SOFTWARE LICENSE TERMS

(A) The Software is either available On-premise (in which case a License Key is issued) or as SaaS (in which case no separate License Key will be issued). Whether the Software will be provided as On-premise or SaaS will be specified in the Order made by You.

(B) You may use the Software for your internal business purposes during the term set forth in your License Key or in case of SaaS as long as the subscription has been paid for as long as you comply with the conditions set forth in your License Key and these Terms. We may use technological measures to enforce your compliance.

(D) While we try to keep the APIs of the future versions of the Software compatible with those of their predecessors, it is not always feasible, and we explicitly disclaim any warranties of continued API compatibility.

(E) We will never claim any rights on the data you choose to process with the Software, or on any results of such processing.

LiTech Software License Terms

These LiTech Software License Terms, in case of On-premise Software in combination with a valid License Key, constitute a legally binding contract between you and us that governs Your use of the Software.

Please read these Terms carefully, as they contain important conditions that affect you and your use of the Software. By clicking “I agree” on our website or otherwise placing an Order, you make a binding declaration of your intention to enter into a legally binding contract with us that includes all conditions and disclaimers set forth herein and confirm you have the right to represent the client on behalf you are entering into the contract. If you disagree with any provisions of these Terms, then you must not install, copy, or use the Software.

1. Definitions

1.1 “Agreement” is a legally binding contract incorporating (i) the special terms set forth in your Order, (ii) the general terms set forth in these Terms, (iii) Data Processing Agreement (https://litech.app/data-processing-agreement/), (iv) and also of the License Key and separate service agreement in case such documents are issued by us.

1.2 “Order” is a declaration of your intention (regardless of its form) to pay any applicable license fees, in case of On-premise Software obtain the License Key, and enter into the Agreement with us.

1.3 “License Key” is an electronic document created by us that contains the special terms of the License in case of On-premise Software, apart from the license fees.

1.4 “On-premise” is Software provided on-premise as a download together with a License Key.

1.5 “SaaS” is Software provided as software-as-a-service.

1.6 “Software” means any computer program, including any associated documentation, configuration files and sample data, developed by us and made available to you to be used either On-premise or as SaaS according to the Agreement.

1.7 “Terms” means LiTech Software License Terms.

1.8 “We” (whether capitalized or not) means LiTech OÜ, a private limited company established under the laws of Estonia (commercial registry code 14420510; registered address at Mäealuse tn 2/1, 12618 Tallinn, Estonia; e-mail address info@litech.app).

1.9 “You” (whether capitalized or not) means the physical person that is currently reading these Terms. If you are using or planning to use the Software in the course of business of a company, government institution or any other legal entity, then “you” also means that legal entity, and you (the physical person) represent and warrant that you are authorized to enter into this agreement on behalf of that legal entity.

1.10 “Party” or “Parties” means us and you severally or jointly according to the context.

2. License grant

2.1 Subject to your timely payment of any applicable license fees set forth in your Order, and strict adherence to the terms of the Agreement, we grant to you a time-limited, non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free, and worldwide copyright license to use the Software in accordance with the Agreement.

3. Restricted uses

3.1 You shall not:

(a) decompile, disassemble or reverse engineer the Software or otherwise attempt to gain access to its source code, except to the extent expressly permitted by the applicable law;

(b) copy, offer for public display, translate, adapt, modify or otherwise alter the Software, or create derivative works thereof, except to the extent expressly permitted by the applicable law;

(c) rent, lease, loan, sublicense or distribute the Software, or permit third parties to use or access it on a timeshare, service bureau, outsourced, software-as-a-service or other similar basis, for charge or otherwise;

(d) remove, circumvent, disable, damage or otherwise interfere with security-related or limiting features of the Software;

(e) modify or delete the copyright and other proprietary rights notices on or in the Software;

(f) use, or attempt to use the Software in violation of any terms of the Agreement;

(g) make any copies of the License Key except for backup copies; and/or

(h) cause or permit any third party to do any of the above.

3.2 You acknowledge that we may use technological measures to enforce the compliance of your usage of the Software with the terms of the Agreement.

3.3 Your violation of any terms in section 3.1 above shall constitute a fundamental breach of the Agreement.

4. Term and termination

4.1 The Agreement shall remain effective throughout the term set forth in the License Key or in case of SaaS as long as the subscription has been paid for, unless canceled earlier as set forth in this section 4. Regardless of the cause and date of the cancellation we are not obligated to compensate or return any license fees to you.

4.2 You may cancel the Agreement in case of On-premise Software at any time by uninstalling the Software and deleting the License Key along with any backup copies thereof.

4.3 You may cancel the Agreement in case of SaaS at any time by not renewing the subscription for Software. Your access to the Software will be terminated immediately after the failure to pay for the Software.

4.4 The rights granted to you under the Agreement shall terminate automatically if you fail to comply with any terms of the Agreement. However, if you become compliant again, then the rights granted to you under the Agreement are reinstated (a) provisionally, unless and until we explicitly and finally terminate your grants, and (b) permanently, unless we notify you of the violation by any reasonable means prior to 60 days after you have come back into compliance.

5. New versions

5.1 We may, from time to time and at our sole discretion, elect to publish new versions of the Software that may include bug fixes, performance improvements, and/or new or modified functionality.

5.2 While we try to make new versions of the Software functionally compatible with earlier versions thereof, it is not always possible or feasible. Therefore, we explicitly disclaim any warranties concerning your ongoing ability to access or use the data stored or processed with earlier versions of the Software. Insofar your ability to access old data is essential to you, you should retain old installation packages of the On-premise Software.

5.3 Your use of each new version of the Software will be governed by the terms of the Agreement, except that if we release a new version of the Software that implements new functionality that is not present in earlier versions thereof, then we may make your use of such new functionality subject to your acceptance of additional terms and/or payment of additional license fees.

6. Support services

6.1 We may, from time to time and at our sole discretion, elect to offer technical support to you or to the users of the Software in general. Unless explicitly stated otherwise in a separate support agreement between you and us, all such support (including without limitation any online documentation) will be offered “as is” without any warranties.

7. Intellectual property

7.1 We retain and reserve for ourselves all intellectual property rights not explicitly granted under this Agreement.

7.2 Nothing in this Agreement constitutes an assignment of copyright or any other intellectual property right. Nothing in this Agreement gives you any permission to use our trademarks (whether registered or unregistered), including “LiTech”.

8. Third-party and/or open-source components

8.1 The Software, or any future versions thereof, may depend on certain components that are subject to third parties’ intellectual property rights or provided by us under an open-source license.

8.2 Your use of such third-party and/or open-source components, regardless of whether they are integrated into the Software or simply distributed together with the Software, is subject to separate license agreements. The list of such components and their license agreements or references to the latter shall be included with the Software in the form of a file named ‘3rd-party-licenses’.

8.3 You explicitly acknowledge that you do not enter into any contractual relationship with us with regard to such third-party components, and that the Agreement does not cover your use of such open-source components.

9. Your data

9.1 We will not claim any rights on the data you choose to process with the Software, or on any results of such processing.

9.2 Since we have no control over what data you choose to process with the Software, you alone will bear the entire responsibility for the legality of any such processing.

9.3 The rights and obligations regarding personal data processing are specified in the Data Processing Agreement that forms an integral part of the Agreement.

10. DISCLAIMER OF WARRANTY

10.1 The Software is provided to you “as is”, with all its faults, defects, and errors, and without any warranty. We do not guarantee that the Software will work as expected or advertised. To the extent permitted by applicable law, we hereby disclaim all expressed, implied, and statutory warranties, including without limitation the warranties of freedom from defects, merchantability, fitness for a particular purpose, or non-infringement. The entire risk as to the quality and performance of the Software remains with you. Should the Software prove defective in any respect, you assume the cost of any necessary servicing, repair, or correction.

10.2 This disclaimer of warranty constitutes an essential part of this license.

11. LIMITATION OF LIABILITY

11.1 In the event the Software or any component thereof is found to infringe, or believed by us to infringe, any third-party intellectual property right, then we will have the option, at our expense, to:

(a) modify the Software so that it becomes non-infringing;

(b) replace the infringing component with a non-infringing one;

(d) cancel the Agreement and refund a proportionate part of the license fees paid by you.

This clause states our entire liability for any actual or alleged infringement of third-party intellectual property rights.

11.2 Without prejudice to clause 11.1 above, in no event, unless required by applicable law, and under no legal theory, whether tort (including negligence), contract, or otherwise, shall we be liable to you for any damages arising out of or in connection with the use of or inability to use the Software (including without limitation loss of data or data being rendered inaccurate or inaccessible).

12. Final provisions

12.1 No Waiver. No failure on the part of either Party to exercise or delay in exercising any right hereunder shall be deemed a waiver thereof or of any other right, nor shall any single or partial exercise preclude any further or other exercise of such right or any other right.

12.2 Entire Agreement. The Agreement (as defined in clause 1.1) constitutes the entire agreement between the Parties with respect to the subject matter thereof. It replaces all prior agreements, understandings, and negotiations between the Parties concerning the same subject matter. In case of inconsistencies between the terms and conditions of any document forming part of the Agreement the inconsistency shall be resolved in the following order or priority: (i) explicitly agreed terms prevail over standard terms; and (ii) more recent terms prevail over older terms.

12.3 Severability. Should any provision of the Agreement be deemed to be invalid or unenforceable, the remainder of the Agreement shall remain valid and enforceable, and the Parties will attempt in good faith to replace the affected provision with a valid and enforceable provision that is a reasonable substitute therefor.

12.4 Notices. All notices and other communications given or made pursuant to the Agreement shall be made in English or another language agreed by the Parties for communication purposes, in the form that can be reproduced in writing. Notices sent to the e-mail addresses of the Parties set forth in the Agreement shall be deemed effectively given on the next business day after the date of sending. The contact details of a Party set forth in the Agreement shall be considered valid until that Party has notified the other of any change thereof.

12.5 Interpretation. In this Agreement and any annexes or schedules thereof: (i) “written” means any form that can be reproduced in writing; (ii) “includes”, “including” or other such terms shall always be read as if followed by “without limitation”; (iii) capitalized terms have the meanings defined in the Agreement or respective annex or schedule; and (iv) the section and subsection headings serve the sole purpose of improving the legibility.

12.6 Enforceability. Each Party hereto represents and warrants that it has full power and authority to enter into and perform this Agreement, and each Party knows of no law, rule, regulations, order, agreement, promise, undertaking or other fact or circumstance which would prevent its full execution and performance of this Agreement. This Agreement will be binding upon the Parties and each Party’s respective successors and assigns.

12.6 Governing law. The Agreement is governed by and construed in accordance with the laws of Estonia, without regard to its principles regarding conflicts of law.

12.7 Resolution of Disputes. The Parties shall try to resolve all disputes by means of bona fide negotiations. For any disputes that remain unresolved, the Parties agree that Harju County Court in Tallinn, Estonia, shall have exclusive jurisdiction over any charges brought against us, and non-exclusive jurisdiction over any charges brought against you.

Valid from 2024-02-27