Flexmonster Software License Agreement (“Agreement”) has been significantly revised and is effective as of September 30, 2024.
The following modifications were made:
The modified version of Flexmonster Software License Agreement is available here.
Downloading, installing, and/or continuing to use Flexmonster Software after September 30, 2024, constitutes Licensee’s acceptance of the terms and conditions of the modified version of Flexmonster Software License Agreement. If Licensee does not agree to any of these terms and conditions, they must cease using Flexmonster Software and must not download, install, use, access, or continue to access Flexmonster Software. By continuing to use Flexmonster Software or renewing the license under License Model or Maintenance after the effective date of any modifications to Agreement, Licensee accepts and agrees to be bound by the terms and conditions of the modified Agreement.
Last updated: September 30, 2024 (older version)
This Software License Agreement constitutes a legal agreement (“Agreement”) between North American Resellers LLC, a company with its mailing address at 848 Prospect St, Suite C, La Jolla, CA 92037, USA (“Flexmonster”), and you (“Licensee”, as further defined below) and replaces and supersedes all prior versions.
Flexmonster and Licensee hereinafter are referred to jointly as “Parties” and each separately as “Party”.
The purpose of this Agreement is to state terms and conditions governing the use by Licensee of Flexmonster Software (as further defined below) developed and owned by Flexmonster.
Please read the terms and conditions of this Agreement carefully before placing Order, downloading, installing, and/or using Flexmonster Software. By downloading, installing, and/or otherwise using Flexmonster Software, as well as by submitting “I AGREE” in Checkout Form, and/or by paying the invoice according to Order, Licensee is accepting and agreeing to be bound by and requires each of its Representatives, clients and/or end-users, as the case may be, to be bound by, all the terms and conditions of this Agreement.
If Licensee does not have the legal capacity or authority to enter into this Agreement or does not agree with its terms and conditions, Licensee must not use Flexmonster Software in whole or in part.
1.1. “Agreement” means this Software License Agreement and/or any modification(s) of it, alongside Annex, any Order, or other documents specifically incorporated herein by reference or additionally agreed by Parties. If Licensee obtains the right to use different licenses to Flexmonster Software according to the relevant Order, then each such Order and/or right to use a license to Flexmonster Software shall form a new and separate Agreement between Parties (and the phrase “this Agreement” shall be deemed to reference the particular Agreement required by the context, independently of and separately from each other Agreement or other agreement between Parties). Renewal Orders and/or Notices to the existing licenses supplement this Agreement.
1.2. “Annex” means Annex No. 1 (Open-Source Components).
1.3. “Application” means a software application developed and/or distributed by Licensee, or otherwise used by Licensee itself, which contains all or part(s) of Flexmonster Software.
1.4. “Checkout Form” means a form on Flexmonster Website checkout page that includes the details of (a) Commercial License Model and type of Support that are chosen by Licensee through Flexmonster Website, (b) the name of Licensee’s Application, (c) the billing details, (d) a checkbox labeled “I AGREE” for submitting Licensee’s agreement to the terms and conditions of this Agreement and Flexmonster privacy policy and (e) a payment processing button. Submission of this form constitutes the respective Order of Licensee.
1.5. “Commercial License Model” means each of the following License Models provided to Licensee subject to the payment of License Fee and provisions prescribed hereunder: Single Corporate License, Software as a Service, Original Equipment Manufacturer, Unlimited Perpetual Distribution.
1.6. “Confidential Information” means all information provided to a receiving party and related to or in connection with the business of the disclosing party, including, but not limited to, technical and financial information, pricing and terms, customer and employee information, know-how, trade secrets and all other information containing or reflecting such information, which is disclosed in writing, orally, graphic, machine-readable or other tangible form, or by inspection and is identified as “Confidential” or “Proprietary” or which a receiving party has reason to believe are treated as confidential by disclosing party. Any information, in whatever form, disclosed by Flexmonster that relates to Flexmonster Software and that is not publicly known is “Confidential Information”.
1.7. “Delivery Date” means the date on which Flexmonster Software is initially delivered to Licensee and/or becomes available to Licensee alongside with License Key.
1.8. “Documentation” means user manuals, software descriptions and specifications, technical manuals, supporting materials and other information and documentation provided or made accessible to Licensee along with Flexmonster Software and/or available at Flexmonster Website.
1.9. “Fees” means License Fee and/or Maintenance Renewal Price payable by Licensee to Flexmonster under this Agreement.
1.10. “Flexmonster Software” means a fully featured, non-watermarked version (or, where a Trial License is provided it is a watermarked version) of Flexmonster’s proprietary software product developed by Flexmonster alongside Proprietary Code, other content constituting a web reporting tool for data analysis and visualization under the name “Flexmonster”, and any related additional components, including but not limited to Flexmonster Pivot Table & Charts, Flexmonster Data Server, Flexmonster Admin Panel, Flexmonster Accelerator, Flexmonster MongoDB Connector, software updates, error corrections, and/or Documentation provided by Flexmonster and made available to Licensee under this Agreement through Flexmonster Website, Flexmonster CLI, Flexmonster CDN (https://cdn.flexmonster.com/), Flexmonster npm (https://www.npmjs.com/~flexmonster) and Flexmonster NuGet (https://www.nuget.org/profiles/flexmonster/) or provided to Licensee by Flexmonster's Representatives via electronic mail in non-source code form only.
1.11. “Flexmonster Website” means https://www.flexmonster.com/.
1.12. “Licensee” means the individual or legal entity acquiring the right to use Flexmonster Software in the manner that is prescribed by this Agreement.
1.13. “License Fee” means the fee payable by Licensee for the right to use Flexmonster Software under the respective Commercial License Model during Validity Period and in accordance with the terms and conditions of this Agreement. License Fee is as specified on Flexmonster Website unless otherwise agreed by Parties in the respective Order and/or in the relevant invoice.
1.14. “License Key” means a unique sequence of characters, including letters, numerical digits, and/or symbols, in the form of a string that enables Licensee to use Flexmonster Software during Validity Period and receive the provision of Maintenance during Maintenance Period. Each type of License Key is specific to the relevant License Model under which Flexmonster Software is licensed and may only be used in connection with such specific License Model.
1.15. “License Model” means a pre-defined set of specific rights to use Flexmonster Software in a specified manner granted to Licensee under this Agreement.
1.16. “Maintenance” means Flexmonster Software Support and Updates as described in Article 5 of this Agreement.
1.17. “Maintenance Period” means the duration of Maintenance provision as prescribed in Clause 5.1 of this Agreement.
1.18. “Maintenance Renewal Price” means the fees payable by Licensee to Flexmonster for Maintenance of Flexmonster Software during Subsequent Maintenance Period, the license to which was provided to Licensee on a Perpetual basis within the respective Commercial License Model under the terms and conditions of this Agreement. Maintenance Renewal Price shall be provided to Licensee upon its Maintenance renewal request and further specified in the relevant invoice unless otherwise agreed by Parties in Notices and/or specified in the additional document to this Agreement.
1.19. “Open-Source Components” means any software component that is subject to any open-source copyright license agreement, obligation, restriction, or license agreement that substantially conforms to the Open Source Definition as prescribed by the Open Source Initiative (https://opensource.org/osd).
1.20. “Order” means a written formal order (whether in online, electronic or printed form) agreed between Parties in relation to the provision of Flexmonster Software license type within respective Commercial License Model and/or Maintenance, or their respective renewals or license upgrades within the respective Commercial License Model. Order, among others, shall specify applicable License Fees, including tax and payment terms, and any other applicable terms and conditions pertinent to this Agreement.
Order shall be:
(i) submitted through Checkout Form on Flexmonster Website; or
(ii) agreed via email Notice correspondence between Parties and confirmed by Licensee through paying the respective invoice, issued by Flexmonster based on such Notice; or
(iii) provided by Licensee in the form of its purchase order. Flexmonster's acknowledgment of, or response to, the Licensee's purchase order and issuance of the respective invoice shall be deemed Flexmonster's acceptance of the Licensee's intent to obtain a license for Flexmonster Software in accordance with the terms and conditions of this Agreement and constitutes an Order under this Agreement. Parties hereby expressly acknowledge and agree that any Licensee's purchase orders or similar documents in connection with the request for obtaining the license to use Flexmonster Software or its renewal or renewal of Maintenance shall be issued only for its own internal, administrative purposes and not with the intent to provide any contractual terms beyond the terms of this Agreement. For the avoidance of doubt, Parties hereby expressly acknowledge and agree that if a purchase order contains any terms or conditions that differ from or add to the terms and conditions outlined in this Agreement, Flexmonster hereby expressly rejects and does not accept such differing or additional terms and conditions. Consequently, these differing or additional terms and conditions will not form part of the agreement between Parties, and the terms and conditions of this Agreement shall prevail and apply to such Order.
1.21. “Production Key” means a License Key tied to a specific production domain name where Flexmonster Pivot Table & Charts will be deployed to be accessed by Licensee’s end-users.
1.22. “Proprietary Code” means the JavaScript files constituting Flexmonster Pivot Table & Charts that are provided in the obfuscated form (i.e., intentionally arranged or configured to increase the difficulty of understanding) and the parts of Flexmonster Software provided in the binary form, including, Flexmonster Data Server, Flexmonster Admin Panel, Flexmonster Accelerator, Flexmonster MongoDB Connector.
1.23. “Representative” means, in relation to a Party, directors, officers, employees, civil contractors, agents, advisers, accountants and consultants.
1.24. “Support” means Flexmonster Software support as described in Clause 5.5 of this Agreement. Support does not include any professional or technical services that may be provided by Flexmonster under a separate agreement.
1.25. “Third Party” means individuals, corporations, and entities other than Flexmonster, Licensee, or any of their Representatives.
1.26. “Validity Period” means the period during which Flexmonster Software shall be available for use by Licensee according to the chosen License Model under Article 3 of this Agreement. The initial Validity Period shall start from Delivery Date and the subsequent Validity Period as prescribed in Clause 3.6 of this Agreement.
2.1. This Agreement shall come into force once License Fee for Commercial License Model is received in full by Flexmonster and Flexmonster Software is initially delivered to Licensee on Delivery Date; and for Trial License – once Flexmonster Software becomes available to Licensee. This Agreement shall remain valid during Validity Period unless terminated earlier in accordance with the provisions of Article 14 herein.
2.2. Unless otherwise provided in this Agreement or additionally agreed by Parties and specified in the additional document to this Agreement, Flexmonster grants to Licensee a limited, non-exclusive, and non-transferable license for the use of Flexmonster Software in accordance with the provisions of chosen License Model set forth in Article 3 of this Agreement during Validity Period and subject to the restrictions specified in this Agreement. License is granted Licensee without License Fee for Trial License and with License Fee if it is granted under the respective Commercial License Model.
2.3. Flexmonster Software is licensed, but not sold, to Licensee and shall be utilized strictly under the provisions of this Agreement.
2.4. The number of Licensee’s own employees that can work with Flexmonster Software is not limited.
2.5. Licensee is entitled to Flexmonster Software’s Maintenance in accordance with Article 5 of this Agreement unless specifically stated otherwise in the additional document to this Agreement.
2.6. Licensee is responsible for abiding by the provisions set forth in this Agreement and ensuring such abidance from its respective Representatives, clients, and end-users. Licensee’s Representatives, clients, and end-users that may have been provided the right to use Flexmonster Software have the same scope of responsibilities as Licensee has.
2.7 In case of a breach of this Agreement involving the distribution or use of Flexmonster Software outside the terms of the license under the respective License Model, Flexmonster may retrospectively charge Licensee a fee calculated based on License Model corresponding to the actual use of Flexmonster Software outside the terms of the license under the respective License Model using the relevant list prices that Flexmonster charges for use of Flexmonster Software. These charges are in addition to any other right or claim that Flexmonster may have against Licensee and are in addition to any other fees payable by Licensee under this Agreement.
2.8. In case excessive, inappropriate, or otherwise not in accordance with this Agreement, use of the license under the respective License Model by Licensee causes direct material damage and/or unavoidable expenses to Flexmonster, Licensee shall compensate such appropriately proven damage and/or refund such expenses to Flexmonster in full.
2.9. Flexmonster Software may contain the Third Party software which may require notices and/or be subject to additional terms and conditions. By accepting this Agreement, Licensee is also accepting the additional terms and conditions, if any, set forth therein.
2.10. Licensee acknowledges and agrees that Flexmonster is the sole and exclusive owner of Proprietary Code and other proprietary rights in Flexmonster Software. Except as expressly stated herein, this Agreement does not grant Licensee any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of Flexmonster Software and/or any adaptations or derivatives thereof.
2.11. U.S. Government Licensees, clients, and or end-users. If the right to use Flexmonster Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the U.S. Government’s rights in Flexmonster Software will be only as set out herein. Flexmonster Software and Documentation are “commercial product” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government, clients and end-users acquire the right to use Flexmonster Software and such Documentation with only those rights set out herein.
3.1. The license is granted under one (1) of five (5) License Models (or a combination thereof). Each License Model grants to Licensee a specific set of rights to the use of Flexmonster Software:
3.1.1. Trial License means a limited, non-exclusive, and non-transferable right to use a watermarked Flexmonster Software internally for evaluation and demonstration of capabilities purposes for a Validity Period not exceeding thirty (30) calendar days starting from the Delivery Date. No License Fee is charged for Trial License. Flexmonster shall have no obligation whatsoever to provide any Maintenance or Support under Article 5 hereunder for Trial License. For the avoidance of doubt, Delivery Date for the matters of delivery of Trial License shall mean the date once Licensee downloads, installs, accesses, or otherwise manipulates Flexmonster Software for the first time. Trial License does not cover any commercial, professional, or other for-profit purposes that are subject to the provision of Commercial License Models. Notwithstanding anything to the contrary contained herein, Flexmonster may, at its sole discretion, extend Validity Period of Trial License by sending to Licensee an email confirmation in response to the request of Licensee. The period of extension of Validity Period of Trial License shall be determined at Flexmonster's sole discretion on a case-by-case basis. In case Flexmonster decides to grant an extension of Validity Period of Trial License to Licensee, all relevant provisions of this Agreement shall continue to apply mutatis mutandis. Notwithstanding anything else in this Agreement, if a Trial License is being granted by Flexmonster to Licensee, then: (i) Clauses 3.3-3.8 of this Agreement shall not apply (unless and until Licensee obtains the right to use Flexmonster Software under Commercial License Model) and (ii) Articles 5, 6 and Clauses 11.1-11.3 of this Agreement shall not apply (unless and until Licensee obtains right to use Flexmonster Software under Commercial License Model). Flexmonster reserves the right to terminate Licensee’s access to Flexmonster Software within this Trial License at any time, without Notice, for any reason whatsoever.
3.1.2. SCL (abbreviation of “Single Corporate License”) means a License Model intended for internal use of Flexmonster Software by a single company or individual, either Licensee itself or a Licensee's client, within a single Application. A single license under SCL License Model shall not be used by both Licensee and a Licensee’s client unless specifically stated otherwise in this Agreement. A Licensee’s client who obtained the right to use Flexmonster Software under SCL License Model is deemed Licensee for purposes of compliance with the respective provisions set forth in this Agreement, and Licensee shall be jointly and severally liable for any excessive or inappropriate use of Flexmonster Software by such person.
3.1.3. SaaS (abbreviation of “Software as a Service”) means a License Model intended for the use of Flexmonster Software as a component of Licensee’s off-premises single Application, designed to be used by multiple clients and/or end-users. Depending on the number of clients who will use Licensee’s off-premises single Application, License Fee varies and is specified on Flexmonster Website. Licensee’s clients and end-users shall not use Licensee’s SaaS License Model to deploy their own application(s).
3.1.4. OEM (abbreviation of “Original Equipment Manufacturer”) means a License Model intended for the use of Flexmonster Software as a component of Licensee's on-premises Application, developed for distribution of its copies to one (1) or more of Licensee’s clients (companies or individuals). Licensee’s clients who obtained the right to use Flexmonster Software under OEM License Model are deemed Licensees for purposes of compliance with the respective provisions set forth in this Agreement, and Licensee shall be jointly and severally liable for any excessive or inappropriate use of Flexmonster Software by such persons. Under OEM License Model, Licensee may obtain multiple licenses, each of which allows internal use of Flexmonster Software by a single client only. Licensee’s clients who obtained the right to use Flexmonster Software under OEM License Model shall not use this right to deploy their own application(s). SaaS deployment of OEM licenses is strictly prohibited.
3.1.5. Unlimited Perpetual Distribution means a License Model intended for the use of Flexmonster Software as a component of Licensee's Application, developed for distribution of its copies within both on-premises and off-premises deployments. Unlimited Perpetual Distribution grants Licensee an unlimited number of perpetual licenses for an unlimited number of its clients and end-users. Licensee’s clients who obtained the right to use Flexmonster Software under Unlimited Perpetual Distribution are deemed Licensees for purposes of compliance with the respective provisions set forth in this Agreement, and Licensee shall be jointly and severally liable for any excessive or inappropriate use of Flexmonster Software by such persons. Licensee’s clients who obtained the right to use Flexmonster Software under Unlimited Perpetual Distribution shall not use this right to deploy their own application(s).
3.2. Depending on the type of License Model granted by Flexmonster to Licensee, Clause 3.1.1, 3.1.2, 3.1.3, 3.1.4 or 3.1.5 of this Agreement shall apply accordingly. Other provisions of this Article 3 are applicable to all Commercial License Models and shall hence apply regardless of Commercial License Model selected unless otherwise specified additionally hereunder.
3.3. Licensee’s clients that were provided the right to use Flexmonster Software according to one (1) of Commercial License Models shall strictly follow the respective grants and restrictions of such License Model.
3.4. One (1) Commercial License Model grants to Licensee the right to use Flexmonster Software in a single specific Licensee’s Application. Commercial License Model intended to be used in a specific Application may not be transferred to or used in any other application(s).
3.5. Depending on Validity Period, the licenses granted by Flexmonster under Commercial License Model are either: (i) Annual (valid for one (1) year) or (ii) Perpetual (without validity limitation).
3.6. Flexmonster may, at its sole discretion, renew Annual license for the subsequent Validity Period upon the request of Licensee, subject to License Fee for the new subsequent Validity Period. The renewal request shall be provided by Licensee in advance before the expiration of the existing Validity Period unless otherwise agreed by Parties. Such request shall be considered duly submitted by Licensee through the relevant renewal Notice unless Parties execute a separate Order to this Agreement. This submission shall signify Licensee's agreement to renew the license for a subsequent Validity Period according to the valid License Fee for such renewal. Licensee hereby agrees that unless otherwise explicitly agreed by Parties and stipulated in the relevant Order or the renewal Notice, constituting an integral part of this Agreement, the subsequent Validity Period for the continuous operation of Flexmonster Software shall begin on the date following the expiration date of the preceding Validity Period, regardless of when License Fee is paid.
3.7. Flexmonster is entitled to amend the amount of License Fee or Maintenance Renewal Price at its sole discretion at any time. An amended License Fee or Maintenance Renewal Price shall not be applied to a valid license under the relevant Commercial License Model until the next renewal of Validity Period or Maintenance Period, respectively.
3.8. In case License Fee or Maintenance Renewal Price changes, Flexmonster shall update Licensee with valid Fees not less than twenty-one (21) calendar days before the expiration date of Validity Period or Maintenance Period.
4.1. Commercial, professional, or any other for-profit use of Trial License of Flexmonster Software, as well as any kind of distribution of Flexmonster Software, is prohibited.
4.2. Licensee is responsible for abiding by the provisions set forth in this Agreement and ensuring such abidance from its Representatives.
4.3. Licensee certifies that it is not: (i) included in any list of the sanctioned or ineligible parties maintained by the United States of America, the European Union, the United Kingdom, or any other relevant jurisdiction; (ii) owned nor controlled, directly or indirectly, by an individual or entity on any such list mentioned hereabove; and (iii) subject to any export laws and regulations of the United States of America and other relevant jurisdictions, sanction, and/or other trading compliance restrictions which may limit or prohibit its right to download, install, and/or use Flexmonster Software in accordance with this Agreement. Licensee agrees that it will stop using Flexmonster Software and notify Flexmonster immediately if these circumstances change. For purposes of this provision, “owned” and “own” mean an interest of fifty (50) percent or more, and “control” means the right or ability to dictate the decisions, actions, and/or policies of an entity or its management.
4.4. Licensee agrees that it shall not itself or indirectly, including through any affiliate, agent, or other person:
4.4.1. de-obfuscate, decompile, hack, reverse engineer, disassemble, decode or otherwise determine or attempt to determine Proprietary Code or otherwise attempt to extract the non-obfuscated code or source code of Proprietary Code or any part of it, and/or determine any part of source code of Flexmonster Software, and/or algorithms of its work, and agrees not to permit or authorize anyone else to do so;
4.4.2. change, alter, analyze, explore, copy or create any derivative works or improvements of Proprietary Code or otherwise modify Flexmonster Software or its part(s) and agrees not to permit or authorize anyone else to do so without Flexmonster’s prior written consent;
4.4.3. publish or otherwise make Flexmonster Software available to any other Third Parties, in whole or in part, or in any other form (e.g., under another title or brand name), whether as included or incorporated into Licensee’s Application or separately, whether for free or commercially, unless otherwise permitted under this Agreement; sublicense, resell, distribute, market, commercialize, rent, lease, or lend Flexmonster Software, in whole or in part, or in any other form (e.g., under another title or brand name), to any other Third Parties without Flexmonster’s prior written consent;
4.4.4. use Flexmonster Software in any way that could harm it or impair the use of it by any other lawful user;
4.4.5. export or re-export Flexmonster Software to any country, person, entity, client, and/or end-user, in violation of the export laws and regulations of the United States of America or any other relevant jurisdictions.
4.5. For purposes of clarity, Licensee may customize Flexmonster Software to its needs by modifying the files constituting Flexmonster Software that are not Proprietary Code (e.g., to customize the toolbar, perform a language localization or create custom themes), provided that Licensee complies with the restrictions in relation to Proprietary Code set out in this Agreement.
5.1. Licensee is entitled to Flexmonster Software’s Maintenance solely for licenses obtained under Commercial License Model. The duration of Maintenance Period for each license under any Commercial License Model is one (1) year starting from Delivery Date (“Initial Maintenance Period”) or one (1) year starting from the date following the expiration date of the preceding Maintenance Period (“Subsequent Maintenance Period”) unless specifically stated otherwise in the relevant Order or the renewal Notice.
5.2. Maintenance after Initial Maintenance Period shall be provided to the Licensee, subject to renewal of Annual license and the payment of the corresponding License Fee or renewal of the Maintenance Period of Perpetual license for Subsequent Maintenance Period and the payment of Maintenance Renewal Price.
5.3. Flexmonster may, at its sole discretion, renew Maintenance Period of Perpetual license for Subsequent Maintenance Period upon the request of Licensee, subject to Maintenance Renewal Price for the new Subsequent Maintenance Period. The renewal request shall be provided by Licensee in advance before the expiration of the valid Maintenance Period unless otherwise agreed by Parties. Such request shall be considered duly submitted by Licensee through the relevant renewal Notice unless Parties execute a separate Order to this Agreement. This submission shall signify Licensee's agreement to renew Maintenance for Subsequent Maintenance Period according to the valid Maintenance Renewal Price for such renewal. Licensee hereby agrees that unless otherwise explicitly agreed by Parties and stipulated in the relevant Order or the renewal Notice, constituting an integral part of this Agreement, Subsequent Maintenance Period for the continuous provision of Maintenance for Perpetual licenses shall begin on the date following the expiration date of the preceding Maintenance Period, regardless of when Maintenance Renewal Price is paid.
5.4. Depending on Commercial License Model and release version, Maintenance may include either Updates and Support or Updates only.
5.5. Support includes: (i) the provision of technical expertise and/or assistance by Flexmonster to Licensee for the questions directly related to Flexmonster Software and (ii) fixing the bugs in Flexmonster Software reported by Licensee. Detailed description of Support is provided on Flexmonster Website. Licensee accepts that the description of Support may be, from time to time, amended by Flexmonster and shall update the terms of Support itself by checking the information on Flexmonster Website. Licensee shall be guided with Support terms as provided on Flexmonster Website. Support cannot be applied to Flexmonster Software with an expired Maintenance Period.
5.6. Support is available in two options: (i) Standard and (ii) Premium. Support option chosen by Licensee shall be prescribed in the relevant Order while requesting the license under Commercial License Model or in the renewal Notice of Subsequent Maintenance Period. The difference between the Support options is specified on Flexmonster Website.
5.7. Updates are provided on the following terms:
5.7.1. Flexmonster may (but is not obligated to) modify Flexmonster Software for any reason or without any specific reason at any time and at its sole discretion. Such modifications may include updates, changes, alterations, additions, deprecations, etc., of Flexmonster Software or its functionality and may be made available from time to time through the distribution channels listed in the definition of “Flexmonster Software” in Clause 1.10 above as new versions of Flexmonster Software (“Updates”).
5.7.2. If any Updates are made available, such Updates shall be deemed integral parts of Flexmonster Software and shall be subject to the terms and conditions of this Agreement, unless Updates are expressly provided to Licensee under other or additional terms and conditions, in which case, if Licensee accepts the associated terms and conditions or downloads, installs, and/or uses Updates, those other or additional terms and conditions shall apply.
5.7.3. After issuing Updates, Flexmonster does not guarantee the continuous availability of previous versions of Flexmonster Software. Flexmonster reserves the right to disable, discontinue, or delete Flexmonster Software, in whole or in part, excluding Flexmonster Pivot Table & Charts, at any time and at its sole discretion, subject to an advance Notice to Licensee.
5.7.4. Updates cannot be applied to Flexmonster Software with an expired Maintenance Period.
5.8. A “bug” means a serious malfunction in Flexmonster Software that causes it to crash or produce invalid output, and which is a direct result of a coding or design error by Flexmonster. Flexmonster retains the final discretion to determine whether an issue in Flexmonster Software shall be considered a bug.
5.9. Licensee may provide Flexmonster with Licensee's feedback (e.g., questions, suggestions, comments, ideas or any other types of information) regarding Flexmonster Software, including in connection with Support as per Clause 5.6 above (“Feedback”). If Licensee provides Flexmonster with Feedback, Licensee hereby agrees that:
5.9.1. Licensee, to the extent allowed by any applicable laws, grants Flexmonster an exclusive, free-of-charge, royalty-free, worldwide, perpetual, irrevocable, sublicensable, transferable and assignable license to use, reproduce, distribute, modify, adapt, prepare derivative works based on, publicly perform, publicly display, sell, offer to sell, import, and otherwise exploit Feedback, except information provided as Feedback that was clearly marked as Confidential Information by Licensee, for any purposes;
5.9.2. Flexmonster has no obligation to use, consider, reply to, or do any other actions with Licensee's Feedback; and
5.9.3. if Flexmonster uses Licensee's Feedback in any manner, Flexmonster is not required to notify, credit or compensate Licensee for Licensee's contribution.
6.1. Licensee shall make all payments of Fees to Flexmonster in advance. Fees are due and payable by Licensee upon receipt of Flexmonster’s invoice and in accordance with the terms specified therein. Unless other terms are agreed by Parties and specified in the additional document to this Agreement, Licensee shall make all payments of Fees in currency and through payment methods according to the invoice or as stipulated while submitting Checkout Form.
6.2. Unless otherwise specified in the invoice issued by Flexmonster, License Fee is due in full before the license under the relevant Commercial License Model is granted. Flexmonster Software shall be initially delivered to Licensee only after License Fee is received by Flexmonster.
6.3. Any payment shall be considered received after it is successfully credited to Flexmonster's bank account in full.
6.4. All applicable bank charges in connection with any payments under this Agreement, including transaction commissions, conversion fees, and fixed cost of transaction-related services, imposed by Licensee's bank(s), including intermediate and correspondent banks used by Licensee to make the payments, shall be borne by Licensee.
6.5. If Licensee is delinquent in the payment of any invoice or is otherwise in material breach of this Agreement, Flexmonster may, in its absolute discretion, and without prejudice to its other rights or remedies: (i) withhold delivery or access to Flexmonster Software; (ii) require Licensee to prepay for further renewal of the license to use Flexmonster Software or renewal of Subsequent Maintenance Period; (iii) withhold the provision of Maintenance until complete payment has been received; (iv) charge Licensee interest at the rate of 1% per month or the highest rate allowable by applicable law, whichever is less, for unpaid amount; and/or (v) Flexmonster may condition future renewals, Orders and invoices on payment terms shorter than those specified in previous invoices. If any amount owing by Licensee under this Agreement, together with any interest accrued thereon, is thirty (30) calendar days overdue after Flexmonster has notified Licensee in writing that the invoice or penalty claim is overdue for payment, Flexmonster may, without limiting its other right and remedies, accelerate any and all of Licensee’s unpaid fee obligations under this Agreement so that such obligations become immediately due and payable. Licensee shall bear any costs (including attorneys’ fees and costs) incurred by Flexmonster in collecting any amounts due hereunder.
6.6. All payments made by Licensee to Flexmonster are non-refundable ten (10) days after the payment has been received or once a corresponding Production Key has been issued to Licensee (whichever comes first).
6.7. All payments are exclusive of any taxes, fees and duties or other similar amounts, however designated, including, without limitation, value-added withholding and sales taxes that are levied or based upon the prices, charges or upon this Agreement. Licensee shall pay, in addition to License Fee, all taxes (excluding taxes based on Flexmonster’s net income) however designated, levied or based on the prices, terms or performance of this Agreement required to be paid by Licensee under applicable law, including, without limitation, state and local sales and use taxes, duties and privilege and excise taxes, unless Licensee furnishes appropriate evidence of exemption.
7.1. Licensee's rights to use Flexmonster Software are strictly limited to rights expressly provided by this Agreement.
7.2. All intellectual property rights in and related to Flexmonster Software and the goodwill connected with that are and shall remain owned solely, exclusively, and in its entirety by Flexmonster. Licensee hereby expressly acknowledges that it shall acquire no title to Flexmonster Software and that nothing in this Agreement shall be held or interpreted as transferring any such rights to Licensee.
7.3. All changes, modifications, upgrades, updates, or otherwise of Flexmonster Software performed by Flexmonster shall remain the sole and exclusive property of Flexmonster.
7.4. Any pre-existing intellectual property and other content and data that Licensee processes using Flexmonster Software under this Agreement shall remain Licensee’s property.
7.5. Flexmonster Software includes certain components provided under open-source licenses. Licensee agrees with the following:
7.5.1. the use of such components shall be governed by and subject to the terms of the relevant open-source license. The list of such components and links to the respective licenses as of the date of this Agreement are specified in Annex No. 1 (Open-Source Components);
7.5.2. the list of such components and the respective licenses, as well as their terms, may be changed by Flexmonster without any prior Notice to Licensee. Licensee shall verify such information by referring to a dedicated page on Flexmonster Website at https://www.flexmonster.com/open-source-components/. Flexmonster does not undertake to keep the links to the respective licenses updated at all times;
7.5.3. it is solely Licensee's responsibility to comply with the relevant license terms of Open-Source Components included in Flexmonster Software.
8.1. A Party's Confidential Information shall not be deemed to include information that: (i) is or becomes publicly known other than through any act or omission of the receiving party; (ii) was in the other party's lawful possession before the disclosure; (iii) is lawfully disclosed to the receiving party by a Third Party without restriction on disclosure; (iv) is independently developed by the receiving party, which independent development can be shown by written evidence; or (v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body, provided that to the extent practicable and permitted by law, the receiving party shall promptly notify the disclosing party in advance of such requested disclosure and provide the disclosing party with an opportunity to object to such request.
8.2. Each Party shall (and shall ensure that each of its Representatives shall) maintain Confidential Information in confidence and not disclose that Confidential Information to any person or its use for purposes not related to the execution or performance of this Agreement. Each Party shall treat Confidential Information with at least the same level of care and confidence as its own.
8.3. Neither Party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any Third Party, provided that such Party has taken reasonable steps to protect and avoid the loss, destruction, alteration or disclosure of such Confidential Information.
8.4. Licensee shall be liable to Flexmonster for any unauthorized use, transfer or disclosure of Confidential Information by Licensee.
9.1. This Agreement is governed by the laws of the United States of America, and in respect of any dispute which may arise hereunder Licensee consents to the jurisdiction of the state and provincial courts sitting in Florida, the United States of America. The United Nations Convention for the International Sale of Goods or any successor to it does not apply to this Agreement.
10.1. FLEXMONSTER AND ITS SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO FLEXMONSTER SOFTWARE, AS WELL AS ANY AND ALL CHANGES, MODIFICATIONS, UPGRADES, UPDATES OR OTHERWISE THEREOF. ALSO, THERE IS NO WARRANTY OF NON-INFRINGEMENT AND TITLE OR QUIET ENJOYMENT. FLEXMONSTER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF FLEXMONSTER SOFTWARE, AS WELL AS ANY AND ALL CHANGES, MODIFICATIONS, UPGRADES, UPDATES OR OTHERWISE THEREOF.
10.2. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY FLEXMONSTER, ITS DEALERS, RESELLERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.
10.3. Without limitation to the foregoing, Flexmonster provides no warranty or undertaking and makes no representation of any kind that Flexmonster Software will meet Licensee requirements, achieve any intended results, be compatible or work with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards, can be integrated into Licensee’s Application hosted on any country code top-level domains (CCTLDS), accessed through a specific Internet provider, or available in all geographic locations.
10.4. Licensee acknowledges that Flexmonster Software has not been developed to meet its individual requirements and that it is Licensee’s responsibility to ensure that the facilities and functions of Flexmonster Software meet its requirements.
11.1. Flexmonster shall indemnify, defend, and hold Licensee harmless up to the amount of License Fees paid by Licensee, from any and all actions, causes of action, claims, demands, reasonable costs, liabilities, reasonable expenses (including reasonable attorneys’ fees), and damages finally awarded by a court of competent jurisdiction arising from any claim that Flexmonster Software infringes any copyright of a Third Party; provided, that:
11.1.1. Licensee shall promptly deliver to Flexmonster Notice in writing of any infringement claim made by a Third Party, but in no event more than ten (10) days after Licensee becomes aware of such claim; and, if known, specify in reasonable detail the nature of the claim and the amount, or an estimate of the amount, of the liability arising therefrom. Licensee shall, at Flexmonster's expense, provide to Flexmonster as promptly as practicable thereafter information and documentation reasonably requested by Flexmonster to support and verify the claim asserted, provided that Flexmonster may restrict or condition any disclosure to preserve privileges of importance in any foreseeable litigation.
11.1.2. Flexmonster shall assume and retain sole control of the investigation, defense or settlement of any Third Party infringement claim made against Licensee or Flexmonster with respect to Flexmonster Software, including the employment of counsel or accountants, at its cost and expense. Licensee may employ counsel separate from counsel employed by Flexmonster in any such action and to participate therein as an interested observing party (provided that strategic control of all action shall be retained by Flexmonster), but the fees and expenses of such counsel employed by Licensee shall be at Licensee's expense. Flexmonster may determine and adopt (or, in the case of a proposal by Licensee, approve) a settlement of such matter in its reasonable discretion. Flexmonster shall not be liable for any settlement of any claim without its prior written consent, which shall not be unreasonably withheld. Whether or not Flexmonster chooses to so investigate or defend such claim, Licensee shall cooperate with Flexmonster in the defense thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by Flexmonster in connection therewith. The indemnification provided by Flexmonster herein is conditional upon the provision of Licensee’s reasonable cooperation.
11.1.3. If such a claim arises, or in either Party's judgment is likely to arise, Licensee agrees to allow Flexmonster, at Flexmonster's option, to either: (i) procure the right to permit the continued exercise of the rights and licenses in Flexmonster Software granted under this Agreement; (ii) replace or modify Flexmonster Software, so it becomes non-infringing while affording substantially equivalent performance; or (iii) terminate the license for the infringing Flexmonster Software and upon return thereof by Licensee, refund a pro-rated portion of License Fees paid by Licensee to Flexmonster for Flexmonster Software relating to the remainder of Validity Period of Annual licenses, but in no event more than the total License Fees paid, and for Perpetual license such refund shall not be more than the 30% discounted amount of paid License Fee for the Perpetual license.
11.2. Flexmonster shall have no obligation under Clause 11.1 above to the extent any indemnity claim is caused by: (i) use of Flexmonster Software in combination with any other Third Party product not provided by Flexmonster or combinations that may not reasonably have been anticipated if the infringement would not have occurred but for such combination; (ii) use of Flexmonster Software in a manner not authorized by this Agreement; (iii) any unauthorized modification of Flexmonster Software if the infringement would not have occurred but for such unauthorized modification (Parties agree that integration or incorporation of Flexmonster Software into Licensee’s Application shall be deemed an authorized modification of Flexmonster Software); (iv) Licensee’s continued use of Flexmonster Software after being notified by Flexmonster, or notifying Flexmonster, of the alleged infringement; (v) software or components not supplied by Flexmonster; (vi) any claim arising out of Licensee's gross negligence or recklessness or willful misconduct; (vii) if Licensee was in breach of this Agreement, in any respect, at the time the infringement claim or allegation was received; (viii) Open-Source Components; (ix) Licensee’s use of any release of Flexmonster Software other than the latest version of Flexmonster Software that has been commercially available for at least six (6) months prior to the date of assertion of such claim.
11.3. CLAUSE 11.1 STATES FLEXMONSTER'S ENTIRE OBLIGATION WITH RESPECT TO ANY CLAIM REGARDING THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
11.4. Licensee shall indemnify, hold harmless and defend Flexmonster from and against any and all claims, liabilities, damages, and expenses (including reasonable attorneys' fees) incurred by Flexmonster as a result of any breach by Licensee of this Agreement, provided that Flexmonster promptly notifies Licensee in writing of any such claim and promptly tenders to Licensee the control and defense and settlement of such claim at Licensee's expense and with Licensee's choice of counsel. Flexmonster shall cooperate with Licensee, at Licensee's expense, in defending or settling such claim and Flexmonster may join in defense with counsel of its choice at its own expense.
12.1. FLEXMONSTER SOFTWARE AND MAINTENANCE SUPPLIED BY FLEXMONSTER ARE PROVIDED ‘AS IS’ AND MAY HAVE ERRORS AND OMISSIONS.
12.2. NEITHER FLEXMONSTER NOR ITS SUPPLIERS SHALL BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS OR SAVINGS, LOSS OF DATA, LOSS OF REVENUE, LOSS OF USE OR MONEY, LOSS OF OPPORTUNITY, BUSINESS INTERRUPTION OR THE LIKE) ARISING OUT OF THE USE OF, OR INABILITY TO USE, FLEXMONSTER SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF FLEXMONSTER OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
12.3. IN ANY EVENT, FLEXMONSTER’S TOTAL LIABILITY TO LICENSEE FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER SHALL BE LIMITED TO FEES ACTUALLY PAID BY LICENSEE IN THE CALENDAR YEAR DURING WHICH SUCH DAMAGE OCCURRED.
13.1. Flexmonster shall comply with its privacy policy relating to information Licensee or Licensee’s employees provide to Flexmonster for the purposes of this Agreement. Flexmonster’s privacy policy is available at https://www.flexmonster.com/privacy-policy/ or such other Flexmonster Website address as notified to Licensee from time to time, and as such document may be amended from time to time by Flexmonster in its sole discretion.
13.2. Flexmonster will use any information Licensee provides to it or that Flexmonster collects under this Agreement as described in Flexmonster’s privacy policy, and to:
13.2.1. provide, manage, and administer Licensee’s use of Flexmonster Software;
13.2.2. fulfill Flexmonster’s contractual obligations under this Agreement; and
13.2.3. liaise with regulators, banks, law enforcement agencies (including the police), and fraud detection parties.
13.3. Licensee agrees that Flexmonster may process technical and related information about Licensee’s use of Flexmonster Software, which may include details of License Keys, license expiration, technical ticket support information, other Licensee’s requests to facilitate the provisioning of Maintenance and other services required for the proper fulfillment of this Agreement.
13.4. Flexmonster expressly disclaims any intention to receive or solicit confidential or proprietary materials, information, or any other personal data from Licensee through its use of Flexmonster Software or receipt of Maintenance from Flexmonster. Any materials, attachments, information or personal data submitted by Licensee as part of error submissions, or disclosed during chats, raised tickets, online discussions, Support submissions, or provided to Flexmonster in any manner, shall not be deemed as Confidential Information by Flexmonster, unless otherwise explicitly stated by Licensee. Licensee acknowledges that submissions to Flexmonster will not be treated as confidential or proprietary, and Flexmonster shall have no obligation to maintain such information as Confidential Information and comply with the privacy policy.
13.5. Licensee shall not send Flexmonster any personal data or carry out any act or omission which would result in Flexmonster processing any personal data, from which any individual may be directly or indirectly identified, unless otherwise expressly agreed between Parties in advance.
13.6. Licensee owns the data it inputs into Flexmonster Software, and has sole responsibility for its legality, reliability, integrity, accuracy, and security. Licensee shall indemnify, defend, and hold Flexmonster harmless from any and all actions, causes of action, claims, demands, costs, liabilities, expenses (including reasonable attorneys’ fees), and damages arising out of or in connection with any claim that by allowing such data to be inputted into Flexmonster Software, Flexmonster is or may be infringing the intellectual property rights of any Third Party.
14.1. Flexmonster may suspend the license to use Flexmonster Software, as well as the provision of any Maintenance to Licensee, and Licensee may not claim any damages in relation to such suspension if there are reasonable grounds to believe that the circumstances at the delivery destination may endanger security and confidentiality of Flexmonster Software or any updates or modifications thereof.
14.2. Either Party may terminate this Agreement in case of a material breach of its provisions by another Party, including but not limited to the breach of any provisions of Articles 3 and/or 4 hereof, subject to a thirty (30) calendar days prior written Notice, if the said breach is not remedied by other Party within such a period.
14.3. Notwithstanding anything to the contrary herein, this Agreement, the associated license for Flexmonster Software, and Maintenance will terminate automatically and without previous Notice by Flexmonster if Licensee fails to comply with any of the terms or conditions of this Agreement or rejects the amendments to this Agreement made by Flexmonster under Article 19 of this Agreement.
14.4. This Agreement terminates automatically, with no further action by either Party, if: (i) a receiver, manager, administrator, administrative receiver or similar figure under the law of any jurisdiction is appointed for either Party or its property; (ii) either Party proposes, or is subject to, a general assignment for the benefit of creditors or compromise, or arrangement with its creditors or any class of its creditors; (iii) any proceedings are commenced by, for, or against either Party under any bankruptcy, insolvency, or debtor’s relief law for the purpose of seeking a moratorium, rescheduling or reorganization of such Party’s debts, and such proceeding is not dismissed within sixty (60) calendar days of its commencement; (iv) either Party is liquidated, wound up or dissolved.
14.5. Upon termination of this Agreement or expiration of Validity Period for any reason:
14.5.1. no refunds are due to Licensee from Flexmonster for prepaid Fees (if any);
14.5.2. all rights granted to Licensee under the license, including Maintenance, shall end, and Licensee shall immediately stop all activities authorized by this Agreement;
14.5.3. Licensee must immediately pay Flexmonster any sums that accrued prior to termination;
14.5.4. Licensee agrees and undertakes, without any delay and at its own expense, to destroy all copies of Flexmonster Software and provide Flexmonster immediately with a written certification signed by an authorized representative, certifying that Licensee has destroyed all copies of Flexmonster Software, License Keys, and Documentation and that all use of Flexmonster Software by Licensee has been discontinued;
14.5.5. Flexmonster shall not be liable before Licensee or any Third Party for termination of the access to Flexmonster Software.
14.6. Any provision of this Agreement that expressly or by implication should come into effect or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
15.1. All notices, consents, approvals, requests, claims, demands, notifications and other communications related to the terms and conditions of this Agreement (collectively, “Notices”) shall be in writing and in English, and shall be delivered by electronic mail to the respective Parties as follows:
15.1.1. Flexmonster - notices@flexmonster.com;
15.1.2. Licensee - at the electronic mail addresses and contact information provided by Licensee in Checkout Form, Order, additional document to this Agreement or response Notice to Flexmonster Notice.
15.2. Notwithstanding the abovementioned, Notices regarding changes in Fees, Flexmonster Software license and Maintenance terms, and/or Support descriptions, and/or Documentation, and/or modifications to this Agreement may be made by Flexmonster either by posting on Flexmonster Website or by email.
15.3. Any Notice or communication shall be deemed to have been received if sent by email at 9.00 am on the next Business Day after transmission. In this paragraph, “Business Day” means a day other than Saturday, Sunday, or a public holiday in the United States of America when banks in the United States of America are open for business.
16.1. This Agreement shall be binding upon and inure to the benefit of Parties and their successors, legal representatives, and permitted assigns. Licensee shall not, without the prior written consent of Flexmonster, assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under this Agreement. Flexmonster may at any time assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under this Agreement.
17.1. Neither a delay nor a failure of either Party to enforce any of the provisions of this Agreement shall be interpreted or construed to be a waiver of that Party to enforce the same or any other provision hereof.
18.1. Licensee authorizes Flexmonster to publicly identify it as a customer and user of Flexmonster Software. This authorization includes the right to reproduce and display the Licensee's name, trademarks, and logo on Flexmonster Website and other promotional and marketing materials for the purpose of identifying Flexmonster’s relationship with Licensee.
19.1. Flexmonster may update this Agreement at any time at its discretion by reasonable Notice to Licensee in accordance with Clause 15.2, including by posting the updated Agreement on Flexmonster Website. If any amendment to this Agreement is not acceptable to Licensee, Licensee may terminate this Agreement according to Clause 14.3 of this Agreement. By continuing to use Flexmonster Software or renewing the license under License Model or Maintenance after the effective date of any modifications to this Agreement, Licensee hereby accepts and agrees to be bound by the terms and conditions of the modified Agreement. The modified terms and conditions of this Agreement will become effective upon posting the updated Agreement on Flexmonster Website or if Flexmonster notifies Licensee by email, as stated in the email message. It is Licensee’s responsibility to check Flexmonster Website regularly for modifications to this Agreement. Flexmonster last modified this Agreement on the date listed at the beginning of this Agreement.
20.1. This Agreement shall not be construed as creating a joint venture, partnership or the like. Neither Party shall act or be deemed to act on behalf of the other Party or have the right to bind the other Party.
20.2. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable in any respect under the law of any jurisdiction, then such provision shall (so far as it is invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions of this Agreement.
20.3. This Agreement, including its modifications, any Order, invoices or other documents, additionally agreed by Parties, constitutes the sole and entire agreement of Parties with respect to the subject matter hereof and supersedes any prior oral or written promises or agreements. There are no promises, covenants, or undertakings other than those expressly set forth in this Agreement. This Agreement can be supplemented or superseded by a mutually agreed written agreement. All additional documents to this Agreement shall be considered valid only if executed by both Parties.
20.4. If there is an inconsistency between any of the provisions in this Agreement, any Order, invoices or other related documents, the provisions in this Agreement shall prevail except where Flexmonster expressly agrees otherwise in writing. No terms or conditions in Licensee’s purchase order or in any other Licensee’s order documentation (other than Order or other related documents accepted and executed by Parties) shall be incorporated into or form any part of this Agreement. All such terms and conditions not contained in Order or related executed documents shall be null and void.
This Annex No. 1 to Software License Agreement constitutes an integral part of it.
Flexmonster uses certain Open-Source Components in Flexmonster Software. Here are the lists of these libraries and links to their respective licenses for each part of Flexmonster Software as of the date of this Agreement:
| 1. | canvg.js | v2.0.0 | MIT | https://github.com/canvg/canvg/blob/v2.0.0/LICENSE |
| 2. | d3.js | v3.5.12 | ISC | https://github.com/d3/d3/blob/v3.5.12/LICENSE |
| 3. | html2canvas | v1.3.2 | MIT | https://github.com/niklasvh/html2canvas/blob/v1.3.2/LICENSE |
| 4. | jsPDF | v2.5.1 | MIT | https://github.com/parallax/jsPDF/blob/v2.5.1/LICENSE |
| 5. | jsSHA | v3.2.0 | BSD 3-Clause | https://github.com/Caligatio/jsSHA/blob/v3.2.0/LICENSE |
| 1. | MySqlConnector | v2.3.7 | MIT | https://github.com/mysql-net/MySqlConnector/blob/2.3.7/LICENSE |
| 2. | NLog.Web | v5.2.0 | BSD-3-Clause | https://github.com/NLog/NLog.Web/blob/v5.2.0/LICENSE |
| 3. | Npgsql | v8.0.3 | PostgreSQL | https://github.com/npgsql/npgsql/blob/v8.0.3/LICENSE |
| 4. | Oracle.ManagedDataAccess.Core | v23.5.1 | Oracle | https://www.nuget.org/packages/Oracle.ManagedDataAccess.Core/23.5.1/License |
| 1. | axios | v1.6.7 | MIT | https://github.com/axios/axios/blob/v1.6.7/LICENSE |
| 2. | @reduxjs/toolkit | v2.2.1 | MIT | https://github.com/reduxjs/redux-toolkit/blob/v2.2.1/LICENSE |
| 3. | sudo-prompt | v9.2.1 | MIT | https://github.com/jorangreef/sudo-prompt/blob/v9.2.1/LICENSE |
| 1. | Costura.Fody | v4.0.0. | МІТ | https://github.com/Fody/Costura/blob/develop/LICENSE |
| 2. | Fody | v5.1.1 | MIT | https://github.com/Fody/Fody/blob/5.1.1/License.txt |
| 3. | Newtonsoft.Json | v13.0.2 | MIT | https://github.com/JamesNK/Newtonsoft.Json/blob/13.0.2/LICENSE.md |
| 4. | NLog | v4.6.6 | BSD-3-Clause | https://github.com/NLog/NLog/blob/v4.6.6/LICENSE.txt |
| 5. | Owin | v1.0.0 | Apache-2 | https://github.com/owin-contrib/owin-hosting/blob/master/LICENSE.txt |
| 1. | mongodb | v4.17.0 | Apache-2 | https://github.com/mongodb/node-mongodb-native/blob/v4.17.0/LICENSE.md |
Please click here to access the most current list of Open-Source Components.
