “as is” and “as available” basis. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO OUR PRODUCT, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN. NECTAIN DOES NOT WARRANT THAT (I) THE PRODUCT WILL MEET YOUR SPECIFIC REQUIREMENTS; (II) THE PRODUCT IS FULLY COMPATIBLE WITH ANY PARTICULAR PLATFORM OR HARDWARE; (III) YOUR USE OF THE PRODUCT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (IV) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCT WILL BE ACCURATE OR RELIABLE; (V) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRODUCT WILL MEET YOUR EXPECTATIONS; OR (VI) ANY ERRORS IN THE PRODUCT WILL BE CORRECTED.
   2. YOU EXPRESSLY UNDERSTAND AND AGREE THAT NECTAIN SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF NECTAIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RELATED TO THE PRODUCT, including, for example: (i) the use or the inability to use the Product; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Product; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third-party on the Product; (v) or any other matter relating to the Product. Nectain reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Product (or any part thereof) with or without notice. Nectain shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Product.
   3. This limitation of liability is applied even if Nectain has been notified of the possibility of such damages.
   4. In case limitation of liability provision may not be applied for any reason, Nectain and its suppliers’ entire liability and your exclusive remedy shall be, at Nectain’s option, either (a) return of the paid to Nectain for the License during 3 months preceding the event that triggers such liability, if any, or (b) fixing the Product that does not meet Nectain’s warranties and representations. This provision does not apply if failure of the Product has resulted from accident, abuse, or misapplication.

7. INFORMATION COLLECTION

1. 1. Nectain may gather non-personalized technical data through automated data collection tools regarding the use of the Product. The Product communicates with Nectain for these purposes: (1) updating the Product; (2) License handling; (3) sending anonymized usage data so Nectain may improve the Product.
   2. Nectain collects and uses such data with the purpose to ensure, maintain and improve the Product and services and for statistics and analyzes of various kinds, and never collects any your personal or corporate data without your prior explicit permission.

8. ASSIGNMENT

1. 1. Nectain is entitled to assign its rights and obligations in whole or in part under these license conditions to a third party without prior notification and without obtaining your consent.

9. APPLICABLE LAW AND DISPUTE RESOLUTION 

1. 1. Any disputes, claims, controversies, and disagreements arising in connection with the EULA or the Product shall be resolved through the amicable negotiations.
   2. You and Nectain agree to notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Nectain shall be sent by e-mail (for Nectain to contact@nectain.com, for you to e-mail that is provided by you for contacting or communication purposes).
   3. In case disputes, claims, controversies, and disagreements are not resolved within sixty (60) days since the moment when Nectain or you have received the relevant notification, you and Nectain agree to arbitrate any relevant dispute arising from the EULA or your use of the Product, except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents.
   4. Any dispute, controversy, difference or claim arising out of or relating to the EULA, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute. The place of arbitration shall be Amsterdam, Netherlands. The law of this arbitration clause shall be the law of the Netherlands. The seat of arbitration shall be in Amsterdam. The arbitral tribunal shall be composed of one arbitrator. The arbitration proceedings shall be conducted in English language. Consolidation of the arbitral proceedings with other arbitral proceedings, as provided for in Article 1046 of the Dutch Code of Civil Procedure and Article 39 of the Arbitration Rules of the Netherlands Arbitration Institute, is excluded.
   5. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by the Terms and the laws of Netherlands, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction.
   6. Whether the dispute is heard in arbitration or in court, you will not commence against Nectain a class action, class arbitration or representative action or proceeding.

CONTACT DETAILS

In case of any questions arising in connection to the EULA, feel free to contact us via:

email: contact@nectain.com

mail: Nectain s.r.o. Světova 523/1, Libeň, 180 00 Praha 8, Czech Republic.

Appendix 1

Camunda

Copyright 201X-2021 Camunda Services GmbH 

Licensed under the Apache License, Version 2.0 (the “License”); you may not use the Product except in compliance with the License.

You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0

Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.

Apache License

Version 2.0, January 2004

http://www.apache.org/licenses/

TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION

1. Definitions.

“License” shall mean the terms and conditions for use, reproduction, and distribution as defined by Sections 1 through 9 of this document.

“Licensor” shall mean the copyright owner or entity authorized by the copyright owner that is granting the License.

“Legal Entity” shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.

“You” (or “Your”) shall mean an individual or Legal Entity exercising permissions granted by this License.

“Source” form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files.

“Object” form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.

“Work” shall mean the work of authorship, whether in Source or Object form, made available under the License, as indicated by a copyright notice that is included in or attached to the work (an example is provided in the Appendix below).

“Derivative Works” shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof.

“Contribution” shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted to Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to the Licensor or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Licensor for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as “Not a Contribution.”

“Contributor” shall mean Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work.

2. Grant of Copyright License.

Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute the Work and such Derivative Works in Source or Object form.

3. Grant of Patent License.

Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by such Contributor that are necessarily infringed by their Contribution(s) alone or by combination of their Contribution(s) with the Work to which such Contribution(s) was submitted. If You institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Work or a Contribution incorporated within the Work constitutes direct or contributory patent infringement, then any patent licenses granted to You under this License for that Work shall terminate as of the date such litigation is filed.

4. Redistribution.

You may reproduce and distribute copies of the Work or Derivative Works thereof in any medium, with or without modifications, and in Source or Object form, provided that You meet the following conditions:

(a) You must give any other recipients of the Work or Derivative Works a copy of this License; and

(b) You must cause any modified files to carry prominent notices stating that You changed the files; and

(c) You must retain, in the Source form of any Derivative Works that You distribute, all copyright, patent, trademark, and attribution notices from the Source form of the Work, excluding those notices that do not pertain to any part of the Derivative Works; and

(d) If the Work includes a “NOTICE” text file as part of its distribution, then any Derivative Works that You distribute must include a readable copy of the attribution notices contained within such NOTICE file, excluding those notices that do not pertain to any part of the Derivative Works, in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works; within the Source form or documentation, if provided along with the Derivative Works; or, within a display generated by the Derivative Works, if and wherever such third-party notices normally appear. The contents of the NOTICE file are for informational purposes only and do not modify the License. You may add Your own attribution notices within Derivative Works that You distribute, alongside or as an addendum to the NOTICE text from the Work, provided that such additional attribution notices cannot be construed as modifying the License.

You may add Your own copyright statement to Your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of Your modifications, or for any such Derivative Works as a whole, provided Your use, reproduction, and distribution of the Work otherwise complies with the conditions stated in this License.

5. Submission of Contributions.

Unless You explicitly state otherwise, any Contribution intentionally submitted for inclusion in the Work by You to the Licensor shall be under the terms and conditions of this License, without any additional terms or conditions.

Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement you may have executed with Licensor regarding such Contributions.

6. Trademarks.

This License does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor, except as required for reasonable and customary use in describing the origin of the Work and reproducing the content of the NOTICE file.

7. Disclaimer of Warranty.

Unless required by applicable law or agreed to in writing, Licensor provides the Work (and each Contributor provides its Contributions) on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Work and assume any risks associated with Your exercise of permissions under this License.

8. Limitation of Liability.

In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall any Contributor be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if such Contributor has been advised of the possibility of such damages.

9. Accepting Warranty or Additional Liability.

While redistributing the Work or Derivative Works thereof, You may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this License. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on behalf of any other Contributor, and only if You agree to indemnify, defend, and hold each Contributor harmless for any liability incurred by, or claims asserted against, such Contributor by reason of your accepting any such warranty or additional liability.

END OF TERMS AND CONDITIONS

The MIT License

Camunda

Copyright 201X-2021 Camunda Services GmbH 

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the “Software”), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.