diff --git a/LICENSE b/LICENSE index d07ce16d5..103875dc8 100644 --- a/LICENSE +++ b/LICENSE @@ -1,8 +1,11 @@ Portions of this software are licensed as follows: -The following packages are licensed under the Business Source License 1.1 (BUSL-1.1): +The following packages are licensed under the Business Source License 1.1 (BUSL-1.1) as well as the Lowdefy Commercial License: + - @lowdefy/server-enterprise (/packages/servers/server-enterprise) All other packages are licensed under the Apache-2.0 license. +All relevant licenses are located in the licenses directory. + All third party components incorporated into the software are licensed under the original license provided by the owner of the applicable component. diff --git a/licenses/Apache-2.0.txt b/licenses/Apache-2.0.txt new file mode 100644 index 000000000..f49a4e16e --- /dev/null +++ b/licenses/Apache-2.0.txt @@ -0,0 +1,201 @@ + Apache License + Version 2.0, January 2004 + http://www.apache.org/licenses/ + + TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION + + 1. 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The foregoing obligations shall not apply to: (i) Works modified +by any party other than Lowdefy, Inc (including Commercial Derivative Works +and Contributions), if the alleged infringement relates to such modification, +(ii) Works combined or bundled with any products, processes or materials not +provided by Lowdefy, Inc where the alleged infringement relates to such +combination, (iii) use of a version of Lowdefy other than the version that was +current at the time of such use, as long as a non-infringing version had been +released, (iv) any Works created to Your specifications, (v) infringement or +misappropriation of any proprietary right in which You have an interest, +(vi) Third Party Works, or (vii) Your violation of any law or regulation or of +any third party rights, including infringement, libel, misappropriation, or +other violation of any third party’s intellectual property or other legal +rights. You will defend, indemnify and hold Lowdefy, Inc harmless against any +Losses arising from any such claim or allegation, subject +to conditions reciprocal to those in Section 11(a). + +12. Limitation of Liability. In no event and under no legal or equitable theory, +whether in tort (including negligence), contract, or otherwise, unless required +by applicable law (such as deliberate and grossly negligent acts), and +notwithstanding anything in this Agreement to the contrary, shall Licensor or +any Contributor be liable to You for (i) any amounts in excess, in the +aggregate, of the fees paid by You to Lowdefy, Inc under this Agreement in the +twelve (12) months preceding the date the first cause of liability arose, or +(ii) any indirect, special, incidental, punitive, exemplary, reliance, or +consequential damages of any character arising as a result of this Agreement or +out of the use or inability to use the Work (including but not limited to +damages for loss of goodwill, profits, data or data use, work stoppage, computer +failure or malfunction, cost of procurement of substitute goods, technology or +services, or any and all other commercial damages or losses), even if such +Licensor or Contributor has been advised of the possibility of such damages. +THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL +PURPOSE OF ANY LIMITED REMEDY. + +13. Accepting Warranty or Additional Liability. While redistributing Works or +Derivative Works thereof, and without limiting your obligations under Section 6, +You may choose to offer, and charge a fee for, acceptance of support, warranty, +indemnity, or other liability obligations and/or rights consistent with this +License. However, in accepting such obligations, You may act only on Your own +behalf and on Your sole responsibility, not on behalf of any other Contributor, +and only if You agree to indemnify, defend, and hold Lowdefy, Inc and each +other Contributor harmless for any liability incurred by, or claims asserted +against, such Contributor by reason of your accepting any such warranty or +additional liability. + +14. Your Ownership Rights. You shall retain all rights, title and interest in +and to applications created utilising Lowdefy and all Your data, content, +information and materials stored or processed by Lowdefy (“Your Data”).  +Nothing in this Agreement will confer on Lowdefy, Inc any right of ownership or +interest in any of Your Data, or the intellectual property rights therein. + +15. Modification of this Agreement. Lowdefy, Inc may update the terms and +conditions of this Agreement from time to time with prior notice to You in +accordance with notice provisions in Section 16. The updated version of this +Agreement will be available at https://lowdefy.com/terms. Following such +notice, your continued use of Lowdefy on or after the date the updated version +of this Agreement is effective and binding, as indicated at the top of this +Agreement, constitutes your acceptance of the updated version of this +Agreement. If you do not agree to the updated version of this Agreement, you +must stop using the Lowdefy immediately, and if you are using a paid version of +Lowdefy, you may elect to receive a pro-rata refund of any prepaid fees +applicable to services not yet received. The updated version of this Agreement +supersedes all prior versions. + +16. Notices. Unless otherwise agreed to by the parties, any notice, +authorisation, or consent required or permitted to be given or delivered under +this Agreement shall be in writing, in English and addressed and delivered to +Lowdefy, Inc at the address specified on the Lowdefy website or to You at the +address specified in the applicable Order Form. Notices shall be deemed to have +been received by a party and shall be effective: (i) on the fifth business day +after which such Notice is deposited prepaid in the local postal system; +(ii) on the day received if sent with a reputable, expedited overnight or +international courier or hand delivered or (iii) one business day after being +sent electronically with a confirmed delivery receipt. Either party may change +its address for receipt of Notice purposes upon issuance of Notice thereof in +accordance with this Section. + +17. General. + +(a) Relationship of Parties. You and Lowdefy, Inc are independent contractors, +and nothing herein shall be deemed to constitute either party as the agent or +representative of the other or both parties as joint venturers or partners for +any purpose. + +(b) Export Control. You shall comply with the U.S. Foreign Corrupt Practices Act +and all applicable export laws, restrictions and regulations of the U.S. +Department of Commerce, and any other applicable U.S. and foreign authority. + +(c) Assignment. This Agreement and the rights and obligations herein may not be +assigned or transferred, in whole or in part, by You without the prior written +consent of Lowdefy, Inc. Any assignment in violation of this provision is +void. This Agreement shall be binding upon, and inure to the benefit of, the +successors and permitted assigns of the parties. + +(d) Governing Law. This Agreement shall be governed by and construed under the +laws of the State of Delaware and the United States without regard to conflicts +of laws provisions thereof, and without regard to the Uniform Computer +Information Transactions Act. + +(e) Attorneys’ Fees. In any action or proceeding to enforce rights under this +Agreement, the prevailing party shall be entitled to recover its costs, expenses +and attorneys’ fees. + +(f) Severability. If any provision of this Agreement is held to be invalid, +illegal or unenforceable in any respect, that provision shall be limited or +eliminated to the minimum extent necessary so that this Agreement otherwise +remains in full force and effect and enforceable. + +(g) Publicity. Notwithstanding anything to the contrary in this Agreement +Lowdefy, Inc may reference You as a Lowdefy user in its marketing and +promotional materials, including but not limited to the Lowdefy website. + +(h) No Waiver. The failure of either party to enforce its rights under this +Agreement at any time for any period shall not be construed as a waiver of such +rights. + +(i) This Agreement together with all applicable Order Forms and the Support +Services comprises the entire agreement between the parties regarding the +subject matter hereof and supersedes and merges all prior proposals +understandings and all other agreements, oral and written, between the parties +relating to the subject matter of this Agreement. Lowdefy, Inc’s acceptance of +any document submitted by You to Lowdefy, Inc shall not be construed as an +acceptance of provisions which are in any way in conflict or inconsistent with, +or in addition to, this Agreement unless such terms are separately and +specifically accepted in writing by an authorized representative of Lowdefy. diff --git a/packages/docs/concepts/licenses.yaml b/packages/docs/concepts/licenses.yaml index 5b6749c86..3a26dfeba 100644 --- a/packages/docs/concepts/licenses.yaml +++ b/packages/docs/concepts/licenses.yaml @@ -26,13 +26,13 @@ _ref: content: | Lowdefy software is distributed under three different software licenses. - - The Apache 2.0 open source license + - The Apache License Version 2.0 open source license - The Lowdefy Commercial License - The Business Source License version 1.1 ## Open Source License - An open source version of Lowdefy is available, licensed under the [Apache 2.0 license](https://github.com/lowdefy/lowdefy/blob/main/packages/servers/server-community/LICENSE). Lowdefy Commercial features are not available under the Apache 2.0 license. + An open source version of Lowdefy is available, licensed under the [Apache License Version 2.0](https://github.com/lowdefy/lowdefy/blob/main/licenses/Apache-2.0.txt). Lowdefy Commercial features are not available under the Apache License. The open source licensed version can be used by setting the community edition flag when running the CLI. To build a open source production server: @@ -65,7 +65,7 @@ _ref: “Business Source License” is a trademark of MariaDB Corporation Ab. - Lowdefy commercial features are also available under the [Business Source License version 1.1](https://github.com/lowdefy/lowdefy/blob/main/packages/servers/server-enterprise/LICENSE). This license allows you to make **non-production use** of the Lowdefy commercial features. Lowdefy code release under this license convert to the Apache 2.0 license at the specified change date, or four years after its release. To use Lowdefy under the terms of the Business Source License, do not set the `LOWDEFY_LICENSE_KEY` environment variable. + Lowdefy commercial features are also available under the [Business Source License version 1.1](https://github.com/lowdefy/lowdefy/blob/main/licenses/BUSL-1.1.txt). This license allows you to make **non-production use** of the Lowdefy commercial features. Lowdefy code release under this license convert to the Apache 2.0 license at the specified change date, or four years after its release. To use Lowdefy under the terms of the Business Source License, do not set the `LOWDEFY_LICENSE_KEY` environment variable. ## Third Party Licenses diff --git a/packages/website/pages/terms/sections/terms_section.yaml b/packages/website/pages/terms/sections/terms_section.yaml index 27b5efadc..9f3b9fac0 100644 --- a/packages/website/pages/terms/sections/terms_section.yaml +++ b/packages/website/pages/terms/sections/terms_section.yaml @@ -24,187 +24,16 @@ blocks: type: Html properties: html: | -

Terms

+

Terms and Conditions

- id: terms_section type: Markdown properties: - content: | - PLEASE READ THIS LOWDEFY SUBSCRIPTION AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY LOWDEFY. (“LOWDEFY”).  BY MUTUALLY EXECUTING OR ACCEPTING ONE OR MORE ORDERS WITH LOWDEFY WHICH REFERENCE THIS AGREEMENT (EACH, AN “ORDER FORM”), YOU AND THE ENTITY YOU REPRESENT (“CUSTOMER”) AGREE TO BE BOUND BY THIS AGREEMENT (TOGETHER WITH ALL ORDER FORMS) TO THE EXCLUSION OF ALL OTHER TERMS.  IN ADDITION, ANY ONLINE ORDER FORM WHICH YOU SUBMIT VIA LOWDEFY’S STANDARD ONLINE PROCESS AND WHICH IS ACCEPTED BY LOWDEFY SHALL BE DEEMED TO BE MUTUALLY EXECUTED.  IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.  CUSTOMER AGREES THAT IT HAS READ AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND YOU REPRESENT THAT YOU ARE AUTHORIZED TO BIND CUSTOMER. - - LOWDEFY reserves the right to change, modify or remove portions of this AGREEMENT at any time.  LOWDEFY will provide you with 75 days’ notice prior to making any material changes by posting a notice on LOWDEFY’S website, by sending you an email and/or by some other means. The most current version of the Standard Contract will be posted at https://www.lowdefy.com/terms. - - ### 1. DEFINITIONS. - - Certain capitalised terms used herein are set forth below, other terms shall have the respective meanings set forth elsewhere in this Agreement or the applicable Order Form. - - “Application” means a customer’s application that is developed using the Platform. - - “Free Tier” means the features and functionality of the Platform included in the generally available open-source version of the Platform. - - “Enterprise Edition” means the features and functionality of the Platform that require an enterprise key to access and use. - - “Fee(s)” means the fees set forth on an applicable Order Form. - - “Initial Term” means one (1) year from the Effective Date unless a different period is specified on an applicable Order Form. - - “Order Form” means a Lowdefy Order Form that has been signed and executed by both Customer and Lowdefy that incorporates these Terms. - - “Platform” means Lowdefy application development platform (in both object code and source code form) and related documentation as specified on the applicable Order Form, and includes any change, improvement, enhancement, extension, upgrade or other new version or release thereof that is developed or otherwise generally made available by Lowdefy in connection with the Services without additional charge.  The platform shall refer to the Free Tier, Paid Tier or Enterprise Tier either individually or collectively, as the context applies. - - “Renewal Term(s)” means a period of one (1) year from the end of the Initial Term or any Renewal Term, unless this Agreement is otherwise terminated as set forth herein. - - “Services” means (a) Lowdefy’s provision of technical support, as described in Section 2.2 below; and (b) other services as Lowdefy may offer to licensees of the Lowdefy software as described on the applicable Order Form. - - “Term” means the Initial Term or a Renewal Term, as applicable. - - “Third Party Works” means third party software, source code or technology licensed to Lowdefy and made available to Customer. - - “Usage” means Customer’s predicted usage of the Platform as set forth on an applicable Order Form. - - ### 2. LICENSES AND SERVICES. - - 2.1 Platform License and Restrictions. - - 2.1.1 Free Tier. The Free Tier is licensed to Customer pursuant to the Apache License 2.0 located at https://github.com/lowdefy/lowdefy/blob/release/LICENSE (“Community License”).  The terms and conditions of the Community License are incorporated herein.  In the event of a conflict between the terms and conditions of this Agreement and the Community License, this Agreement shall control. - - 2.1.2 Enterprise Tier.  During the Term, and subject to Customer’s compliance with the terms and conditions of this Agreement, Lowdefy grants to Customer a non-exclusive, non-transferable, non-sublicensable license to install on servers/nodes/clusters owned or operated by or on behalf of Customer, access and use, the Enterprise Edition of the Platform for Customer’s internal business purposes to create, modify and deploy Applications.Customer agrees that the Platform is for Customer’s internal use (and not for resale or for the benefit of any third party). - - 2.1.3 Third Party Works. Third Party Works made available by Lowdefy shall be subject to the applicable licenses, restrictions, terms and conditions as made available in connection with the applicable Third Party Work. - - 2.1.4 Restrictions. Customer will not (and will not allow any third party to): (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Platform (except and solely to the extent that such restrictions are prohibited by applicable statutory law); (b) modify, translate, or create derivative works based on the Platform; (c) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to any Platform; (d) use the Platform for any benchmarking, timesharing or service bureau purposes or otherwise for the benefit of a third party; or (e) remove or otherwise alter any proprietary notices or labels from the Platform or any portion thereof.  Customer will use the Platform only in compliance with (i) the applicable Order Form and documentation, (ii) the rights granted hereunder, and (iii) in accordance with all applicable laws and regulations, including, but not limited to, laws related to privacy (whether applicable within the United States, the European Union, or otherwise. - - 2.1.5 Usage Information.  Notwithstanding anything to the contrary herein, Customer acknowledges and agrees that the Platform may be configured to collect and send to Lowdefy usage data and telemetry regarding Customer’s use of the Platform (“Usage Data”), and Company will be free (during and after the Term hereof) to use Usage Information (a) to improve and enhance the Platform and for other development, diagnostic and corrective purposes in connection with the Platform and other Lowdefy offerings and (b) to verify Customer’s use of the Platform and payment of applicable Fees.  In the event that the Platform is not configured to automatically provide Usage Data to Lowdefy, Customer agrees that Customer shall provide applicable Usage Data via email or other electronic means on a monthly basis or as otherwise requested by Lowdefy using tools or instructions provided by Lowdefy. - - 2.2 Services. - - 2.2.1 Delivery, Installation and Configuration.  Lowdefy will make the Platform available for download by electronic delivery.  Customer will be responsible for installing and configuring the Platform in an environment owned or controlled by Customer.  Lowdefy may provide reasonable assistance in connection with such installation and configuration. - - 2.2.2 Services.  Lowdefy will use reasonable commercial efforts to provide basic support services for the Platform consisting of: - - Technical support will be provided by e-mail (hello@lowdefy.com) or our official Discord channel during our normal business hours; - - Commercially reasonable efforts to provide fixes, updates or work-arounds for identified errors in the unmodified, then-current release of the Platform in accordance with Lowdefy’s standard procedures; and - - Platform updates (including service packs and hotfixes) that Lowdefy, at its discretion, makes generally available without additional charge. - - 2.2.3 Exclusions.  Lowdefy shall have no obligation to support:  (a) versions of the Platform other than the current release; (b) modified or altered versions of the Platform or any portion of the Platform incorporated with or into other software; or (c) Platform problems caused by Customer’s negligence, abuse or misapplication, use of platform other than as specified in Lowdefy’s documentation or other causes beyond the control of Lowdefy. - - ### 3. PAYMENT; TAXES. - - 3.1 Payment. - - Fees are due and payable as set forth in an applicable Order Form.  Lowdefy will invoice Customer as set forth in the Order Form.  All Fees under this Agreement are due upon the date(s) set forth in this Agreement and are payable within thirty (30) days from the date of Lowdefy’s invoice.  Payment shall be made without any right of set-off or deduction.  All payments made pursuant to this Agreement shall be made in the currency specified on the Order Form and are nonrefundable.  Customer will report its actual Usage data on a monthly basis, to ensure compliance with all applicable license rights and restrictions  All payments will be made in accordance with payment terms in the Order Form. - - 3.2 Late Payment. - - Any amount not paid when required to be paid under this Agreement shall accrue interest at the rate of one and 1.5% per month (18% per annum) on the remaining amount required to be paid, or at the highest amount permitted by applicable law (if lower), such interest to accrue on a daily basis from the payable date until the remaining amount is paid. - - 3.3 Taxes. - - All Fees are exclusive of applicable local, state, federal and international sales, value added, withholding and other taxes and duties of any kind. Customer shall be responsible for payment of such taxes and duties of any kind, provided however that Lowdefy shall be responsible for payment of taxes levied or imposed based upon Lowdefy’s net income. Without limitation, Customer will be responsible for all applicable sales taxes unless it first claims a sales tax exemption by providing Lowdefy with an exemption certificate acceptable to the applicable authorities. - - ### 4. TERM AND TERMINATION. - - 4.1 Term. - - This Agreement shall commence on the Effective Date and continue for the Initial Term unless terminated earlier as set forth below. Thereafter, this Agreement shall renew for successive Renewal Terms, unless either party gives at least sixty (60) days’ notice of non-renewal prior to the expiration of the applicable Term. - - 4.2 Termination for Breach. - - Either party may terminate this Agreement immediately in the event the other party commits a material breach of this Agreement and fails to remedy that breach within thirty (30) days after receipt of notice of material breach. - - 4.3 Survival. - - Sections 1, 3, 4.3, 5, 6.4, 7, 8, 9 and 10 of this Agreement shall survive the termination of this Agreement for any reason. - - ### 5. PROPRIETARY RIGHTS. - - 5.1 Lowdefy Rights. - - Except for the licenses explicitly granted in this Agreement, all right, title and interests in and to the intellectual property and proprietary rights of whatever nature in the Platform and the Services, including derivative works, are and shall remain the exclusive property of Lowdefy and/or its suppliers and licensors, and nothing in this Agreement should be construed as transferring any aspects of such rights to Customer or any third party. Lowdefy and its suppliers reserve any and all rights not expressly granted in this Agreement. Lowdefy is a trademark of Lowdefy, and shall not be used by Customer without Lowdefy’s express authorisation. - - 5.2 Customer’s Ownership Rights. - - Customer shall retain all rights, title and interest in and to Applications created utilising the Platform and all Customer data, content, information and materials stored or processed by the Platform (“Customer Data”).  Nothing in this Agreement will confer on Lowdefy any right of ownership or interest in any Customer Data, or the intellectual property rights therein. - - 5.3 Feedback. - - To the extent Customer provides Lowdefy with any feedback relating to the Services (including, without limitation, feedback related to usability, performance, interactivity, bug reports and test results) (“Feedback”), Lowdefy shall own all rights, title and interest in and to such Feedback (and Customer hereby makes and agrees to make all assignments necessary to achieve such ownership). - - ### 6. WARRANTY AND DISCLAIMER. - - 6.1 Warranties. - - Lowdefy warrants to Customer that: (a) the Platform will materially perform in accordance with the applicable documentation for ninety (90) days after initial delivery to Customer; and (b) any Services performed by Lowdefy under this Agreement will be performed in a workmanlike manner, in accordance with general industry standards. - - 6.2 Exclusions. - - Lowdefy’s warranties in this Section 6 do not extend to problems that result from (a) Customer’s failure to implement updates issued by Lowdefy during the warranty period; (b) any alterations or additions to the Platform not performed by or at the direction of Lowdefy; (c) failures that are not reproducible by Lowdefy in a stand-alone environment; (d) Customer’s operation of the Platform in violation of this Agreement or not in accordance with its documentation; (e) failures caused by software, hardware or products not licensed or provided by Lowdefy; or (f) Third Party Works. - - 6.3 Remedies. - - In the event of a breach of a warranty under this Section 6, Lowdefy will, at its discretion and cost, either repair, replace or re-perform the Platform or Services or refund a portion of Fees previously paid to Lowdefy that are associated with the defective Platform or Services. The foregoing states Customer’s exclusive remedy, and Lowdefy’s sole liability, arising in connection with the limited warranties herein. - - 6.4 Disclaimer. - - EXCEPT AS SET FORTH IN THIS AGREEMENT, THE PLATFORM AND SERVICES ARE PROVIDED TO THE CUSTOMER "AS IS," WITHOUT ANY WARRANTIES OF ANY KIND.  LOWDEFY AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.  LOWDEFY AND ITS SUPPLIERS DO NOT WARRANT THAT THE PLATFORM OR SERVICES WILL MEET THE CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ERRORS WILL BE CORRECTED. - - ### 7. CONFIDENTIALITY. - - Each party (“Receiving Party”) agrees that all code, inventions, algorithms, know-how and ideas and all other business, technical and financial information it obtains from the other party (“Disclosing Party”) are the confidential property of the disclosing party (“Confidential Information” of the Disclosing Party). The Receiving Party shall hold in confidence and not use or disclose any Confidential Information of the Disclosing Party other than in connection with performing its obligations or exercising its rights pursuant to this Agreement. Confidential Information shall not include information that Receiving Party can document: (a) is generally available to the public other than through breach of this Agreement; (b) is rightfully disclosed to Receiving Party by a third party without restriction; (c) was in Receiving Party’s rightful possession without restriction prior to the disclosure to Receiving Party and was not obtained by Receiving Party either directly or indirectly from Disclosing Party; or (d) is independently developed by the Receiving Party without use of any Confidential Information of the Disclosing Party. Upon expiration or termination of this Agreement for any reason, each party will return all copies of all Confidential Information of the other party in its possession or control. Receiving Party may disclose Confidential Information as required by government or judicial order, provided Receiving Party gives Disclosing Party written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. The terms of confidentiality under this Agreement shall not be construed to limit either party’s right to independently develop or acquire products without use of the other party’s confidential information. - - ### 8. INDEMNIFICATION. - - Customer will defend, indemnify and hold Lowdefy harmless against any Losses arising from any such claim or allegation or in connection with (a) Customer’s use of the Platform and Services in violation of this Agreement, (b) Customer’s breach of this Agreement, including Customer’s breach of any covenant, representation, warranty, term, or condition set forth herein, (c) Customer Data, or (d) Customer’s violation of any law or regulation or of any third party rights, including infringement, libel, misappropriation, or other violation of any third party’s intellectual property or other legal rights. - - ### 9. LIMITATION OF LIABILITY. - - 9.1 Exclusions. - - EXCEPT FOR BREACHES OF SECTION 7 (CONFIDENTIAL INFORMATION), CLAIMS FOR INDEMNIFICATION PURSUANT TO SECTION 8 (INDEMNIFICATION), OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING (WITHOUT LIMITATION) ANY LOST PROFIT, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, SOFTWARE OR TECHNOLOGY. - - 9.2 Aggregate Liability. - - EXCEPT FOR BREACHES OF SECTION 7 (CONFIDENTIAL INFORMATION), CLAIMS FOR INDEMNIFICATION PURSUANT TO SECTION 8 (INDEMNIFICATION), OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY REASON AND UPON ANY CAUSE OF ACTION UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAYABLE TO LOWDEFY (IN THE CASE OF CUSTOMER) OR ACTUALLY PAID TO LOWDEFY BY CUSTOMER (IN THE CASE OF LOWDEFY) DURING THE SIX (6) MONTHS PRIOR TO WHEN THE CAUSE OF ACTION AROSE. - - ### 10. MISCELLANEOUS. - - 10.1 Severability. - - If any part of this Agreement is held by a court of competent jurisdiction to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected and such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law and, in its modified form, such provision shall then be enforceable and enforced. - - 10.2 Assignment. - - Customer may not assign this Agreement or its rights or obligations under this Agreement to any person or party, whether by operation of law or otherwise, without Lowdefy’s prior consent (at Lowdefy’s sole discretion). Any attempt by Customer to assign this Agreement without Lowdefy’s prior consent, where such consent is required, shall be null and void. Subject to the foregoing conditions, this Agreement shall be binding upon and inure to the benefit of each party and its respective successors and assigns. There are no intended third party beneficiaries of this Agreement. - - 10.3 No Waiver; Limitations. - - Failure by either party to exercise any right or remedy under this Agreement does not signify acceptance of the event giving rise to such right or remedy. To the extent permitted by applicable law, no action, regardless of form, arising out of this Agreement may be brought by Customer more than one (1) year after the cause of action has accrued. - - 10.4 Governing Law. - - This Agreement shall be governed by the laws of the State of Delaware, without regard to the conflict of laws provisions thereof. In no event shall either the United Nations Convention on Contracts for the International Sale of Goods or any adopted version of the Uniform Computer Information Transactions Act apply to, or govern this Agreement. In the event either party initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in New Castle County, Delaware. The prevailing party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs. - - 10.5 Notices. - - Unless otherwise agreed to by the parties, any notice, authorisation, or consent required or permitted to be given or delivered under this Agreement shall be in writing, in English and addressed and delivered to Lowdefy at the address specified on the Lowdefy Website or to Customer at the address specified in the applicable Order Form. Notices shall be deemed to have been received by a party and shall be effective: (a) on the fifth business day after which such Notice is deposited prepaid in the local postal system; (b) on the day received if sent with a reputable, expedited overnight or international courier or hand delivered or (c) one business day after being sent electronically with a confirmed delivery receipt. Either party may change its address for receipt of Notice purposes upon issuance of Notice thereof in accordance with this Section. - - 10.6 Export Law Assurances. - - Customer acknowledges that the Platform may be subject to export and import control laws, and agrees to comply fully with those laws in connection with the Platform. The Customer agrees that the Platform is not being and will not be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor will it be used for nuclear activities, chemical or biological weapons, or missile projects. - - 10.8 Force Majeure. - - Except for the performance of a payment obligation, neither party will be liable to the other by reason of any failure in performance of this Agreement if the failure arises out of the unavailability of communications facilities or energy sources, acts of God, epidemics, acts of the other party, acts of governmental authority, fires, strikes, delays in transportation, riots, terrorism, war, or any causes beyond the reasonable control of that party. - - 10.9 Remedies. - - Except as specifically provided otherwise herein, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity.  Each party agrees that, in the event of any breach or threatened breach of Section 5 or 7, the non-breaching party will suffer irreparable damage for which it will have no adequate remedy at law.  Accordingly, the non-breaching party shall be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of posting any bond. - - 10.10 Publicity. - - Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or otherwise use the other party’s trademarks, service marks, trade names, logos, domain names, or other indicia of source, affiliation, or sponsorship without obtaining the express prior written consent of the other party. Notwithstanding anything to the contrary in this Agreement, Lowdefy may reference Customer as a Lowdefy Platform user in its marketing and promotional materials, including but not limited to the Lowdefy website. Customer agrees to participate in press announcements, case studies, trade shows, or other forms reasonably requested by Lowdefy. - - 10.11 Entire Agreement. - - This Agreement together with all applicable Order Forms and the Support Services comprises the entire agreement between the parties regarding the subject matter hereof and supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to the subject matter of this Agreement. Lowdefy’s acceptance of any document submitted by Customer to Lowdefy shall not be construed as an acceptance of provisions which are in any way in conflict or inconsistent with, or in addition to, this Agreement unless such terms are separately and specifically accepted in writing by an authorized representative of Lowdefy. + content: + _nunjucks: + template: | + ```text + {{ terms | safe }} + ``` + on: + terms: + _ref: ../../licenses/lowdefy_commercial_license_agreement.txt