Last updated: Nov 10, 2021
This is a legal agreement (“Agreement”) between you (either an individual or an entity) “You” or “Licensee”, and TeamDev Management OÜ (“TDM”), which maintains its principal place of business at Narva mnt 7-559, Kesklinna linnaosa, Tallinn, 10117, Estonia.
IMPORTANT [PLEASE READ CAREFULLY]: BY INSTALLING, USING OR COPYING THE SOFTWARE OR ANY RELATED DOCUMENTATION (“SOFTWARE”) YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO INSTALL OR USE THE SOFTWARE.
TDM MAY UPDATE THIS AGREEMENT WITHOUT ANY PENALTY TO TDM. THE AGREEMENT MODIFICATION DATE WILL BE REFLECTED AS “LAST UPDATED” AT THE TOP OF THIS PAGE. TDM SHALL NOT BE RESPONSIBLE TO NOTIFY YOU ON ANY UPDATES, BY CONTINUING TO USE THE SOFTWARE, YOU AGREE TO BE BOUND BY THE UPDATED VERSION OF THE AGREEMENT.
I. TeamDev Ltd. is a software development company owning the Software, which maintains its principal place of business at Nauky Ave. 47, Kharkov, Ukraine.
II. TDM is a software development company, and is an official reseller of TeamDev Ltd. products. TDM has the right to license the TeamDev Ltd. products and provide development and support services related to TeamDev Ltd. software worldwide.
a) “Software” means the software product owned by TeamDev Ltd. and supplied by TDM in binary form and corresponding documentation, associated media, printed materials, and online or electronic documentation.
b) “Evaluation License Key” means a string with a combination of letters and numbers that allows using the Software for evaluation purposes for a limited period of time which shall commence on the day of Evaluation License acquisition, and terminate pursuant to the provisions defined by the Section 3. “Evaluation License Grant” of this Agreement.
c) “Commercial License Key” means a string with a combination of letters and numbers that allows Licensee to integrate the Software into programs that Licensee creates and distributes the Software as part of Licensee’s programs according to the terms of this Agreement.
d) “Software Update(s)” means any new version(s) of the Software that are created to deliver bug fixes, new features, functionality extensions and other improvements and/or changes.
e) “Open-Source Component(s)” for the purposes of this Agreement shall mean any software, whose source code is publicly available for use, modification, distribution.
2.1. The Software is owned by TeamDev Ltd., copyrighted and protected by copyright laws and international treaty provisions. The Software is licensed, not sold. By installing or using the Software Licensee will not acquire any rights to the Software except as expressly set forth in this Agreement. All rights not expressly granted herein are reserved by TeamDev Ltd.
2.2. The rights to the Open Source Components used by the Software are property of their respective copyright owners.
Subject to the terms and conditions of this Agreement, TDM hereby grants Licensee a non-exclusive, non-transferable right to use one copy of the specified version of the Software and the Documentation for the sole purpose of evaluation during the period of 30 (thirty) calendar days (Evaluation Period), and create a copy of the Software for backup purposes.
4.1. General License Grant. Subject to the payment of the applicable license fees and to the terms and conditions of this Agreement, TDM hereby grants to Licensee a non-exclusive, non-transferable perpetual license to (i) use the Software and Documentation including all the Software Updates pertaining to Licensee per the Section 6. “Support and Updates” of this Agreement for personal, company internal and commercial needs, (ii) to reproduce and distribute the Software in executable form as part of the programs that Licensee creates using the Software without additional distribution fees (“Commercial License”).
4.2. Commercial License provided to you is Project. Project License may be used in one project of Licensee by any number of Licensee’s developers, whether employees or independent contractors performing services for Licensee under Licensee’s control. For purposes of this Agreement “Project” shall mean one software product created by Licensee, any future versions or derivative works based on that software product. Licensee may not use the Project License for more than one Project. Licensee acknowledges that a Project License is bound to a specific Project at the time of issue, and thereafter may not be used for or in connection with any other Project.
5.1. General License Restrictions. Licensee may NOT: a) modify, adapt, alter, translate, decompile, reverse engineer, or disassemble the Software, except as may be required to replace a third party Open Source Component that is used in the Software; b) remove any proprietary notices or labels on the Software; c) disseminate or make available the Software on the Internet separately from the programs that Licensee creates, make more copies of the Software than it is necessary for the purposes of development of the Project (excluding a copy for backup purposes) d) rent, lease, or otherwise transfer rights to the Software.
5.2. Evaluation License Restrictions. In addition to the general restrictions denoted in the section 5.1., as the holder of the Evaluation License Licensee may NOT: a) use the Software for commercial purposes; b) use the Software after expiration of the evaluation period.
6.1. Together with a Commercial License TDM will provide Licensee with a twelve (12) month subscription for support and Software Updates (“Standard Support”). The Standard Support subscription shall expire on the first anniversary of the issue date of the Commercial License.
6.2. Standard Support subscription includes the Software Updates and the services described on the official product support site: https://jxbrowser-support.teamdev.com/
6.3. Standard Support is provided via allocated account at JxBrowser Help Center.
6.4. You are entitled to 2 accounts at JxBrowser Help Center.
6.5. Licensee’s extension or renewal of Standard Support subscription is subject to an additional fee to TDM.
6.6. TDM agrees to provide Licensee with a free Standard Support during the valid Evaluation Period, as defined by the Section 3. “Evaluation License Grant.”
6.7. The Software Updates may include supplemental software code or related materials (including “Early Access Preview” type builds), that are made available to the Licensee in the course of provision of Standard Support by TDM. Such supplemental software code or related materials are to be considered part of the Software and are subject to the terms and conditions of this Agreement.
6.8. With respect to any technical information that Licensee provides to TDM in order to enable TDM complete Licensee’s requests for Standard Support, Licensee agrees that such information may be made available to the Software owner, TeamDev Ltd. subject to the provisions of the Section 7. “Confidential Information” and used for Software support and development.
7.1. “Confidential Information” means: (i) the technology, ideas, know-how, documentation, processes, algorithms and trade secrets embodied in the Software and any Software Updates or such information embodied in or related to the Licensee’s programs; (ii) any software keys related to the Software or Licensee’s programs, and (iii) any other information related to this Agreement, whether disclosed orally or in writing or magnetic media, that is identified as Confidential, Proprietary or with a similar legend at the time of such disclosure.
7.2. The receiving party (“Recipient”) shall protect the disclosing party’s (“Discloser”) Confidential Information using the same degree of care which each party uses with respect to their own proprietary information and shall not, directly, indirectly, or inadvertently: (i) use Confidential Information for purposes other than specified in this agreement; or (ii) disclose any Confidential Information to its subcontractors, agents, or other third party without the Discloser’s prior written consent, except for a limited number of employees on a need-to-know basis, and with respect to the technical information provided by Licensee pursuant to Section 6. “Support and Updates”, to TeamDev Ltd., provided that TeamDev Ltd. is bound by a confidentiality agreement with the level of protection not less than provided in this section.
7.3. Confidential Information does not include any information that (i) is or becomes publicly known through lawful means; (ii) was rightfully in Recipient’s possession prior to receipt from the Discloser; (iii) is disclosed to Recipient without confidential or proprietary restriction by a third party who rightfully possesses the information; (iv) is independently developed by Recipient without the use of Confidential Information of the other party; or (v) is required to be disclosed pursuant to the order of a court or government agency, provided that the Recipient shall promptly provide written notice of such order to the Discloser to enable the Discloser to contest such order.
7.4. Each party’s obligations regarding the protection of Confidential Information shall survive any expiration or termination of the Agreement.
8.1. The license fee for the acquired Commercial License shall be paid to TDM, via bank transfer according to an invoice issued by TDM or its reseller or representative. Licensee shall pay each invoice in full within 30 (thirty) calendar days of the invoice date.
8.2. TDM agrees to deliver the Commercial License Key to the Licensee within 3 (three) business days upon receiving the license fee.
8.3. All license fees payable under this Agreement are non-refundable, except as specified in section 10.3. and are exclusive of any applicable taxes. In addition to other amounts payable under this Agreement, Licensee shall pay any and all federal, state, municipal, or other taxes, duties, fees, or withholding currently or subsequently imposed on Licensee’s use of the Software or the payment of license fees to TDM. If TDM is required to pay any such tax, duty, fee, or charge, or to withhold any amount from monies due to TDM from Licensee pursuant to this Agreement, Licensee shall promptly reimburse TDM any such amounts. Licensee shall not have the right to offset against or withhold the amount of any taxes from any amount invoiced to Licensee by TDM.
9.1. With Licensee’s prior approval in each instance, Licensee agrees to be identified as a user of the Software and Licensee agrees that TDM and TeamDev Ltd. may refer to Licensee by name, trade name and trademark, if applicable, and may briefly describe Licensee’s business in their marketing materials and on the websites teamdev.com and teamdev.eu upon Licensee’s approval of the copy. Licensee hereby grants TDM and TeamDev Ltd. a license to use Licensee’s name and any of Licensee’s trade names and trademarks solely in connection with the rights granted to TDM and TeamDev Ltd. pursuant to this marketing section.
9.2. With the prior approval of the other party in each instance, Licensee and TDM may use the information about the business relationship pursuant to this Agreement for independent or joint marketing efforts. Examples of allowable marketing uses include creation and use of case studies, press releases, printed and online marketing materials, presentations, and business references.
10.1. TDM will defend and indemnify Licensee for all costs (including reasonable attorneys fees) arising from a claim that Software furnished and used within the scope of this Agreement infringes a U.S. or Canadian copyright or patent provided that: (i) Licensee will notify TDM in writing within 30 (thirty) calendar days of the claim; (ii) TDM has sole control of the defence and all related settlement negotiations, and (iii) Licensee will provide TDM with the assistance, information, and authority necessary to perform the above.
10.2. TDM will have no liability for any claim of infringement based on: (i) Open Source Components code contained within the Software; (ii) use of a superseded or altered release of the Software, except for such alteration(s) or modification(s) which have been provided by TDM, if such infringement would have been avoided by the use of a current, unaltered release of the Software that TDM provides to Licensee, or (iii) the combination, operation, or use of Software furnished under this Agreement with programs or data not furnished by TDM, if such infringement would have been avoided by the use of the Software without such programs or data.
10.3. In the event the Software is held or believed by TDM to infringe any third-party rights, or Licensee’s use of the Software is enjoined, TDM will have the option, at its expense, to: (i) modify the Software to cause it to become non-infringing; (ii) obtain for Licensee a license to continue using the Software; (iii) substitute the Software with other Software reasonably suitable to Licensee, or (iv) if none of the foregoing remedies are commercially feasible, terminate the license for the infringing Software and refund a) the license fees paid for the Software, prorated over a one-year term from the license purchase date if any infringement occurs during the first year of Standard Support subscription; b) renewal fees paid for the subsequent Standard Support subscription renewal prorated over a one-year term from payment due date for any subsequent year.
10.4. Licensee Indemnity. Licensee is responsible and indemnifies and holds TDМ harmless for any and all losses, liability, or damages arising out of third parties’ claims related to your use of the Software, which infringes any applicable laws or third parties’ rights.
THE SOFTWARE AND ANY RELATED DOCUMENTATION ARE PROVIDED ON A STRICTLY “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH LICENSEE.
12.1. TDM notifies that Software may contain third party Open-Source Components. More information is available on a corresponding product page on TeamDev Ltd. official website (www.teamdev.com).
12.2. TDM and the Software are in full compliance with any Open-Source Components’ license to grant the license rights granted herein.
12.3. The terms and conditions governing the use of such Open-Source Components are in the Open-Source Software Licenses of the copyright owner and not this Agreement.
12.4. In case you modify the Software as allowed pursuant to the clause 5.1 a) TDM disclaims any warranty related to the Open-Source components, including warranties contained in 12.2. You shall be liable for any claims of third-party rights infringement caused by modification of the Software made by you in accordance with clause 5.1 a).
IN NO EVENT SHALL TDM OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THIS SOFTWARE, EVEN IF TDM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
This Agreement does not grant any rights to use the trademarks or trade names: “TeamDev”, “JxBrowser”, “JExplorer”, “JNIWrapper”, “ComfyJ”, “JExcel”, “JxFileWatcher”, “JxCapture”, “DotNetBrowser”, “JxMaps” or any other trademarks, service marks, logos or trade names belonging to TeamDev Ltd. or TDM except as defined in the Section 9. “Marketing”. Licensee agrees not to use any marks belonging to TeamDev Ltd. or TDM in or as part of the name of products based on the Software.
Licensee may terminate this Agreement at any time by destroying all copies of the Software. This Agreement will terminate immediately without notice from TDM if it is discovered that Licensee fails to comply with any provision of this Agreement. Upon such termination, Licensee must destroy all copies of the Software. Section 11. “Disclaimer of Warranty” and Section 13. “Limitation of Liability” shall remain effective after the termination of this Agreement.
The parties agree that this Agreement is governed by the laws of Republic of Estonia and mutually consent to the exclusive jurisdiction and venue in the courts of Tallinn, Estonia, and expressly disclaim the applicability of the laws of any other state or jurisdiction to the maximum extent possible. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs, and other expenses, including the costs and fees incurred on appeal or in a bankruptcy or similar action.
Any terms and conditions in any purchase or sales order, invoice, quote, click wrap, or any other business form have no effect.