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End User License Agreement

Document version: D06

Important! Read the following terms carefully before installing, copying and/or otherwise using CAD Exchanger (hereinafter referred to as “the Licensed Software”). Installing, copying or otherwise using the Licensed Software indicates Your acceptance of these terms.

This End-User License Agreement (hereinafter referred to as the "EULA") is a legal agreement between You, the end user, who obtained or uses the Licensed Software, and CADEX. (Note however that this EULA does not govern CAD Exchanger SDK, which is subject to a separate license agreement).

This EULA comes into effect when You demonstrate Your consent to be bound by its terms by selecting the “I accept the terms of the license agreement” button and installing the Licensed Software, or when You install, copy or start using the Licensed Software in any other manner. Any such act is deemed to demonstrate Your acknowledgment that You have read this EULA, that You understand it and agree to be bound by its terms. If You do not agree to the terms of this EULA, do not use the Licensed Software and disable, remove it from Your system, and destroy any copies of the Licensed Software in Your possession.

This EULA is binding for the entire period that You use the Licensed Software unless otherwise stated in this EULA or in a separate written agreement with CADEX.

If a separate written agreement with regard to the Licensed Software has been concluded with CADEX, then, in the event of any discrepancy between that agreement and this EULA, the terms of the separate agreement shall prevail over any inconsistent term in this EULA. Any terms and conditions contained in Your purchase orders or other documents shall not modify this EULA or expand CADEX’s obligations hereunder.

DEFINITIONS

“CADEX” means CADEX-SOFT OÜ, registered at Ahtri tn, 12, Tallinn, 15551, Estonia.

“Perpetual License” means a perpetual license to the Licensed Software according to the terms of Section 1.

“Licensed Software” means CAD Exchanger software, including any and all of the software components, documentation, example programs, license keys and other materials, including any updates thereto, that are provided by CADEX to You under this EULA.

“Subscription License” means a time-limited license to the Licensed Software according to the terms of Section 1.

“Updates” shall mean releases of the Licensed Software containing enhancements, new features, corrections and other modifications.

“You” and “Your” refer to and include any person and/or any entity that obtained this Licensed Software for his/her or its own use and not for purposes of further resale and any actual user of the Licensed Software.

1. LICENSE GRANT AND RESTRICTIONS

1.1. Subject to the terms and conditions of this EULA, CADEX grants to You, upon payment of the applicable license fees, a limited, non-exclusive nontransferable license to install and use the functionality of the Licensed Software subject to all restrictions (limitations) and the scope of the License as may be provided by this EULA and the license keys provided by CADEX.

1.2. Restrictions on Your use of the Licensed Software and the scope of Your License may include, but are not limited to, the following:

1.2.1. Number of computers, individual users and network access. The scope of the license acquired by You may restrict the number of computers on which You may install and use the Licensed Software, the number of individual users of the Licensed Software, and network access and depends on the type of license acquired by You.

1.2.1.1. If the type of Your License is “Node-locked”, You may install and use the Licensed Software on as many designated computers owned by You as the number of licenses You acquired. At any given time, only one user may use the Licensed Software on each computer. A license may be transferred to another designated computer during the license term in accordance with then-current policies by CADEX.

1.2.1.2. If the type of Your License is “Floating” or “Network” You may install the Licensed Software on any number of computers owned by You and simultaneously use the Licensed Software on as many computers and/or by as many users as the number of Licenses You acquired.

1.2.1.3. If the type of Your License is “Cloud” You may install the Licensed Software via remote access or virtualization solution owned, rented or otherwise lawfully acquired and/or used by You and simultaneously use the Licensed Software on as many computers as the number of Licenses You acquired.

1.2.2. Duration. Use of the Licensed Software may be limited to a specific period of time, if it is stipulated in the License and/or in the documentation accompanying the purchase of the Licensed Software. The Licensed Software may not be used after the expiration of such time period.

1.2.2.1. If You acquired a Subscription License then You may use the Licensed Software for a limited subscription period. Your subscription period may renew automatically until You cancel Your subscription. After the expiration of Your subscription period, the functionality of the Licensed Software will be no longer available or will be limited until You make a payment to renew Your subscription.

1.2.2.2. If You acquired a Perpetual License then You may use the Licensed Software for an unlimited duration.

1.2.3. Processing volume. The number of volume units (e.g. files or file size) that may be processed with the Licensed Software, if it is stipulated in the license, may be limited in one or more ways, such as limitations on the number of volume units that may be processed within particular time periods, such as monthly or annually, or on the overall number of volume units that may be processed.

1.3. You may not perform or make it possible for other persons to perform any activities included in the list below:

1.3.1. Reverse engineer, disassemble, decompile (i.e. reproduce and transform the object code into source code) or otherwise attempt to derive the source code for the Licensed Software or any part, except, and only to the extent, that such activity is expressly permitted by applicable law notwithstanding this limitation. If applicable law prohibits the restriction of such activities, any information so discovered must not be disclosed to third parties except as such disclosure is required by law and such information must be promptly disclosed to CADEX. All such information shall be deemed to be confidential and proprietary information of CADEX.

1.3.2. Modify, adapt, or make any changes to the object code of the Licensed Software.

1.3.3. Rent, lease, sublicense, assign or transfer any rights granted to You by this EULA and other rights related to the Licensed Software to any third-party or authorize all or any portion of the Licensed Software to be copied onto other computers unless otherwise authorized in writing by CADEX.

1.3.4. Make it possible for any person not entitled to use the Licensed Software to access and/or use the Licensed Software, including without limitation in a multi-user system, virtual environment, or via the Internet.

1.3.5. Create software or services that compete with the Licensed Software or other software or services provided by CADEX, as well as create software that shall pass on functionality which in any way makes it possible for others to create software that uses Licensed Software. In particular, You may not create applications, which enable data import/export or other functionality provided by the Licensed Software, without prior written CADEX’s consent.

1.3.6. Remove, change or obscure any copyright notices that appear on the Licensed Software.

1.4. Evaluation, pre-release or demo versions. If You use an evaluation, trial, pre-release or demo version of the Licensed Software You may only use the Licensed Software for internal evaluation purposes and only for the term of the evaluation period. You may not use the Licensed Software for any competitive analysis, benchmarks and for any commercial, professional, or other for-profit purposes.

1.5. CADEX reserves all rights not expressly granted herein. Except as set forth in the EULA, no express or implied license or right of any kind is granted to You regarding the Licensed Software.

2. UPDATES, MAINTENANCE AND SUPPORT

2.1. During the license term, You may be provided with Updates that You may install at Your discretion. Your eligibility for Updates are determined by Your license type - Subscription License grants access to Updates during pre-paid subscription term, Perpetual License grants access during pre-paid twelve (12) month cycles that begin on the purchase date (each such twelve (12) month cycle being an “Annual Maintenance Term”).

2.2. Subscription License and maintenance services for a Perpetual License are offered at CADEX’s then-current fee structure.

2.3. If the maintenance fees for a Perpetual License are not paid on or before commencement of the Annual Maintenance Term, then maintenance services shall lapse. If You let lapse maintenance services and later desire to reinstate such maintenance services then You may do so with CADEX consent and by paying a ‘welcome-back’ fee according to the then-current price list by CADEX. In addition, You agree to install all Updates necessary to bring Your installation of the Licensed Software current with the most recent release.

2.4. No support, consulting or any other services shall be delivered by CADEX pursuant to EULA. Any service shall be subject to a separate agreement between the parties.

3. TERM AND TERMINATION

3.1. This EULA is effective until terminated either upon expiration of a subscription term or as set forth in this Section.

3.2. You may terminate this EULA at any time by (i) ceasing its use of the Licensed Software, and (ii) either returning to CADEX or destroying all copies of the Licensed Software in Your possession or control.

3.3. CADEX may terminate this EULA if (i) You fail to pay any amounts outstanding at least thirty (30) days after the invoice date, or (ii) You continue to violate any material terms and conditions of this EULA after CADEX delivers written notice of such violation to You and provide You at least fifteen (15) days after the date of such notice to cure the violation.

3.4. Upon any termination of the EULA, You shall (i) immediately cease all use of the Licensed Software, (ii) either return to CADEX or destroy all copies of the Licensed Software in Your possession or control and (iii) upon CADEX written request, certify in writing to CADEX that your responsibilities in (i) and (ii) above have been promptly performed.

3.5. Surviving sections. Definitions and the provisions of Sections 4, 5, 6, 8 shall survive the expiration or termination of the EULA.

4. CONFIDENTIALITY

4.1. Each party acknowledges that during the term of the EULA each party may receive information from the other Party, that is confidential and of great value to the other party, and the value of which would be significantly reduced if disclosed to third parties (“Confidential Information”). Accordingly, when a party (the “Receiving Party”) receives Confidential Information from the other party (the “Disclosing Party”), the Receiving Party shall only disclose such information to its employees, employees of its affiliates, directors, officers, attorneys, and contractors on a need to know basis, and shall cause them to:

4.1.1. maintain any and all Confidential Information in confidence;

4.1.2. not disclose the Confidential Information to a third party without the Disclosing Party's prior written approval; and

4.1.3. not, directly or indirectly, use the Confidential Information for any purpose other than for exercising its rights and fulfilling its responsibilities pursuant to the EULA.

4.2. Each party shall take reasonable measures to protect the Confidential Information of the other Party, which measures shall not be less than the measures taken by such party to protect its own confidential and proprietary information.

4.3. Obligation of confidentiality shall not apply to information that

4.3.1. is or becomes publicly known through no action or inaction of the Receiving Party;

4.3.2. was already in the possession of the Receiving Party at the time of disclosure without an obligation of confidentiality, direct or indirect, to the Disclosing Party;

4.3.3. is obtained by the Receiving Party from an independent third party without a breach of such third party’s obligations of confidentiality;

4.3.4. is independently developed by the receiving Party without use of or reference to materials provided by the disclosing Party;

4.3.5. the Receiving Party is legally compelled to disclose, in which case the Receiving Party shall notify the Disclosing Party of such compelled disclosure and assert the privileged and confidential nature of the information and cooperate fully with the Disclosing Party to limit the scope of disclosure and the dissemination of disclosed Confidential Information to the minimum extent necessary.

4.4. The obligations under this Section shall continue to remain in force for a period of three (3) years after the last disclosure, and, with respect to trade secrets, for so long as such trade secrets are protected under applicable trade secret laws.

4.5. Confidential files. CADEX may use computer files received from You to debug or otherwise improve Licensed Software. CADEX shall have the right to extract and to store a minimum possible subset of information from the received files for its internal testing purposes.

5. LIMITED WARRANTY AND WARRANTY DISCLAIMER

5.1. CADEX warrants that except with respect to evaluation or pre-release versions of the Licensed Software, for a period of ninety (90) days from the date of initial delivery, when used with a recommended hardware configuration, Licensed Software will perform in substantial conformance with product documentation. The warranty period only applies to the initial delivery of the Licensed Software; delivery of Updates shall not restart or have any other effect on the warranty period.

5.2. CADEX shall not be responsible for errors, defects or non-conformities to the extent caused by Your files, data or third-party software. The above warranties also specifically exclude defects resulting from: (i) modifications made to the Licensed Software by anyone other than CADEX; (ii) Your failure to install the most recent Update; (iii) Your use of the Licensed Software in connection with any computer equipment or devices that do not meet the requirements set forth in the documentation; or (iv) Your use of the Licensed Software in a manner that is not authorized in the EULA.

5.3. CADEX DOES NOT WARRANT THAT LICENSED SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.

5.4. Prior to entering this EULA, You were granted access to the evaluation version of the Licensed Software for a period of at least thirty (30) days for testing and making a deliberate decision to purchase a software license. Your sole and exclusive remedy and CADEX’s sole responsibility for a breach of the warranty is to either repair or replace, at CADEX’s discretion, the non-conforming Licensed Software; provided, however, that CADEX receives a warranty claim during the warranty period. License fees shall not be refunded or claimed as a credit in any event or for any reason.

5.5. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF INITIAL DELIVERY.

5.6. EXCEPT AS STATED IN THE THIS SECTION, THE LICENSED SOFTWARE IS PROVIDED "AS IS" WITH NO WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF DESIGN, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

6.1. Limitation of Liability.

6.1.1. EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR INTERRUPTION OF BUSINESS OR FOR LOSS OR CORRUPTION OF DATA, EVEN IF SUCH PARTY IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

6.1.2. EXCEPT FOR (I) CASES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, AND (II) BREACH OF CONFIDENTIALITY, EACH PARTY’S TOTAL LIABILITY UNDER OR IN RELATION TO THE EULA, REGARDLESS OF THE BASIS OF THE CLAIM, SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO CADEX IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT RESULTING IN SUCH LIABILITY.

6.2. Indemnification. Each party (“Indemnitor”) shall defend, indemnify and hold the other party, its affiliates, contractors, employees, directors, officers, customers and suppliers (collectively “Indemnitees”), harmless from and against all damages, costs, expenses, liability, losses, awards, settlements, fines and penalties arising from (i) in the case of CADEX as Indemnitor, third party claims that the Licensed Software infringes upon intellectual property rights, (iii) Indemnitor’s negligence, fraud, willful misconduct or violation of law, and (iv) Indemnitor’s breach of warranty.

7. DISPUTE RESOLUTION AND GOVERNING LAW

7.1. The applicable law under the EULA is that of the country of CADEX's registration. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

7.2. Any dispute arising from the EULA shall be settled in accordance with the mandatory pre-trial procedure for the settlement of disputes. A claim shall be considered and responded to within five (5) working days of receipt, but no more than ten (10) working days from the date the claim is sent by a Party.

7.3. Any unresolved dispute shall be submitted to mediation in accordance with the WIPO (World Intellectual Property Organization) Mediation Rules. The place of mediation shall be chosen in accordance with the WIPO procedures. The language to be used in the mediation shall be English.

7.4. Any unresolved dispute shall be finally settled by arbitration. The arbitration shall be held in the country of CADEX’s registration and the process shall be conducted in English.

8. GENERAL PROVISIONS

8.1. Entire Agreement. This EULA and the exhibits hereto, constitute the complete agreement between the Parties and supersede all prior discussions, representations, and proposals, written or oral, with respect to the subject matters discussed herein. In the event of any conflict or inconsistency between this EULA and any Purchase Order, the terms of this EULA will prevail over the terms of the Purchase Order with respect to such conflict or inconsistency.

8.2. Taxes. All license fees and other charges are exclusive of any value added tax, use tax, sales tax, withholding tax and other taxes or duties levied directly for the sale, delivery or use of Licensed Software hereunder pursuant to any applicable law. Such applicable taxes must be set forth in the applicable invoice and shall be paid by You to CADEX.

8.3. Assignment. You may not assign this EULA or the rights and obligations thereunder to any other person or entity without the prior written consent of CADEX. CADEX may assign or delegate any or all of its rights or obligations under this EULA in whole or in part at its discretion. Any assignment in violation of this Section is void and of no effect. This EULA will be binding upon and inure to the benefit of the parties, their legal representatives, permitted transferees, successors, and assigns as permitted by this EULA.

8.4. Third-party software. The Licensed Software may include third party software, data or other materials that are subject to and provided in accordance with terms that are in addition to or different from the terms set forth in the EULA. Such terms may be included or referenced in or with such third-party software, data or other materials or a web page specified by CADEX (the URL for which may be obtained on CADEX’s website or on request to CADEX). The list of third party software, data or other materials may be amended from time to time.

Privacy Policy

Document version: 2.0

Last updated: August 19, 2020

This policy explains which information, why and how we collect and process about you, your usage of CAD Exchanger products, services and websites, or during other interactions between you and us. If you have any questions please contact us via contact form available on our web-site.

1. WHAT INFORMATION WE COLLECT ABOUT YOU

1.1. Information you provide to us

We may collect information when you:

Register for an account, create or modify your profile, fill out forms on our website and so forth.
Contact us for product related information, support or other similar reasons.
Make purchase order or execute purchases.

We also collect technical data (such as computer files) which you explicitly provide to us (e.g. via email attachment or alike).

1.2. Information we collect automatically

1.2.1. Your use of our applications, services or websites

When you use our software (such as desktop, mobile or cloud), contact support service, visit our web site we may collect various information about your usage. This information includes the features you use; the links you click on; the type, size and filenames you import into the application, or upload to the services, licensing details (such as license keys, products versions).

1.2.2. Device and Connection Information

We collect information about your computer, mobile phone, tablet, or other devices you use to access our application or websites (such as operating system, locale, time zone, IP address). This device information includes your connection type and settings when you install, access, update, or use our services.

1.2.3. Cookies and other tracking technologies

Our websites use cookies or other tracking technologies (e.g. web beacons, device identifiers and pixels) to improve user experience. Cookies are small text files that are stored in your computer’s memory and hard drive when you visit certain web pages. We use cookies on our website to gather information how and when pages in our website are visited, what our users’ technology preferences are and whether our websites are functioning properly.

1.3. Information we receive from other sources

1.3.1. Other users of our products and services

We may receive information about you from other prospects or customers who include you into communication (e.g. by inviting to a meeting, adding into email communication and so forth). This information may include your name, job title, email addresses, physical addresses.

1.3.2. Partners

We may receive information about you from our business partners, such as resellers and payment processing providers. This information may include your name, job title, email addresses, physical addresses.

1.3.3. Third-party providers

We may receive information about you from third-party providers and publicly available sources (e.g. social media platforms), including job titles, email addresses, phone numbers, IP addresses and social media profiles.

2. HOW WE USE INFORMATION WE COLLECT

2.1. To provide the services

We use information about you to authenticate you when you log in, to enable you to use our products and services, and operate, maintain, and improve them.

2.2. To communicate with you about your use of our products and services

We use your contact information to communicate with you via emails or otherwise to help you evaluate our offerings, to confirm your purchases, remind you of expirations and due payments, respond to your comments, questions and requests, provide customer support and so forth.

2.3. For product development

We use collected information to get insights into users’ activities, experiences, preferences, trends in order to prioritize our product development activities, to improve our testing activities, and eventually to deliver better products and services.

2.4. To market, promote and drive engagement with our offerings

We use your contact information and information about how you use our products and services to send promotional communications that may be of specific interest to you, including by email and by displaying ads on other websites. We may use information about you where you have given us consent to do so for a specific purpose. For example, we may publish testimonials or featured customer stories to promote our products and services.

2.5. To protect our legitimate business interests and legal rights

We use information about you to verify license agreement compliance, to execute our respective audit rights.

We do not sell any of the information to any third-party companies.

3.1. Users’ community

Our websites offer publicly accessible community infrastructure (including blogs, forums, issue trackers, etc). Any information you provide through this infrastructure – including profile information - may be read, collected, and used by any member of the public who accesses this infrastructure. Your posts and certain profile information may remain even after you terminate your account.

3.2. Third-party vendors

We may need to share some personal information with third-party providers to perform business operations. Third-party vendors we may share your information with may include (but not limited to, as the list of required activities may change over time):

Communication tools vendors (email, teleconferences, etc)
Customer support tools vendors
Customer relationship management (CRM) tools vendors
Marketing tools vendors
Cloud computing vendors
Payment management vendors
Web tracking and analytics tools vendors

Support Terms and Conditions

Document version: 2.0

Last updated: August 19, 2020

These CAD Exchanger Support Terms and Conditions (the "Support Terms") governs provision of CADEX’s support services in connection with its software offerings. These Support Terms supplement the CAD Exchanger Software License Agreement, or a written agreement executed by CADEX (each, the “Agreement”). Capitalized terms not defined in these Support Terms have the same meanings given to them in the Agreement.

1. DEFINITIONS

“Customer” shall mean “Licensee” as defined in the Agreement.
“Designated Users” shall mean the employee(s) of Customer or Customer’s consultant(s) or contractor(s) acting within the scope of their services for Customer and on behalf of Customer for whom Customer has purchased Support. Such Designated User(s) shall be named individuals.
“Provider” shall mean “Licensor” as defined in the Agreement.
“Support” shall mean assistance that is provided by Provider to assist eligible Customer’s designated employees or Contractors (the “Designated Users”) in installation, usage, functionality problem resolution for error in Licensed Software pursuant to the terms of these Support Terms.
“Supported Configuration” shall mean a combination of OS, architecture, compiler and applicable third-party software officially supported by Licensed Software, as documented therein.
“Support Plan” shall mean a list of available support services (and levels thereof) purchased by Customer or included into the Licensed Software offering. Support Plans include distinct Communication Channels (as defined below).

2. SUPPORT SERVICES

2.1. Support Services Provided by Provider

Support is provided for Licensed Software, for Supported Configurations.

Support is available via three Support Plans:

Community Support;
Standard Support;
Priority Support.

Support is provided remotely via web-site, email, VoIP, screen shares, tickets, chat and other electronic means (“Communication Channels”) and will not include travel to or time spent on Customer’s site.

Provider will make commercially reasonable efforts to resolve inquiries reported by Customer. Resolution of an inquiry may be provided through a response (written or verbal), through providing a released version of Licensed Software, generally available or privately available to Customer.

Certain Customer’s inquiries (especially new features, enhancement requests or errors with lower probability or severity) may not be addressed within Support. In such cases, Provider may recommend addressing such inquiries under other arrangements between the parties.

2.2. Customer’s Obligations

Customer shall use Communication Channels available for the Support Plan.

Customer may assign up to five (5) “Designated Users” that may seek for Support under these Support Terms.

The Designated Users must provide adequate information and documentation to Provider to enable it to reproduce the problem for which the Designated User has sought assistance.

To ensure efficient handling of inquiries, the Designated User must provide the following information, where relevant:

A clear, detailed description of the problem, question or suggestion;
Version of Licensed Software, Supported Configuration and details on operating environment (hardware, third-party software, etc);
Clear scenario to reproduce the incident in the form of:
- A sequence of user actions in CAD Exchanger GUI or CAD Exchanger Cloud, or
- A complete command line using CAD Exchanger CLI, or
- A complete and compilable test case using one of CAD Exchanger SDK or other CAD Exchanger development tools examples or modifications thereof of not more than 1000 lines of code, or
- For Priority Support: A complete and compilable test case of not more than 5000 lines of code;
CAD file(s);
Additional relevant content, such as screenshots, screencasts, etc.

In order for Provider to provide efficient handling of reports, Customer shall promptly respond to any Provider’s requests for additional information.

2.3. Support Services Scope

2.3.1. Versions of Licensed Software

Support will be provided for generally available production releases, for one (1) year from the release date. Pre-releases including engineering builds, technology previews, Beta or other experimental releases will not be supported. Should Provider introduce modifications to resolve the reported incident, all such modifications will be introduced into the on-going development version of the Licensed Software, and will be released in its future versions. No backporting or patching a previously released version will be performed. Pursuant to the Agreement, Customer must have effective License Term to be eligible for Updates containing released modifications.

2.4. Response Times

In performing Support, the Provide will strive to ensure following, non-binding, response times:

Standard Support: Initial response time to not exceed three (3) business days.
Priority Support: Initial response time to not exceed one (1) business day.

Provider may provide an initial response and then follow up with additional communication.

Business days will be defined in accordance with effective legislation local to Provider’s support team. Support will be provided 8am to 5pm CET time zone. Provider will strive to minimize delays to effectively support Designated Users in other time zones or with different working calendars.

2.5. Support Limitations

Support is provided in English.

Support does not include:

Integration with third-party software;
Hardware problems or problems arising from improper use of Licensed Software;
Development of Customer’s Application;
Support for Customer’s Application’s end-users;
Product training;
Any other professional services except expressly defined in these Support Terms.

3. CONFIDENTIALITY

Services and communications between the parties shall be subject to confidentiality-related provisions in the Agreement.

For Standard and Priority Support Plans, an explicit non-disclosure agreement may be executed upon mutual agreement between the parties.

4. WARRANTY DISCLAIMER

Provider makes no warranties that the Support provided will be successful in resolving any difficulties or problems or in diagnosing faults reported by Customer. Support is provided to Customer on an “as is” basis. To the maximum extent permitted by applicable law, Provider on behalf of itself and its suppliers, disclaims all warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose for the Support provided to Customer.

5. TERM AND TERMINATION

5.1. Term

For Standard and Priority Support Plans, Provider shall provide support to Customer during the period of twelve (12) months, or any other period agreed between the parties, after the Support purchase date but not more than the License Term of the Licensed Software.

For Community Support Plan, Customer will be eligible to seek Support during entire License Term.

The Support shall be terminated upon Agreement’s termination or pursuant to the terms of this Section 5.

5.2. Termination

Provider may terminate Support upon thirty (30) days prior written notice if Customer is in material breach of any obligation of these Support Terms or the Agreement and fails to remedy such breach within such notice period.

Customer may terminate this Agreement at any time by providing a written notice to that effect to Provider.

All fees paid for Support shall not be refunded or claimed as a credit in any event or for any reason whatsoever. Expiry or Termination of Support for any reason whatsoever shall not relieve Customer of its obligation to pay any fees accrued or payable to Provider prior to the effective date of termination, and Customer shall immediately pay to Provider all such fees upon the effective date of termination.

6. CHANGES

From time to time Provider may change the terms of these Support Terms or content of Support provided hereunder by publishing them on its public web-site. Each new version of the Support Terms shall become effective upon such publication and shall supersede previous versions thereof.