License Agreement
THIS AGREEMENT (the "Agreement") IS ENTERED INTO BETWEEN FORMTOOLS LTD. ("Company," "We," "Us," or "Our") as LICENSOR AND YOU OR THE ORGANIZATION ON WHOSE BEHALF YOU ARE ENTERING INTO THIS AGREEMENT AS LICENSEE ("You" or ”Licensee”)
(COMPANY AND LICENSEE TOGETHER THE “Parties” AND INDIVIDUALLY A “Party”)
IN RELATION TO THE VUEFORM SOFTWARE (the “Software”). BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS, YOU ACCEPT THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS 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.
1. DEFINITIONS
"Addendum" means the document or email correspondence explicitly designed to append (if any), containing the specific terms and conditions in which the Parties have agreed beyond the application of this Agreement. The Addendum is an inseparable attachment to this Agreement. Where the Addendum conflicts with this Agreement the Addendum prevails.
"Application" means any software, application, or elements that You or Your Authorized Users create using the Software in accordance with this Agreement.
"Authorized User" refers to an individual associated with Your organization (such as an employee, service provider, consultant, or contractor, including system operators, affiliates, and so on) whom You grant permission to utilize the Software to deliver services to You as part of Your internal business processes in relation to Your Application. Acts or omissions of the Authorized Users in connection with the Software shall be considered as Your acts and omissions
"Date of Purchase" means the date when the Company provides You with access to the Software, following Your complete payment of the License Fee.
"End User" means the individual or organization who will ultimately be using the Application or obtain a copy of the Application of a Redistributed Software.
"Modification" means: a) any addition to or deletion from the contents of a file included in the Software, and/or b) any new file that leverages any part of the Software.
"Obfuscated Source Code" means the source code of the Software that is executable but deliberately made difficult to read, understand, and modify.
"Project refers to a distinct and self-contained software application or system that serves a specific purpose, characterized by its own branding, name, logo, and domain(s). It is marketed distinctly from other projects or services and possesses a unique set of features or functionalities.
"Readable Source Code" means the source code of the Software that is easy to read, understand, and modify.
"Redistributed Software" means the software that the End User obtains (inclusive of the Software's source code) for self-hosting purposes.
"Software" means any and all software that is made available to You under this Agreement as well as any new versions and releases made available pursuant to this Agreement.
"Software License Agreement" or "Agreement" means this Agreement together with all its Addendums, Attachments, Annexes and all other documents mutually accepted by the Parties, that are defined as forming part of this Software License Agreement.
"Support Services" means that the Company provides to the Licensee the new versions and releases of the Software, grants access to its private registries, answers the Software related questions, acts upon bug reports and feature requests of the Licensee if submitted via email to info@vueform.com or received via Our official Discord server: https://discord.gg/WhX2nG6GTQ.
2. LICENSE TYPES
2.1 Commercial License
2.1.1 The Commercial License provides You with commercial rights, allowing you to use the Software on live domains or use it internally for business operations.
2.1.2 Upon running the Application, a "Public Key" is transmitted to Our server alongside the domain where the Application is operational. Our server evaluates if the requesting domain is authorized to utilize the Software. If the criteria are not met, access to the Software on that domain will be denied (”Remote Domain Validation”).
2.1.3 Certain versions of the software may not include the Remote Domain Validation. In such instances, You are permitted to use the Software in accordance with the terms mutually agreed upon with Us.
2.1.4 Your rights and obligations are, in part, determined by the pricing plan or features You select. Pricing plans can be found at https://builder.vueform.com/pricing. These terms can be expanded upon or modified through custom agreement.
2.1.5 End User Limitation: The Commercial License permits serving up to 10,000 End Users, encompassing direct paying clients or the cumulative number of end users/employees if the Software is provided to other companies. You are responsible for monitoring and adhering to this user limit. Additionally, We reserve the right to request a report on the number of your End Users. Upon such a request, You are obligated to provide this information within 30 days. Exceeding the user limit necessitates an upgraded license or a renegotiated agreement to cover additional users.
2.2 Trial License
2.2.1 You can request a temporary Trial License for the Software ("Trial Software") before buying a Commercial License. By doing so and adhering to this Agreement, We grant You a limited, revocable license to use the Trial Software for internal evaluation, development, and testing.
2.2.2 This Trial License has a 60 days expiration and can be used before deploying any part of Your application on a live domain.
2.2.3 You must only use the Trial Software as allowed by this Agreement. Specifically, You can't alter the code of the Software. Your right to use the Trial Software ends if you violate these terms, finish the development phase, or buy a Commercial License. We can end your Trial License anytime, with or without reason.
2.2.4 The Trial Software may have watermarks, limited features, or other restrictions. We provide it "as is" without any guarantees. We aren't responsible for any issues or damages related to your use of the Trial Software.
3. LICENSE TERMS
3.1 Subscription License
3.1.1 The Subscription License can be purchased on a monthly or annual basis. As part of the Subscription License, You will always have access to the latest version of the Software and are permitted to run the Application in production. Additionally, you are granted access to the Software via our private registries as long as your subscription remains active. Continuous support is included for the duration of the subscription.
3.1.2 Upon creating a subscription You are opted-in for automatic renewal for the chosen time period. You have the option to opt-out from automatic renewal at any time later on. Should You choose to cancel the Subscription License, Sections 6.1 – 6.2 of this Agreement shall apply.
3.2 Perpetual License
3.2.1 The Perpetual License can be obtained with a one-time payment that grants You a license to run the Application in production without a time limit.
3.2.2 The Perpetual License includes one year of Support Services from the date of the license purchase. During this period, and any subsequent renewal periods, you have access to the Software via our private registries. After the initial one-year period, renewal is optional. Should You choose to renew for another one year, the renewal fee will be as mutually agreed upon. By renewing, You will continue to receive Support Services for the Software for the duration of the renewed term.
3.2.3 Upon purchasing a Perpetual License You are opted-in for automatic annual renewal. You have the option to opt-out from automatic renewal at any time later on.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 This Agreement sets forth the rights and obligations attached to Your use of the Software and not an agreement for the sale of the Software. You agree that all rights, titles and interests related to the Company’s invention incorporated in the Software, including all related patents, trademarks, service marks, trade names, economic intellectual property rights, know-how and trade secrets, confidential information, etc. relating to the operation of the Software are owned by the Company. Company reserves any and all rights, implied or otherwise, which are not expressly granted to You in this Agreement. Upon termination of this Agreement for any reason, such authorization shall cease to exist.
4.2 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.
5. RESTRICTIONS
5.1 You and your Authorized Users shall not access, utilize, or manipulate the Software in any manner, directly or indirectly, that is designed to circumvent, avoid, or reduce fees or charges owed to Us. Any such unauthorized access or use shall be deemed a material breach of this Agreement.
5.2 You may not engage in any other activity by using the Software and/or the documentation, that leads to the creation of a product, provision of a service or offering that on the market appears to be directly competing with the Software (i.e. the product or the service offers the same or essentially the same functionalities as the Software).
5.3 Any deviation from the restrictions set forth in Sections 5.2 is subject to the express written preliminary approval of the Company and an individual agreement between the Parties on the related terms and conditions.
5.4 You are required to contractually ensure in Your agreement with the End Users that the Software is not reused by or with any applications other than those with which You distribute it to the End Users or independently of Your Application.
5.5 You agree not to port, adapt, or translate the Software without obtaining prior written consent. If You have not purchased a license granting access to the Readable Source Code, You are prohibited from, and may not permit any third party to, reverse engineer, decompile, disassemble, or otherwise attempt to uncover or modify the source code of the Software or any of its components. You may not use any part of the Software or Your knowledge of the Software to unbundle or repackage the Software for distribution, transfer or resale.
6. TERMINATION
6.1 Upon expiry of the the License Term, all rights granted to You under this Agreement shall cease to exist and You shall remove the Software from your Application promptly.
6.2 The Company is entitled to terminate this Agreement and Your right to use the Software with immediate effect if You fail to comply with any of the terms and conditions of this Agreement („Breach”). Upon receipt of the Company’s termination notice, You are obliged to act in line with Section 6.1 without any delay.
The provisions of Sections 2, 3, 4, 5, 6, 7, 8, 9, 10.6, 11 and 12 will survive any termination of this Agreement.
7. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE AND ITS UNINTERRUPTED OR ERROR-FREE OPERATION, YOUR MODIFICATION OR MISUSE OF THE SOFTWARE AND ITS USE IN A MANNER THAT IS NOT IN LINE WITH THIS AGREEMENT AND THE RELATED DOCUMENTATION.
8. LIMITATION OF LIABILITIES
IN NO EVENT WILL WE BE LIABLE TO YOU, FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES OR COSTS (INCLUDING LEGAL FEES AND EXPENSES) OR LOSS OF GOODWILL OR PROFIT IN CONNECTION WITH THE SUPPLY, USE OR PERFORMANCE OF OR INABILITY TO USE THE SOFTWARE, OR NON-PERFORMANCE OF ANY OBLIGATIONS PROVIDED HEREUNDER, OR IN CONNECTION WITH ANY CLAIM ARISING FROM THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. YOU AGREE THAT OUR ENTIRE LIABILITY HEREUNDER FOR DAMAGES SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE BY YOU WITHIN THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE LIABILITY THAT GAVE RISE TO DAMAGES WAS INCURRED.
9. COMPLIANCE AUDIT
9.1 We or a third party auditor acting on Our behalf, may, upon Our reasonable notice and at Our expense, audit You with respect to the use of the Software. Such audit may be conducted by mail, electronic means or carried in the form of a personal visit to Your premises. Personal audit shall be conducted during regular business hours, without the unnecessary disruption of Your business activities and subject to the safety and security procedures applicable at Your premises. The aim of the audit is to confirm that Your usage of the Software complies with the terms and conditions of this Agreement.
9.2 If an audit reveals that You are using the Software in a way that is in violation of the terms of this Agreement, then You agree to pay Us i) double the amount of underpayment attributable to the unauthorized use ii) the reasonable cost of the audit, where that audit reveals an underpayment in excess of 5%. In the latter case We reserve the right to terminate the licenses for the Software at our sole discretion due to Breach, in addition to any other remedies available under the applicable law. This Section shall survive expiration or termination of this Agreement for a period of two (2) years.
10. PAYMENT AND TAXES
10.1 We offer Our Software under various pricing plans, the details of which can be found at https://builder.vueform.com/pricing. The License Fee is determined by the pricing plan or features You select. These terms can be expanded upon or modified through custom agreement. We reserve the right to modify License Fees at any given time.
10.2 The Software License shall be transferred to You upon payment of the License Fee.
10.3 Upon purchasing the Software or utilizing the Software in production, you explicitly grant permission for Us or our designated third-party payment processor to bill You for the Software on a recurring monthly or annual basis. This will be automatically charged (unless cancelled) using the payment methods You provide. You affirm and guarantee that You possess the legal authority to employ all payment methods You offer to us. We retain the right to deactivate, terminate, restrict access, disable services, or delete any accounts or access or use the Software at our sole discretion, which can include reasons such as nonpayment, late payment, or inability to charge your payment methods upon invoicing.
10.4 We are not liable for any supplementary bank fees, interest charges, finance fees, overdraft costs, or other charges resulting from bills issued by Us. Currency exchange settlements are determined by agreements between You and your credit card provider.
10.5 If we are required to pay sales, use, value added or other taxes based on this Agreement, then such taxes will be billed to and paid by You. This does not apply to any taxes based on the Company’s income.
10.6 We are under no obligation to provide refunds of any nature or amount.
11. DATA PROTECTION
11.1 Both Parties shall comply with all laws and regulations applicable to the processing of personal data in connection with the transactions related to this Software License.
11.2 We collect specific data to enhance the functionality of the Software and to ensure its proper use. This data includes: (i) Public Key, (ii) the domain where the Software is integrated, and (iii) details about the Software's configuration, including the features and elements utilized, (iv) the IP address of the requesting browser. Importantly, we do not collect any user data or any data that users submit or fill into the form.
11.2 All collected data is securely stored on servers provided by Digital Ocean, located in London, United Kingdom. Digital Ocean employs robust security measures to protect data, including advanced encryption methods and strict access controls. For more details on Digital Ocean's security measures, we recommend reviewing their official documentation and security policies.
11.3 The collected data is used exclusively for the purposes of ensuring the correct use of the Software, for Remote Domain Validation, and for analytical objectives to improve the Software's functionality.
11.4 We value your privacy. The data we collect is strictly for internal use and is not shared with any third parties outside of the company.
11.5 We retain the collected data for a period of 5 years. After this period, the data is securely deleted.
11.6 Users have the right to request access to their data, ask for corrections, or request deletion of their data. Such requests can be made by contacting us at support@vueform.com. We commit to addressing these requests in a timely and transparent manner.
11.7 While we don't store sensitive personal data, we understand the importance of data security. In the unlikely event of a data breach, we will take all necessary steps to mitigate the breach and inform affected users as appropriate. We recommend users to keep their contact details updated to ensure timely communication.
11.8 We store minimal personal data, which may include name, company name, billing address, payment history, projects, domains related to projects, and access logs. This data is used to facilitate the provision of our services and to maintain a record of user interactions with the Software.
12. CONFIDENTIALITY
Confidential information means information disclosed by one Party to the other, that is not generally available to the public and, due to their character and nature, a reasonable person under such circumstances would treat as confidential (e.g. trade secrets, knowledge about the Software, financial and marketing information, etc.). Parties are obliged to maintain confidential information, protect confidential information from unauthorized use and disclosure by exercising at least the degree of care they use to protect their own confidential information.
13. MISCELLANEOUS
13.1 Limitations. The license granted herein applies only to the version of the Software available when purchased under this Agreement, and to any updates and/or upgrades to which You may be entitled to. Any previous or subsequent license purchased by You for use of the Software shall be governed by the terms and conditions of the software license agreement entered into in connection with the purchase or download of that version of the Software.
13.2 Export control. You agree to comply with all applicable export control laws, rules, regulations, restrictions and national security controls of the United States and the European Union or other applicable foreign agencies (“Export Controls”) as they apply to this Agreement and agree not directly or indirectly export or re-export, or allow the export or re-export of the Software or any copy, portion of the foregoing to the countries and/or territories specified therein, without first obtaining all consents or authorizations which may be required by the Export Controls.
13.3 Application related liability towards End Users. Any terms and conditions You may agree with Your End Users when You distribute the Software or Modifications thereof as part of Your Application, belongs exclusively to Your scope of responsibility and should be in compliance with the terms and conditions of this Software License Agreement. You shall indemnify Us, or at Our option, defend Us against any claim, suit or proceeding brought against Us (i) arising by reason of Your accepting any such support, warranty, indemnity or additional liability that is in excess of those undertakings set forth in this Agreement; 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. You agree to distribute the Software as part of Your Application based on a valid written agreement with the End User protecting our rights in relation to the Software.
13.4 Marketing materials. You agree to be identified as a customer of Ours and You agree that We may refer to You by name, trade name and trademark, if applicable, and may briefly describe Your business in our marketing materials and web site.
13.5 Assignment. You may not assign, sublicense or transfer this Software License Agreement by contract, operation of law, by merger, stock or asset sale, consolidation, dissolution or otherwise without Our prior written consent except (i) in connection with a merger, corporate restructuring, acquisition or sale of or any portion of Your assets or business, or (ii) to Your affiliate company, provided in each case that Your successor entity assumes in writing all Your obligations under this Agreement and agrees to be bound by it. Any attempted assignment or delegation in violation of this prohibition shall be null and void.
This Agreement may be assigned by Us in whole or part and will insure to the benefit of Our successors and assignees.
13.6 Entire Agreement. This Software License Agreement, including its Addendum, if any, contains the total agreement between Parties and supersedes any other written and oral agreements and communications relating to the subject matter, including any additional terms and conditions set forth in any order, acceptance form or any other document. Any waivers or amendments shall be effective only if made in writing.
13.7 Severability. If any provision in this Agreement shall be determined to be invalid, such provision shall be deemed omitted; 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.
13.8 Applicable Law. This Agreement shall be governed and construed in accordance with the laws of Hungary (notwithstanding the conflicts of laws provisions). The Parties irrevocably agree that the courts of Hungary shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).
Effective as of December 07, 2023.
