ag-Grid-Enterprise Software Licence Agreement Version 1.7
THIS DOCUMENT IS A LEGAL AGREEMENT (the “Agreement”) BETWEEN AG GRID LTD. (“We,” “Us”) AND YOU OR THE ORGANISATION ON WHOSE BEHALF YOU ARE ENTERING INTO THIS AGREEMENT (“You”) IN RELATION TO AG-GRID-ENTERPRISE SOFTWARE. RIGHTS GRANTED HEREIN APPLY ONLY TO SOFTWARE FOR WHICH YOU HAVE PAID THE APPLICABLE FEE (AS INVOICED BY US TO YOU).
BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS LICENCE AGREEMENT, DO NOT PROCEED WITH THE DOWNLOADING, COPYING, INSTALLATION OR ANY OTHER USE OF THE SOFTWARE OR ANY PORTION THEREOF AS YOU HAVE NO RIGHTS TO DO SO. THE SOFTWARE IS PROTECTED BY UNITED KINGDOM COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT LAWS, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. THE SOFTWARE IS LICENSED, NOT SOLD.
THIS LICENCE AGREEMENT DESCRIBES YOUR RIGHTS AND RESTRICTIONS WITH RESPECT TO THE SOFTWARE AND ITS COMPONENTS.
1.DEFINITIONS
“Application” means any software, application, or elements that Your Licensed Developers develop using the Software or Modifications in accordance with this Agreement; provided that any such Application: (i) must have substantially different functionality than the Software; and (ii) must not allow any third party to use the ag-Grid-Enterprise, or any portion thereof, for software development or application development purposes.
“Licensed Developers” shall mean a distinct group for whom You have purchased a licence to develop using the Software, whether such person is an employee acting within the scope of their employment with You or Your consultant or contractor acting within the scope of the services they provide for You. Members within the group of Licensed Developers can be replaced with alternative members as long as the number within the group at any time does not exceed the number for which the licence was originally purchased.
“End User” means an end user of Your Application, who acquires a licence to use such application solely for their own internal use and not for distribution, resale, user interface design, or software development purposes.
“Modification” means: a) any addition to or deletion from the contents of a file included in the original Software or previous Modifications created by You, and/or b) any new file that leverages any part of the original ag-Grid-Enterprise or previous Modifications.
“Organisation” means the organisation on whose behalf You have undertaken this licence (which you warrant and represent to Us that You are fully authorised to do).
“Software” means the ag-Grid-Enterprise software, generally made available in source code format.
“Support Services” means the member-only, online support forum that may be made available to You on which You may raise queries regarding the Software and that is monitored by the ag-Grid development and support team.
“Distributor” means any person or entity selling your Application.
2.LICENSE GRANT
A) SINGLE APPLICATION DEVELOPER LICENSE: Subject to the payment of the required fee, and subject to Your compliance with the terms and conditions of this Agreement, We grant to You a non-exclusive, royalty-free, worldwide, perpetual, non-transferable and non-sub licensable licence for Licensed Developer(s) to use the Software to create Modifications and Applications for one named application ("Authorized Application" or "Authorized Project") within your Organisation. The Authorized Application has to be specified in the License Order. The Project License covers new versions and different editions of the Authorized Application as long as they are in the evolutionary line of it.
B) MULTIPLE APPLICATION DEVELOPER LICENSE: Subject to the payment of the required fee, and subject to Your compliance with the terms and conditions of this Agreement, We grant to You a non-exclusive, royalty-free, worldwide, perpetual, non-transferable and non-sub licensable licence for Licensed Developer(s) to use the Software to create Modifications and Applications for multiple applications within your Organisation.
For both SINGLE APPLICATION DEVELOPER LICENSE and MULTIPLE APPLICATION DEVELOPER LICENSE, all developers modifying JavaScript code as part of Your Modifications and Applications are required to be covered by the set of Licensed Developers. It is not permissible to only include a subset of such developers that will be directly using the Software. For example, if you have 5 developers working with JavaScript on your application, but only 2 directly working with ag-Grid, all 5 are required to be Licenced Developers.
Both SINGLE APPLICATION DEVELOPER LICENSE and MULTIPLE APPLICATION DEVELOPER LICENSE must be combined with one of OEM LICENSE and SAAS LICENSE if the built application is to be sold as a product or sold as part of a SAAS offering.
C) OEM LICENSE: Subject to the payment of the required fee, and subject to Your compliance with the terms and conditions of this Agreement, We grant to You a non-exclusive, worldwide, perpetual, non-transferable and non-sub licensable licence for You to include the Software within your application to be provided together as part of Your product for You to market, reproduce and distribute ag-Grid-Enterprise and/or Modifications to End Users, Distributors and Resellers solely as integrated into Your Applications;
OEM LICENSE must be combined with one of either SINGLE APPLICATION DEVELOPER LICENSE or MULTIPLE APPLICATION DEVELOPER LICENSE.
D) SAAS LICENSE: Subject to the payment of the required fee, and subject to Your compliance with the terms and conditions of this Agreement, We grant to You a non-exclusive, worldwide, perpetual, non-transferable and non-sub licensable licence for You to include ag-Grid-Enterprise and/or Modifications within hosted environments solely as integrated into Your Applications.
SAAS LICENSE must be combined with one of either SINGLE APPLICATION DEVELOPER LICENSE or MULTIPLE APPLICATION DEVELOPER LICENSE.
E) TRIAL LICENCE: In addition to the other terms contained herein, and subject to Your compliance with this Agreement, We grant to You a revocable, non-exclusive, non-transferable and non-sub licensable licence to install and use the Software (the “Trial Licence”) strictly for Your internal evaluation and review purposes and not for production nor commercial purposes. This Trial Licence applies only if You have registered with Us for a Trial Licence of the Software and shall be effective for sixty (60) consecutive days following the date of registration (the “Trial Period”). You may only register for a Trial Licence once in any six month period. You agree not to use a Trial Licence for any purpose other than determining whether to purchase a licence to the Software. You are explicitly not permitted to distribute the Software to any user outside the Organisation. Your rights to use the Trial Licence will immediately terminate upon the earlier of: (i) the date of expiration of the Trial Period; or (ii) the date on which You purchase a licence for the Software. We reserve the right to terminate Your Trial Licence at any time in Our absolute and sole discretion.
F) BETA LICENCE: In addition to the other terms contained herein, if You have downloaded or received beta or pre-release versions of the Software (the “Beta Software”) from Us, subject to Your compliance with all of the terms and conditions of this Agreement, We grant to You a revocable, non-exclusive, non-transferable and non-sub licensable licence to install and use the Beta Software strictly for Your internal evaluation and review purposes and not for production nor commercial purposes (the “Beta Licence”). You are explicitly not permitted to distribute the Software to any user outside the Organisation. We reserve the right to terminate Your Beta Licence at any time in Our absolute and sole discretion.
YOU ACKNOWLEDGE THAT THE TRIAL AND BETA SOFTWARE MIGHT PLACE WATERMARKS ON OUTPUT, CONTAIN LIMITED FUNCTIONALITY, FUNCTION FOR A LIMITED PERIOD OF TIME, OR LIMIT THE FUNCTIONALITY OR TIME OF FUNCTIONING OF ANY OUTPUT. ACCESS TO AND/OR USE OF ANY FILES OR OUTPUT CREATED WITH SUCH SOFTWARE IS ENTIRELY AT YOUR OWN RISK. WE ARE LICENSING THE SOFTWARE ON AN “AS IS” BASIS AT YOUR OWN RISK AND WE DISCLAIM, TO THE EXTENT PERMITTED BY LAW, ANY WARRANTY OR LIABILITY TO YOU OF ANY KIND.
3.OWNERSHIP
This is a licence agreement and not an agreement for sale. We reserve ownership of all intellectual property rights inherent in or relating to the Software, which include, but are not limited to, all copyright, patent rights, all rights in relation to registered and unregistered trademarks (including service marks), confidential information (including trade secrets and know-how) and all rights other than those expressly granted by this Agreement. Source code for ag-Grid and ag-Grid-Enterprise will be available to You at all times. We provide You with source code to ag-Grid and ag-Grid-Enterprise so that You can:
- Make any Changes, Modifications, Additions or Enhancements to ag-Grid or ag-Grid-Enterprise for inclusion within Your Application.
- Provide Technical Support to Your Customers.
While You retain all rights to any original work authored by You as part of the Modifications, We continue to own all copyright and other intellectual property rights in the Software. You must not remove, obscure or interfere with any copyright, acknowledgment, attribution, trademark, warning or disclaimer statement affixed to, incorporated in or otherwise applied in connection with the Software. ag-Grid Ltd is not obliged to provide support for Changes, Modifications, Additions or Enhancements You make to the code.
4.ACTIVATION KEY
Usage of ag-Grid-Enterprise may be restricted via use of an Activation Key. When such is required, and activation key will be provided to You by ag-Grid Ltd upon payment of licence.
5.PROHIBITED USES
You may not redistribute the Software or Modifications other than by including the Software or a portion thereof within Your Application. You may not redistribute the Software or Modifications as part of any Application that can be described as a development toolkit or library, an application builder, a website builder, a user interface designer, or any application that is intended for use by software, application, or website developers or designers, or has a similar purpose or functionality (as determined by Us). You may not change or remove the copyright notice from any of the files included in the Software or Modifications.
UNDER NO CIRCUMSTANCES MAY YOU USE THE SOFTWARE FOR AN APPLICATION THAT IS INTENDED FOR OTHER SOFTWARE OR APPLICATION DEVELOPMENT PURPOSES.
You are required to ensure that the Software is not reused by or with any applications other than those with which You distribute it as permitted herein. For example, if You install the Software on a customer’s server, that customer is not permitted to use the Software independently of Your Application.
6.TERMINATION
This Agreement and Your right to use the Software and Modifications will terminate notice to You if You fail to comply with any of the terms and conditions of this Agreement, and such failure remains uncured more than thirty (30) days after receipt of written notice of such failure. We may also terminate this Agreement if you suffer a bankruptcy, insolvency or similar event or otherwise are unable to pay Your debts as they fall due. Upon termination, You agree to immediately cease using and destroy the Software or Modifications, including all accompanying documents. The provisions of sections 3, 4, 5, 6, 7, 8, 10, 11 and 12 will survive any termination of this Agreement.
7.DISCLAIMER OF WARRANTIES
WE WARRANT THAT WE HAVE THE POWER AND AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT AND WE HAVE THE RIGHT TO GRANT THE LICENCE SET OUT IN THIS AGREEMENT. OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE. WE DO NOT GUARANTEE THAT THE OPERATION OF THE SOFTWARE OR THE CODE IT PRODUCES WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU ACKNOWLEDGE THAT IT IS NOT TECHNICALLY PRACTICABLE FOR US TO DO SO.
8.LIMITATION OF LIABILITIES
A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 8(B), IN NO EVENT SHALL WE BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY: (i) SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER; NOR, WITHOUT LIMITATION; NOR (ii) DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR ANY OTHER PECUNIARY LOSS, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE CODE IT PRODUCES OR ANY OTHER SUBJECT MATTER RELATING TO THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, OUR ENTIRE LIABILITY WITH RESPECT TO ANY SUBJECT MATTER RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF: (I) THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE; OR (II) FIVE HUNDRED POUNDS STERLING (GBP £500).
B) THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT DO NOT APPLY TO: (i) LIABILITY ARISING FROM DEATH OR INJURY TO PERSONS CAUSED BY NEGLIGENCE; (ii) LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION; (iii) NOR TO ANYTHING ELSE WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW, TO WHICH NO LIMIT APPLIES.
9.PAYMENT AND TAXES
If credit has been extended to You by Us, all payments under this Agreement are due within thirty (30) days of the date We mail an invoice to You. If We have not extended credit to You, You shall be required to make payment concurrent with the delivery of the Software by Us. Any value added tax, use tax, sales tax or similar tax (“Transaction Taxes”) shall be Your sole responsibility. Each party shall pay all taxes (including, but not limited to, taxes based upon its income) or levies imposed on it under applicable laws, regulations and tax treaties as a result of this Agreement and any payments made hereunder (including those required to be withheld or deducted from payments); provided that You shall be responsible for all Transactions Taxes and shall pay or reimburse Us for the same upon invoice. Each party shall furnish evidence of such paid taxes as is sufficient to enable the other party to obtain any credits available to it, including original withholding tax certificates.
10.SUPPORT AND MAINTENANCE
We will supply the Support Services to You as described in section 10(A) below and for whom any applicable maintenance and support fee has been paid, should we choose (at our discretion) to charge such fees.
(A) Support Services
The Support Services only apply to the Software for which they are purchased and not to any other application, library or product developed or sold by Us. The Support Services are only provided in English. The Support Services will be provided for the current release of the Software and previous releases for up to 12 months from the release date. We will use Our reasonable endeavours to respond to your queries submitted via the Support Services within 24 hours on working days (as defined by the English calendar) but You acknowledge and accept that this may not always be possible.
(B) Your Responsibilities
It is Your responsibility to ensure that queries raised are regarding the Software and not to use the Support Services to request help on other (even if related) matters. For example, the Support Services should not be used for general Javascript help or for help using other technology or frameworks.
It is the Your responsibility that queries are raised by suitably trained individuals, such that the cause of the issue is not due to inexperience of the individual raising the query. In other words, the query should not be raised due to the individual lacking proficiency or experience in (without limitation) Javascript or related technologies.
(C) Limitation of Liability
We shall not be responsible for providing support via the Support Services to the extent that the issue is caused by: (a) Your misuse, improper use, mis-configuration, alteration, or damage to the Software; (b) Your failure to install an update to the Software if such update would have resolved the issue; or (c) any uses of the Software that are not in accordance with the Agreement.
(d) Fair Usage Policy
Each SINGLE APPLICATION DEVELOPER LICENSE and MULTIPLE APPLICATION DEVELOPER LICENSE permits raising 10 support queries for the support period of the license. Should the number of support queries extend 10 then We reserve the right to stop providing support.
11.MISCELLANEOUS
The licence granted herein applies only to the version of the Software available when purchased in connection with the terms of this Agreement, and to any updates and/or upgrades to which You may be entitled. Any previous or subsequent licence granted to You for use of the Software shall be governed by the terms and conditions of the agreement entered in connection with purchase or download of that version of the Software. You agree that You will comply with all applicable laws and regulations with respect to the Software, including without limitation all export and re-export control laws and regulations.
While redistributing the ag-Grid-Enterprise Support and Maintenance Agreement code or Modifications thereof as part of Your Application, You may choose to offer support, warranties, indemnities, or other liability obligations and/or rights which are consistent with this Agreement. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on our behalf. You shall indemnify Us or at Our option, defend Us against any claim, suit or proceeding brought against Us or our resellers: (i) arising by reason of Your agreeing to provide any such support, warranty, indemnity or accepting any additional liability; or (ii) arising out of the use, reproduction or distribution of Your Application, except to the extent such claim is solely based on the inclusion of the Software therein. Further, You agree only to distribute the Software pursuant to an enforceable written agreement for Our benefit that includes all the limitations and restrictions of this Agreement and is as protective of Us and Software as is this Agreement.
Except in the case or a merger, sale of assets or other corporate transaction, You may not sub-contract, assign or transfer this Agreement without Our prior written consent. Any attempted sub-contracting, assignment or transfer in violation of this Section shall be null and void. This Agreement may be assigned by Us in whole or part and will inure to the benefit of Our successors and assigns.
This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. No oral or written information given by Us, Our resellers, or otherwise on Our behalf shall create a warranty or collateral contract, or in any way increase the scope of this Agreement in any way, and You may not rely on any such oral or written information. Any waivers or amendments shall be effective only if made in writing. Further, any different or additional terms of any related purchase order, confirmation, or similar form shall have no force or effect. The licence granted herein is conditioned upon the acceptance of the terms and conditions hereof to the exclusion of all other terms, and no other or additional terms shall apply, unless so provided in writing signed by the parties hereto. You expressly agree by Your use of the Software that no such other, different or additional terms or conditions shall apply, notwithstanding any statements to the contrary included in any purchase order, confirmation, or similar form, and regardless of whether we accept payments referenced therein which shall not constitute acceptance of additional terms and conditions.
There are no implied licences or other implied rights granted under this Agreement, and all rights, save for those expressly granted hereunder, shall remain with Us and our licensors. In addition, no licences or immunities are granted to the combination of the Software and/or Modifications, as applicable, with any other software or hardware not delivered by Us or Our resellers to You under this Agreement. Your rights under this Agreement apply only to Software, Modifications, and/or Applications for which all Licensed Developers are duly licensed hereunder.
If any provision in this Agreement shall be determined to be invalid, such provision shall be deemed omitted and the remainder of this Agreement shall continue in full force and effect. If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages set forth in this Agreement shall remain in effect. The failure of either party to enforce any provision of this Agreement may not be deemed a waiver of that or any other provision of this Agreement.
This Agreement, and all claims or causes of action that may be based upon, arise out of, or relate to this Agreement and/or the Software shall be governed by the law of England and Wales, and all parties irrevocably submit to the exclusive jurisdiction of England and Wales.