Vaadin Commercial License and Service Terms

Vaadin Commercial License and Service Terms

NOTICE TO USER: PLEASE READ THESE VAADIN COMMERCIAL LICENSE AND SERVICE TERMS CAREFULLY.

BY USING ALL OR ANY PART OF THE LICENSED SOFTWARE OR COMMERCIAL SERVICE, YOU AGREE ON BEHALF OF YOURSELF AND YOUR COMPANY (IF APPLICABLE) TO THE TERMS BELOW. IF YOU DO NOT AGREE WITH THESE TERMS, OR DO NOT HAVE THE AUTHORITY TO BIND YOUR COMPANY, DO NOT INSTALL, REGISTER FOR OR USE THE PRODUCT OR SERVICE, AND DESTROY OR RETURN ALL COPIES OF THE PRODUCT.

IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOURSELF IN YOUR INDIVIDUAL CAPACITY, THEN YOU ARE THE CUSTOMER. IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOUR COMPANY, THEN YOUR COMPANY IS THE CUSTOMER.

1. Definitions

1.1. In these Commercial Terms, unless the context requires otherwise, the following words and phrases shall have the following meanings:

1.2. “Agreement” shall mean an accepted Order, SOW or other agreement document that refers to and incorporates these Commercial Terms.

1.3. “Authorized Application” shall mean a software application developed by Customer using Licensed Software under a valid Runtime License.

1.4. “Authorized User” shall mean Customer if Customer is a natural person; or Customer’s employee or third-party consultant if Customer is a company and Customer authorizes such employee or third-party consultant to Use Licensed Software or use another item that is subject to a Subscription on behalf of Customer within Customer’s internal operations.

1.5. "Commercial Terms" shall mean these Vaadin Commercial License and Service Terms.

1.6. “Consulting” shall mean Services, by which Customer purchases Vaadin’s professional expertise, either outside a Subscription or as part of Services provided under a Subscription.

1.7. "Customer" shall mean the customer who has executed the Agreement and subscribed to or purchased Licensed Software and/or Services.

1.8. “Customer Work Products” shall mean all Materials created by Vaadin for Customer through performance of the Consulting or produced with automated tooling other than Vaadin Non-Commercial Materials, Vaadin Commercial Materials and Pre-Existing Materials.

1.9. "Developer" shall mean a software developer, tester, designer or other person developing a software application.

1.10. “Effective Date” means the date when Vaadin has accepted Customer’s Order for Licensed Products or Services, or when both Parties have signed an Agreement by physical signature or electronic signature.

1.11. “Intellectual Property Rights” shall mean all copyrights (including the right to modify and assign such copyright), patents, utility models, designs, trademarks, logos, domain names, inventions, improvements, trade secrets, know-how and all other intellectual property rights (including any applications or rights to the foregoing).

1.12. "License" shall mean the right to Use Licensed Software in accordance with the Agreement and in particular the limitations and other license type related terms and conditions set out under Section 4 below.

1.13. "Licensed Software" shall mean such computer software program(s), which are provided by Vaadin to Customer under the terms and conditions of these Commercial Terms, as well as any related updates and upgrades, and which are identified in more detail in an Order or an Agreement.

1.14. “Materials” shall mean all works of authorship, programs, software, code, source code, system design, processes, tools, reports, manuals, supporting materials, drawings, diagrams, flowcharts, business templates, documents, materials, technology, trademarks, trade secrets, websites, modifications, updates, enhancements, innovations (whether or not patented) and concepts.
1.15. “Order” shall mean a written or electronic order document (an order form, invoice, or similar document) entered into between Customer and Vaadin for Licensed Software or Services. Unless an Order says something different, each Order will be governed by the terms of these Commercial Terms and identify the Licensed Software and/or Service to be delivered as well as any usage limitations, applicable fees, and any other details related to the Subscription or other transaction.

1.16. "Parties/Party" shall mean Customer and Vaadin, or either of them.

1.17. “Pre-Existing Materials” shall mean all Materials, which existed prior to the Effective Date of an Agreement on Consulting, or which are thereafter created independently of such Agreement, other than Vaadin Non-Commercial Materials and Vaadin Commercial Materials.

1.18. "Project" shall mean Customer’s software development project during which the participating Developers Use Licensed Software and which aims to produce Project Result.

1.19. "Project Result" shall mean the outcome of the Project.

1.20. “Service(s)” shall mean any services, information or products (excluding Licensed Software but including Software Service) that are supplied by Vaadin to Customer and that are defined in the Agreement. Services may be provided as part of a Subscription or as separately invoiced Consulting.

1.21. “SOW” shall mean a statement of work documents that the Parties enter into under the Agreement and that concerns Consulting.

1.22. “Software Service” shall mean software-as-a-service, which is provided by Vaadin to Customer under the terms and conditions of these Commercial Terms and which is identified in more detail in an Order or an Agreement.

1.23. "Subscription" shall mean a subscription in which Customer subscribes to one or more of the following: (a) a right to use a Service, (b) a right to use Vaadin Commercial Materials, or (c) a right to Use Licensed Software; all for the agreed Subscription term and in accordance with the Agreement.

1.24. “Supported Software” consists of the latest minor version of Vaadin platform version 10, version 14 and all major versions starting from version 23, and second latest minor versions of Vaadin platform versions starting from version 23, for a period described on vaadin.com website. The contents of each Vaadin platform version is defined in the respective release notes. Supported Software does not include pre-release versions, such as beta, alpha or release candidate versions.

1.25. “Support Hours” are between 7 am and 8 pm GMT from Monday to Friday, except for the 1st of Jan, 6th of Jan, Good Friday, Easter Monday, 1st of May, Ascension Day, Midsummer eve, 6th of Dec and 24–26 of Dec. GMT+1 summertime is used between the last Sunday of March and the last Sunday of October.

1.26 "Use Licensed Software" shall mean using Licensed Software either in object code form or source code form or using Licensed Software as a part of an automation test suite or an automated build process.

1.27. “Vaadin” shall mean the Vaadin company who has executed the Agreement. If Customer’s domicile is in the United States, such Vaadin company shall be Vaadin, Inc., located at 405 El Camino Real, Menlo Park, CA 94025, United States. If Customer’s domicile is outside the United States, such Vaadin company shall be Vaadin Ltd (Finnish Business ID 1613563-9), located at Lemminkäisenkatu 3, 20520 Turku, Finland.

1.28. “Vaadin Commercial Materials” shall mean all Licensed Software, Software Service and other Materials that are owned by Vaadin Ltd (Finnish Business ID 1613563-9) and that are made available, based on a payment, through the vaadin.com online service, Github and/or other services, under a commercial license in connection with a Subscription or Consulting.

1.29. “Vaadin Non-Commercial Materials” shall mean all Materials that are owned by Vaadin Ltd (Finnish Business ID 1613563-9) and that are made available for free in the vaadin.com online service, Github and/or other services, typically under an open source or other non-commercial license.

2. Scope of Application

2.1. These Commercial Terms are applied to the provision of commercial Licensed Software and commercial Services by Vaadin to its Customers, including Subscriptions and Consulting that are provided against payment.

3. Subscriptions, Orders and SOWs

3.1. Vaadin offers non-free Subscriptions that to varying degrees give access to Services, Licensed Software and other Vaadin Commercial Materials.

3.2. The detailed content of each Subscription or other transaction is set out in an Order document delivered by Vaadin to Customer when a new Subscription is created, an existing Subscription is renewed, or other transaction is executed.

3.3. The Order sets out (a) the identity of Customer, (b) the ordered Service, Licensed Software or other Vaadin Commercial Materials, (c) the Subscription fee, (d) the Subscription term, (e) the relevant License type (where applicable), i.e., Developer License, Runtime License or Trial License, (f) possible specific restrictions and limitations, (g) possible specific rights, such as redistribution rights, (h) possible maintenance and support services related to Licensed Software, and (i) possible other relevant details of the Subscription or other transaction.

3.4. Unless otherwise set out for Licenses under Section 4 or for Software Services under Section 6 below, all Subscriptions may only be used by such Authorized Users that have been named by Customer and that have been connected to a Subscription. The number of Authorized Users included in a Subscription depends on the number of named users purchased by Customer. Unless otherwise set out for Licenses under Section 4 or for Software Services under Section 6 below, the list of Authorized Users can be changed at any time by Customer’s Subscription administrator.

3.5. Customer is responsible for ensuring that its Authorized Users maintain the usernames, passwords and other identifiers necessary for the use of Licensed Software, Software Service, or use of another item that is subject to a Subscription, diligently and that they do not disclose them to third parties. Customer must promptly notify Vaadin about any unauthorized use of such identifiers. Customer shall ensure that its Authorized Users comply with the Agreement and Customer shall be responsible for its Authorized Users’ use of Licensed Software, Software Service or another item that is subject to a Subscription.

3.6. Vaadin Pro Subscriptions come with a thirty (30) day money-back guarantee. If Customer for any reason wishes to cancel such Subscriptions within thirty (30) days from the beginning of the first Subscription term, Customer can contact Vaadin for a refund of the Subscription fees.

3.7. In case of Consulting the relevant Services to be delivered by Vaadin to Customer, as well as the relevant fees and other terms applicable to such Services, are set out in a SOW that is entered into under the Agreement.

4. Grant of License to Use Licensed Software, License Types

4.1. This Section 4 sets out the terms under which Vaadin grants Licenses to Customer and it also includes License type specific terms and conditions. Any License being granted as well as the relevant License type shall be determined at the time of the Subscription and set out in the Order or other Agreement document.

4.2. Except for the License explicitly set out below in this Section 4, Customer (and each Authorized User) may not use, copy, modify, rent, loan, lease, sell, sublicense, create derivative works from, transfer or distribute, the Licensed Software for any purposes, or make the Licensed Software available to any person or entity that is not an Authorized User, or assign its rights or obligations under the Agreement to a third party. Furthermore, Customer shall not decompile, disassemble, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Licensed Software, in whole or in part or reverse engineer the Licensed Software or any elements of the Licensed Software, or remove any proprietary notices from the Licensed Software, or use the Licensed Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any person, or that violates any applicable law. Customer shall not use Licensed Software to develop, test, support or market services or products that are competing with and/or provide similar functionality to the Licensed Software (wrapping is forbidden). Vaadin grants no rights other than those explicitly granted herein, and Customer shall not exceed the scope of its License as set forth herein and in the applicable Order.

4.3. Developer License

4.3.1. General Provisions

4.3.1.1. This Section 4.3 contains the terms and conditions of Vaadin’s developer License (“Developer License”), under which Vaadin licenses development components for use by a Developer.

4.3.1.2. Vaadin grants to Customer, based on full payment of the Subscription fee, a worldwide, royalty-free, non-exclusive, limited License to Use Licensed Software in Project(s). 

4.3.1.3. Customer must procure the right to Use Licensed Software for each individual Developer separately. For clarity, if the Project Result that includes the Licensed Software is further developed or modified or is used as a component or framework in a software development project or otherwise provides the functionality of the Licensed Software for use in a software development project, all Developers who Use Licensed Software in such context need to have a valid Developer License.

4.3.1.4. The list of Developers can be changed by Customer, but after an individual Developer has been designated by Customer, Customer may not reallocate the Developer License from the designated Developer to another Developer before sixty (60) days have passed from such designation.

4.3.2. Redistribution Right

4.3.2.1. Under the Developer License, Customer may be entitled to redistribute the Licensed Software as part of Customer’s Project Result, as set out in this Section 4.3.2. Such possible redistribution right is set out for each Licensed Software component separately and indicated in the Order.

4.3.2.2. The redistribution permitted under Section 4.3.2.1 above allows Customer to redistribute the Licensed Software in object code form only, and only as embedded in Customer’s Project Result for use by end users of the Project Result.

4.3.2.3. Customer may not distribute Licensed Software as a standalone product, or as a part of any product other than Customer’s Project Result, or in any form that allows any Licensed Software (or portion thereof) to be reused by any application other than Customer’s Project Result. Accordingly, Customer shall not use the Licensed Software to develop, test, support or market services or products that are competing with and/or provide similar functionality to the Licensed Software (wrapping is forbidden).

4.3.2.4. For the avoidance of doubt, Customer’s end users of the Project Result are not allowed to use the Licensed Software, or any portions thereof, for software development or application development purposes unless they first purchase a separate Developer License from Vaadin for each relevant end user. Customer or the Developer must not grant end users of the Project Result any right to further sublicense the Licensed Software or any portions thereof.

4.4. Runtime License

4.4.1. This Section 4.4 contains the terms and conditions of Vaadin’s runtime License (“Runtime License”), under which Vaadin provides access rights to Licensed Software embedded in an application.

4.4.2. In consideration of Customer’s payment of the fees for the Licensed Software Subscription as set out in the applicable Order, Vaadin grants to Customer a worldwide, non-exclusive, non-transferable, non-assignable, limited right, during the applicable Subscription term, to use, via its Authorized Users, the Licensed Software according to the Commercial Terms solely: (i) for Authorized Application(s) set forth in the relevant Order; (ii) in Customer's internal operations as set out below; and (iii) within the specific scope and limitations, and for the specific configuration(s), in each case, as specified in the applicable Order.

4.4.3. Customer may grant licenses, for free or based on a payment, to the Authorized Application(s) including Licensed Software, whether regarded as derivative works or not, as long as Customer has obtained from Vaadin a valid Runtime License for and on behalf of Customer’s own customers (that Use Licensed Software), or Customer clearly communicates that anyone Using Licensed Software needs to obtain a valid Runtime License from Vaadin prior to installation and use of the Authorized Application(s) including Licensed Software.

4.4.4. Customer is entitled to offer its Authorized Application(s) including Licensed Software to its end users as a cloud service, without such end users of the cloud service obtaining separate Runtime Licenses to the Licensed Software, required that this is done in accordance with these Commercial Terms and the scope and limitations set out in the applicable Order.

4.4.5. In case Customer wishes to use the Licensed Software in connection to a new Authorized Application or wishes to order Licenses to additional Licensed Software, the Parties shall agree thereupon in an Order.

4.5. Trial License

4.5.1. This Section 4.5 contains the terms and conditions of Vaadin’s trial License (“Trial License”), under which Vaadin may make certain software components available for free evaluation use by Customer. Further terms and conditions applicable to a particular Trial License may be set out in the Order or appear in connection with a trial registration form.

4.5.2. Vaadin grants to Customer a limited, non-exclusive License to Use Licensed Software solely in Customer’s internal operations for evaluation purposes. The Trial License may be subject to one or more usage limits.

4.5.3. Customer may not (a) circumvent any technical limitations included in the Licensed Software offered to Customer under a Trial License; (b) integrate the Licensed Software into Project Results or use it for any commercial, production or training purpose; or (c) transfer the Trial License to any third party, or redistribute the Licensed Software being subject to a Trial License.

4.5.4. Vaadin makes the Licensed Software available to Customer on a trial basis until the earlier of (a) the end of the trial period for which Customer registered; (b) the start date of any paid Subscription to such Licensed Software; or (c) termination of the trial by Vaadin in its discretion. The trial period is not automatically renewed, and Customer may not register for a new free trial with respect to a particular Licensed Software, before twelve (12) months have passed from the beginning of the previous trial period. Customer may request an extension to the trial period from Vaadin, and Vaadin may in its discretion decide to extend such trial period for Customer.

4.5.5. Any data that Customer enters into a Licensed Software, and any configurations or customizations made to a Licensed Software by or for Customer, during Customer’s free trial will be permanently lost unless Customer purchases a paid Subscription to the same Licensed Software as covered by the trial, or export such data, before the end of the trial period.

5. Updates, Upgrades, Maintenance and Support for Licensed Software, Support for Software Service

5.1. Vaadin may, at its sole discretion, during the Subscription term offer maintenance releases, updates and upgrades (new versions) to Licensed Software. Installed updates replace and/or supplement (and may disable) the version of the Licensed Software previously provided under the License. The updated Licensed Software remains subject to the terms of the License and to any special terms and conditions possibly accompanying such update.

5.2. Customer is not entitled to receive support for the Licensed Software, except as set out in the Order or other Agreement document. Vaadin may also otherwise at its sole discretion provide support for the Licensed Software during the Subscription term, either for free or for a fee.

6. Vaadin Tools Subscription

6.1. This Section 6 sets out the terms and conditions under which Vaadin provides the Software Service being part of the Vaadin Tools Subscription to Customer, as agreed in more detail in an Order or an Agreement.

6.2 Trial and Evaluation Use

6.2.1 Vaadin may at its discretion offer Customer a limited-time free trial to evaluate Vaadin Tools. The functionalities of the Software Service may be limited during the trial period. 

6.2.2 To all other extents, the terms and conditions set forth in these Commercial Terms and Agreement shall apply.

6.3 Free Educational and Open Source Project Use Right

6.3.1 A free Subscription for Vaadin Tools is available to verified students, teachers, and such developers that Vaadin considers as active contributors to Vaadin related open source projects. The functionalities of the Software Service may be limited in such free Subscription.

6.3.2 To all other extents, the terms and conditions set forth in these Commercial Terms and Agreement shall apply.

6.4. Access to Vaadin Tools for Businesses

6.4.1. For the Subscription term set out in the Order or Agreement, the designated Authorized User(s) is given access to the agreed Software Service, subject to due payment of all applicable fees. The Order or Agreement sets out the number of seats ordered by and available to Customer. Customer shall have a limited, non-exclusive, non-transferable, and non-sublicensable right to use the Software Service for Customer’s own internal business purposes.

6.4.2. Vaadin does not guarantee any specific service level or availability but strives to provide an uninterrupted Software Service as far as possible. Vaadin shall not be responsible for any damages or costs resulting from ordinary suspension of or interruptions in the Software Service.

6.4.3. Vaadin shall have the right to suspend delivery of the Software Service for scheduled maintenance breaks as informed by Vaadin from time to time. Vaadin shall have the right to suspend delivery of the Software Service due to (i) installation, change or maintenance work of general data network outside Vaadin’s control, (ii) changes in the related APIs (to the extent needed to adapt the Software Service to such API changes) or (iii) due to a severe data security risk related to the Software Service or if required by mandatory law or competent authorities.

6.4.4. Vaadin shall be entitled to make changes to the Software Service due to data security risk, due to technical improvements to the Software Service, or otherwise as seen fit by Vaadin in its sole discretion. Furthermore, Vaadin may decide to offer certain features of the Software Service as additional features against a separate fee or to discontinue the Software Service.

6.5. General Provisions

6.5.1. Vaadin does not guarantee the availability of the Software Service in any or all geographical areas.

6.5.2. Customer and Vaadin shall each be responsible for taking care of the data security with respect to their respective information systems. Neither Party shall be responsible for the data security or interruptions of any general data communication network, nor for any other factors outside of their control nor for any damage caused by such factors.

6.5.3. Customer shall not attempt to gain access to any parts of the Software Service to which Customer has not acquired access rights, nor will Customer attempt to modify, copy, decompile, adapt, or reverse engineer the Software Service or otherwise attempt to derive the source code of the Software Service or any computer software programs that the Software Service is based upon. Customer shall not store or install the Software Service on any Customer’s device.

6.6. Vaadin Copilot and Generative AI

6.6.1. Customer acknowledges that the Vaadin Copilot Software Service is powered by generative AI, which is provided to Vaadin by OpenAI, LLC (“OpenAI”). Customer can use the Software Service and the artificial intelligence included in the Software Service to create new assets like text and software code. Customer shall be responsible for ensuring that the Software Service fulfills Customer’s intended purpose. Vaadin specifically excludes any liabilities and warranty for a particular purpose.

6.6.2. Customer acknowledges that its Content (as defined below), will be shared with and processed by OpenAI to enable Customer’s use of the Software Service, for content moderation, and other business purposes consistent with the Agreement.

6.6.3 Customer commits to use the Software Service in accordance with OpenAI policies that can be accessed at https://openai.com/policies. Customer may not use the Software Service in a manner that violates such policies and accordingly Customer may not, e.g., use the Software Service for any illegal, harmful, or abusive activity in breach of OpenAI’s business terms or usage policies. Customer agrees to indemnify, defend, and hold Vaadin and its affiliates and licensors harmless against any liabilities, damages, and costs payable to OpenAI arising out of an OpenAI claim related to use of the Software Service by Customer in violation of the Agreement.

6.6.4. Software Service by Customer in violation of the Agreement.
The Software Service may not be used in or for the benefit of, or exported or re-exported to (a) any EU or U.S. embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. Customer’s Input (as defined below) may not include material or information that requires a government license for release or export.

6.6.5. Customer Content 

6.6.5.1. Customer may provide code, text, or other material to the Software Service (“Input”), and receive code, text, or other material generated and returned by the Software Service based on the Input (“Output”). Input and Output are collectively “Content”.

6.6.6. Customer Rights to Content

6.6.6.1. As between the Parties and to the extent permitted by applicable law, Customer owns all Input.

6.6.6.2. Customer retains all rights it may have to use and exploit its Output. Customer can use its Output for any lawful purpose, including commercial purposes such as sale or publication, if Customer complies with the Agreement. However, Customer acknowledges that Output may not be unique across users and that the Software Service may generate the same or similar Output for Customer or a third party. As the Output is machine generated and not unique, Customer may not claim exclusive ownership in it. Accordingly, Vaadin does not assign or license to Customer any right, title, or interest in or to Input or Output, and Customer’s use right with respect to Content does not restrict Vaadin’s rights to such information that Vaadin independently develops or receives from a third party.

6.6.6.3. VAADIN OFFERS NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, RELATED TO INTELLECTUAL PROPERTY OR OTHER RIGHTS IN OUTPUTS, AND CUSTOMER USES OUTPUTS AT ITS OWN RISK WITH REGARD TO ALL SUCH RIGHTS.

6.6.7. Nature, Accuracy, and Use of Content

6.6.7.1. Given the probabilistic nature of machine learning and generative AI, use of the Software Service may result in incorrect Output. Customer shall always evaluate the accuracy, quality, and suitability of any Output as appropriate for Customer use case, including by using human review of the Output. Customer shall expect software code included in Output to contain bugs.
6.6.7.2. Customer shall be responsible for any Input as well as the Output. Customer will ensure that its use of the Software Service, including Input and Output, complies with the Agreement and with applicable law.

6.6.7.3. CUSTOMER ACCEPTS ALL OUTPUTS ‘AS IS’, WITH NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED. SUPPLIER MAKES NO REPRESENTATION OR WARRANTY THAT THE OUTPUT IS ERROR-FREE OR THAT CONTENT OR DATA IS ACCURATE, COMPLETE OR RELIABLE.
6.6.7.4. Customer represents and warrants that it does not include any personal data in the Input. In addition, Customer shall ensure that its Input does not infringe third party intellectual property rights, include third-party confidential information, or violate any legislation in force at the time. In case of breach of the aforementioned, Customer will be responsible for, and will indemnify and hold Vaadin harmless from all claims, suits, proceedings, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) made against or incurred by Vaadin.

6.6.8. Vaadin Use of Content

6.6.8.1. Vaadin may use Content to provide and maintain the Software Service, comply with applicable law, and enforce its policies.

6.6.8.2. Vaadin does not use Content to train the artificial intelligence included in the Software Service. Furthermore, Vaadin shall not publicize or distribute Content. The preceding sentence does not, however, restrict Vaadin’s rights to information from independent sources that also appears in Outputs.

6.6.8.3. By adjusting settings in the Customer account, Customer may choose to disable or enable feedback (automatic or otherwise) within the Service (“Feedback”). In case Customer disables Feedback, Vaadin does not access Customer’s Content (in some cases this may limit the ability of the Service to better address Customer’s specific use case). In case Customer enables Feedback and such Feedback is given to Vaadin (for example in relation to automatic output quality evaluation, or when Customer presses thumbs up or thumbs down buttons), Vaadin may review Customer’s Content for the purposes of providing the Software Service to the Customer and analyzing the use of the Software Service. Furthermore, Vaadin may use and store given Feedback for statistical purposes and for developing the Software Service. No Feedback will be retained by Vaadin longer than 30 days.

6.6.8.4. Vaadin may take back-up copies of Content for the purpose of providing the Software Service. Vaadin shall not, however, be responsible for any loss of data. When using the Software Service Customer shall be solely responsible for saving Content in its own systems, as deemed necessary by Customer, and for taking any back-up copies of Content that it may need.

7. Other Subscription-based Services, Tools, and Features

7.1. This Section 7 sets out the terms under which Customer may purchase certain Subscription-based tools, features and other Services from Vaadin. Any tool, feature or other Service to be delivered by Vaadin to Customer shall be set out and agreed upon in an Order or other Agreement. Sections 7.2–7.11 below apply with respect to Customer only to such extent that Customer has explicitly agreed upon the delivery of such tools, features or other Services by Vaadin to Customer.

7.2. Training Courses

7.2.1 Customer is offered access to Vaadin’s recorded and/or live, instructor led online training courses during the term of the Subscription.

7.2.2. Customer Users can enroll to live training courses subject to availability of seats. Once Vaadin has processed the Customer User’s enrollment, Vaadin will send such Customer User a confirmation email.

7.2.3. Vaadin exclusively owns and retains all title, Intellectual Property Rights, and any other rights in and to Vaadin Materials used in connection with training courses. Customer agrees not to copy or distribute Vaadin’s copyrighted material without Vaadin’s prior written consent and not to use recording equipment in Vaadin’s classes without Vaadin’s prior written consent.

7.3. Vaadin Commercial Tools

7.3.1. Customer is given access to existing and upcoming versions of Vaadin’s commercial components and tools as defined in an Order or other Agreement document. Vaadin grants Customer a license to use the commercial Vaadin tools and components for the duration of the Subscription in accordance with the applicable license terms set for each tool and component. Unless otherwise set out in the applicable license terms set for each tool or component, Customer’s right of use shall expire without a separate notice when the Subscription is terminated or expires.

7.4. Expert Chat

7.4.1. Customer is offered access to a chat service, where Vaadin’s expert team helps Customer by answering technical questions. This Service allows Customer to get advice regarding any issues related to Supported Software through a chat service during the Support Hours. Only advice is provided as part of this Service. For example, implementation of software, UX design, hands-on sessions through screen sharing or corresponding, or training services are not provided as part of this Service.

7.5. Expert on Demand

7.5.1. Customer is provided with an on-demand software development and advisory Service, where Vaadin’s expert team helps Customer with Vaadin’s applications. This Service is provided as ticket-based Consulting in accordance with this Section 7.5 and Section 8.1 below.

7.5.2. This Service may include a number of hours that are added into the time balance in the beginning of the Subscription term or on a monthly basis or that are purchased separately. Customer may submit service requests to the Service. The time used for resolving the service requests is deducted from Customer’s time balance. The Subscription has a credit limit that allows resolution of service requests in case the time balance is zero (0) or negative, up to the credit limit. The negative time balance will be invoiced monthly. At the end of the Subscription term any unused positive balance is lost. When the Subscription is terminated, any remaining time balance is lost.

7.5.3. During the Support Hours, the resolution of a support request will be started within two (2) business days. If Vaadin fails to start the resolution as agreed, Customer will be compensated with one (1) free Expert on Demand hour that is added to the time balance.

7.5.4. If the estimated work effort for resolving a service request totals to more than four (4) hours, a confirmation is requested from Customer before starting the work. If the estimated work effort is inadequate for completing the work, Vaadin is not obligated to continue working and will stop working on the service request when the estimated number of hours is reached, if Customer does not authorize the continuation of the service request at their expense.

7.6. Bug Fix Priority

7.6.2. During the Support Hours, the resolution of a support request will be started within two (2) business days. If Vaadin fails to start the resolution as agreed, Customer will be compensated with one (1) free Expert on Demand hour that is added to the time balance.    

7.7. Vaadin Mentor

7.7.1. This Service is provided as Consulting in accordance with Section 8.1 below.

7.8. Indemnification

7.8.1. Vaadin shall indemnify, defend and hold harmless Customer from and against any and all third-party claims and/or liabilities, including attorneys’ fees and costs, arising directly out of the use of Vaadin products by Customer in compliance with the Agreement. The aforesaid claims include claims of misappropriation, infringement, and invalid licensing of copyrighted work. If any action or proceeding is brought against Customer by reason of any of the foregoing matters, Vaadin shall upon written notice in English defend the same at Vaadin’s expense and Customer shall cooperate with Vaadin in such defense. If in the reasonable opinion of Vaadin a Vaadin product infringes third-party Intellectual Property Rights or if such infringement has been confirmed in a trial, Vaadin shall and may at its own expense and discretion either (a) obtain the right to continue use of the Vaadin product for Customer; (b) replace the Vaadin product with a product or service that complies with the Agreement and corresponds to the Vaadin product; or (c) modify the Vaadin product in order to eliminate the infringement in such a manner that the modified Vaadin product with the Agreement. If none of the above-mentioned alternatives is available to Vaadin on reasonable terms, Customer shall, at the request of the supplier, stop using the Vaadin product and return it, and Vaadin shall refund the price paid by Customer for the deliverable less the proportion of the price corresponding to the actual time of use. Vaadin shall not, however, be liable if the claim (a) is due to willful misconduct or gross negligence by Customer, (b) is asserted by a group company of Customer, (c) results from alteration of the Vaadin product by Customer or from compliance with Customer’s written instructions; (d) results from use of the Vaadin product in combination with any product or service not supplied by Vaadin; or (e) could have been avoided by the use of a released product or service that complies with the Agreement and corresponds with the deliverables and which product or service is offered for use to Customer by Vaadin without separate charge. The aforesaid indemnity obligation of Vaadin shall, however, always be limited to an amount equal to three times the yearly Subscription fee, and Vaadin’s liability for indemnified claims shall be limited to this Section 6.8.

7.9. Extended Commercial Maintenance for Vaadin

7.9.1. The Extended Commercial Maintenance for Vaadin Service extends the coverage of the Expert Chat Service (Section 7.4) and the Bug Fix Priority service (Section 7.6) thus that the latest minor versions of Vaadin Framework versions 7 and 8 and related Vaadin components, Vaadin Tools, Vaadin Pro Add-ons and stable status add-ons released by Vaadin are covered for the duration of the Subscription term.

7.9.2. The Extended Commercial Maintenance for Vaadin Service extends the coverage of the Expert Chat Service (Section 7.4) and the Bug Fix Priority service (Section 7.6) thus that the latest minor versions of Vaadin platform versions 10, 14, and 23+ are covered for the duration of the Subscription term.

7.9.3. Any and all changes to the software covered by Extended Commercial Maintenance may be published under a commercial or non-commercial License and will be made available exclusively to Customers that have subscribed to the Extended Commercial Maintenance for Vaadin Service.

7.9.4. The scope of the Extended Commercial Maintenance for Vaadin Service is described in more detail in the Order or other Agreement document.

7.10. Custom Builds

7.10.1. This Service allows Customer to request specific bugs fixes or features to be backported to a non-supported version of Vaadin Framework or Vaadin Platform and released as a Customer specific build under a commercial Runtime License (Section 7.4) (“Custom Build”). Features will be backported under the Expert on Demand Service (Section 7.5) and charged separately. Vaadin maintains the Custom Build for the duration of the Subscription. The license to use the Custom Build is valid for the duration of the Subscription and ends when the Subscription terminates.

7.10.2. During the Support Hours, the resolution of a support request will be started within two (2) business days. If Vaadin fails to start the resolution as agreed, Customer will be compensated with one (1) free Expert on Demand hour that is added to the time balance.

7.10.3. Vaadin will build a new version of the Custom Build on demand basis, however, at most once a month.

7.11. Technical Success Manager

7.11.1. Technical Success Manager (“TSM”) is a technical expert allocated to help Customer to use Vaadin’s products and services in a productive manner. TSM's areas of expertise include, but are not limited to, answering technical questions, disseminating best practices, and coordinating work between Customer and Vaadin.

7.11.2. Customer may request regular meetings with the TSM with a maximum monthly total of four (4) hours of active meeting time. Preparation and coordination time related to the meetings is not included in the above mentioned monthly total.

7.11.3. Software programming and project management are not included in the scope of this TSM service referred to in this Section 7.11. Programming and project management services are provided under Expert on Demand and Consulting services.

7.12. Commercial Maintenance for Vaadin

7.12.1. The Commercial Maintenance for Vaadin Service extends the coverage of the Expert Chat Service (Section 7.4) and the Bug Fix Priority service (Section 7.6) thus that the latest minor versions of all major versions of Vaadin platform starting from the version 23 are covered for the duration of the Subscription term or until the end of the Commercial Maintenance period described on vaadin.com website, whichever is earlier.

7.12.2. Any and all changes to the software covered by Commercial Maintenance may be published under a commercial or non-commercial License and will be made available exclusively to Customers that have subscribed to the Commercial Maintenance for Vaadin Service.

7.12.3. The scope of the Commercial Maintenance for Vaadin Service is described in more detail in the Order or other Agreement document.

8. Consulting

8.1. Delivery of Consulting

8.1.1. The Parties may agree upon the delivery of Consulting in an Order, SOW, or other Agreement document. Unless otherwise agreed by the Parties, Consulting is delivered by Vaadin to Customer on a time-and-material basis. The standard working methods and practices of Vaadin shall be followed.

8.1.2. Vaadin warrants that the Consulting will be performed in the agreed manner, with due care and with the professional skills required for the task. This warranty shall be valid for thirty (30) days from the performance of Consulting. If during such a time period, Customer reasonably determines that the Consulting has not been performed in accordance with the aforesaid, Customer shall promptly notify Vaadin. If Vaadin determines that the Consulting was defective, then Vaadin will take prompt remedial action to re-perform any Consulting that fails to meet the limited warranty at its own cost and expense or refund to Customer the fees paid for the non-conforming Consulting. THE FOREGOING STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND VAADIN’S ENTIRE LIABILITY FOR ANY BREACH OF THE FOREGOING WARRANTY REGARDING CONSULTING.

8.1.3. If either Party finds that a delay will occur or is likely, the Party shall without delay inform the other Party in writing of the delay and of the effects of the delay on the delivery time schedule.

8.1.4. Unless otherwise agreed, any indicated delivery times of Vaadin are approximate. Vaadin’s sole responsibility for delays is to use reasonable commercial efforts to meet the specified time of delivery.

8.2. Qualification and Replacement of Personnel

8.2.1. Customer shall have a right to review and approve the qualifications of any Vaadin personnel assigned to perform the Consulting described in an Order or a SOW, and Customer may require Vaadin to remove and/or replace any of such personnel at any point of time. If Customer has selected named personnel to perform the Consulting, such personnel shall be named in an Order or a SOW.

8.3. Non-solicitation

8.3.1. During the Term of an Agreement concerning Consulting and for a period of one (1) year after termination of the Agreement concerning Consulting, both Parties hereby agree that they shall not, directly or indirectly, solicit, discuss employment or consultancy with, or hire any employee or consultant of the other Party, including all affiliates, related and group companies and subcontractors. If either Party breaches this Section, the breaching Party shall, on demand, pay to the other Party 200 000 euros according to the payment terms set forth in this Agreement. This amount represents an agreement between the Parties approximating the significant damage likely to result from breach of this Section and is not to be interpreted as a penalty or punishment therefor.

8.4. Sponsored Development

8.4.1. The Parties may agree upon the delivery of Sponsored Development in an Agreement. This Service is provided as Consulting in accordance with this Section 8. Intellectual Property Rights to Sponsored Development results are regulated by Section 12 below.

8.5. Change Control

8.5.1. All changes to any SOW incorporated into the Agreement, including changes to the specifications and contents of the delivery and the possible effects of the changes to the time schedule, as well as any changes to the price and other terms and conditions of the SOW and of the Agreement shall be agreed in writing to be valid.

9. Modifying Subscription or Service

9.1. Vaadin may change its Subscriptions and/or Services by adding, modifying or removing any features or functionalities. Vaadin may also stop providing parts of, or the whole of, the Subscription or a Service. Vaadin may also create new operating guidelines or limitations to the Subscription or a Service. Vaadin will notify Customer of significant changes in advance. If the change significantly diminishes or impairs the Subscription or Service, Customer may terminate the Subscription or Service and any pre-paid fees will be refunded in proportion to non-rendered Services or for the remaining Subscription term. Vaadin, however, endeavors not to apply such changes that significantly diminishes or impairs the Service for Customer during the ongoing Subscription term or the ongoing term of a SOW.

10. General Responsibilities of Customer

10.1. Customer shall pay the applicable Subscription and Service fees in a timely manner. 

10.2. Customer shall provide Vaadin free of charge with all permissions, instructions, information, documentation, access rights, resources and assistance that are reasonably necessary for Vaadin to deliver the Subscriptions and Services. Customer will adhere to the agreed processes and ways of working (e.g., online tools and communication systems) and product documentation as applicable. Customer maintains for its part and at its own cost the data communication connections, equipment, ICT environment, software and periodically renewable local Licence documents that are necessary for the use of Subscriptions and Services, as reasonably informed by Vaadin from time to time.

10.3. Customer is responsible for the correctness, completeness, suitability and non-infringement of any material and information provided and instructions issued to Vaadin as well as for the compliance thereof with the laws, regulations and orders of the authorities. Customer shall ensure that the information and material and agreed use of the Services, Licensed Software, Vaadin Commercial Materials or Vaadin Non-Commercial Materials do not violate any export control restrictions or international trade sanctions. Customer shall ensure that such Services and Materials are used in accordance with applicable law and under relevant consents.

11. Fees, Invoicing and Payment Terms

11.1. Subscriptions

11.1.1. The applicable Subscription fee is detailed in the Order or other Agreement document.

11.1.2. The agreed Subscription fee shall apply for the agreed Subscription term. Vaadin shall be entitled to adjust the Subscription fee at any time. The adjusted new Subscription fee shall apply with respect to Customer from the beginning of the next Subscription term, provided that the Subscription is renewed.

11.2. Consulting

11.2.1. All cost and effort estimates given by Vaadin to Customer are indicative by nature and do not affect the calculation of the fees. If not otherwise specified in the Agreement, the Services are provided on time-and-material basis. The fee is determined by multiplying the hourly rates set forth in the Agreement by the hours that Vaadin has worked on the Services.

11.2.2. The applicable prices and hourly rates are detailed in the Agreement and/or its appendices. If a price for a Service has not been agreed, the price in Vaadin’s price list effective on the order date shall apply.

11.2.3. Vaadin shall be entitled to adjust its prices with thirty (30) days’ notice to Customer.

11.2.4. Vaadin shall, if pre-approved by Customer, be entitled to charge for customary and reasonable travel and accommodation costs as well as other travel costs relating to Services. Travel time shall be charged as 50% of the agreed hourly rates.

11.3. Invoicing and Payment Terms

11.3.1. Vaadin invoices Subscriptions in advance upon order or thirty (30) days before renewal. Time-and-material based Services are invoiced for monthly in arrears.

11.3.2. Value added tax, sales tax and any other similar taxes, charges and withholdings are added to the fees in accordance with the then current regulations.

12. Intellectual Property Rights

12.1. Vaadin Materials

12.1.1. All Intellectual Property Rights, title and any other rights in and to Vaadin Materials are and shall at all times remain the sole and exclusive property of Vaadin and its third-party licensors, if any. Such Vaadin Materials include, e.g., Licensed Software, Vaadin Commercial Materials, Vaadin Non-Commercial Materials, and Vaadin’s Pre-Existing Materials.

12.1.2. Customer’s right to use Licensed Software, other Vaadin Commercial Materials, and/or Vaadin Non-Commercial Materials is subject to Customer separately obtaining a license to such Materials and Customer complying with such license terms and conditions. Customer may use Vaadin’s Materials only for the purpose set out in the Agreement.

12.1.3. Customer will not at any time do or cause to be done any such act or thing which in any way impairs, or intends to impair, any right, title, interest or any Intellectual Property Right of Vaadin or its third-party licensors. Customer shall not in any manner represent that it has any ownership of any kind in any of the above-mentioned Intellectual Property Rights.

12.1.4. Customer’s License to Use Licensed Software is set out under Section 4 above. Customer’s right to use Software Services is set out under Section 6 above. Section 7 contains license terms relating to certain tools, features and other Services from Vaadin.

12.2. Software Services

12.2.1. Vaadin and its licensors retain all ownership in and to the Software Service, including but not limited to all algorithms or models and aggregated results of developing the Service and the underlying AI technology, as well as any amendments, modifications, or additions thereto.

12.2.2. In the production of the Software Service for Customer, Vaadin may utilize standard software products that are licensed by Vaadin from a third party, and which may be made available to Customer through the Software Service. The ownership and IPR of such third-party products shall always remain the sole property of the relevant third party and they may be provided on special terms and conditions and/or with deviations from the Software Service in general (as set out in the Agreement). In addition, Vaadin may utilize open-source software and other third-party software components for the purpose of producing and providing the Software Service. Vaadin shall ensure that it has the right to use such third-party software components and to provide Customer with the Software Service on the terms and conditions set out in the Agreement.

12.3. Customer Work Products

12.3.1. Unless otherwise agreed between the parties with respect to Vaadin’s Pre-Existing Materials, Vaadin grants to Customer a perpetual, worldwide, non-exclusive, royalty-free, irrevocable, transferable license to use, make, reproduce, prepare derivative works of, publicly display and perform, transmit, sell, offer to sell, and distribute Vaadin’s Pre-Existing Materials or any derivative works of Vaadin’s Pre-Existing Materials that are used in the creation of agreed Customer Work Products as part of Consulting and are an inseparable part of the Customer Work Products. This license is limited to Vaadin’s Pre-Existing Materials only, as described above, and does not grant any rights to any Licensed Software, other Vaadin Commercial Materials, or Vaadin Non-Commercial Materials.

12.4. Customer Materials

12.4.1. Customer exclusively owns and retains all title, Intellectual Property Rights, and any other rights in and to Customer’s Pre-Existing Materials. Vaadin has the right to use Customer’s Pre-Existing Materials only for the purposes of the Agreement.

12.4.2. Customer exclusively owns and retains all rights to the Customer Work Products. Vaadin has the right to use the Customer Work Products only for the purposes of the Agreement. For the avoidance of doubt, the Customer Work Products never includes Licensed Software, other Vaadin Commercial Materials, or Vaadin Non-Commercial Materials.

12.5. Sponsored Development Results

12.5.1. Vaadin exclusively owns and retains all title, Intellectual Property Rights and any other rights in and to any results from Sponsored Development (“Sponsored Development Results”). Vaadin grants to Customer a perpetual, worldwide, non-exclusive, royalty-free, irrevocable, transferable license to use, make, reproduce, prepare derivative works of, publicly display and perform, transmit, sell, offer to sell, and distribute Sponsored Development Results or any derivative works of Sponsored Development Results.

12.6. Contributions to Vaadin Materials

12.6.1. Customer irrevocably and perpetually assigns to Vaadin all of Customer’s right, title and interest in and to any contribution related to Licensed Software, other Vaadin Commercial Materials, Vaadin Non-Commercial Materials, or Vaadin’s Pre-Existing Rights, including without limitation software artefacts, modifications, bug fixes, bug reports, performance reports, documentation changes and other enhancements created during the performance of the Agreement, including without limitation all proprietary rights and Intellectual Property Rights recognized anywhere in the world, now or in the future, associated with Customer’s contribution related to said Vaadin Materials. Customer represents and warrants that it has the legal right to grant these rights to Vaadin.

12.7. Content in Expert on Demand and Expert Chat 

12.7.1. As regards content submitted to the expert on demand or expert chat Services, Customer grants Vaadin a worldwide, fully paid-up limited license to use and utilize such content for the purposes of improving and operating Vaadin’s Services. This license continues even if the Subscription ends and Customer stops using Vaadin’s Services. Customer represents and warrants that it has the legal right to grant these rights to Vaadin.

12.7.2. Vaadin grants Customer a worldwide, royalty-free, irrevocable, non-exclusive license to duplicate, modify, distribute, sell, re-license and reuse the answers and advice to the requests that Customer has sent to the expert on demand or expert chat Services. This license does not give Customer any rights to any Intellectual Property Rights that are not created as part of the service request resolution process, including without limitation Licensed Software, other Vaadin Commercial Materials, Vaadin Non-Commercial Materials, Vaadin’s Pre-Existing Materials, or other software, products or documentation.

12.8. Third-Party Components

12.8.1. All Intellectual Property Rights to third-party components are owned by third parties and exclusively governed by the terms issued by the respective third-party vendors. To the extent the use of third-party components has not been agreed upon in the Agreement, Vaadin will ask for Customer’s written permission for using any third-party components in connection with providing the Services. Customer agrees to procure all such licenses for third-party components necessary for the provision of the Services.

12.9. Vaadin Trademarks

12.10. Suspected Violations of Intellectual Property Rights

13. Customer Data

13.1. Customer acknowledges that it is solely responsible for protecting and preserving any and all information and data present on its computer systems or which may be otherwise affected by the performance of the Licensed Software and/or Services. Vaadin shall not be responsible for the loss of or damage to any such information, including where such loss or damage results from failure of Customer to properly back-up its data prior to the performance of the Licensed Software and/or Services. Customer shall be responsible for taking back-up copies of its data and data files and for verifying the functionality of such back-up copies.

14. Processing of Personal Data

14.1. The Privacy Policy describes in detail how Vaadin as a controller processes personal data on its customers and community members.

14.2. If Vaadin processes personal data on behalf of Customer, the Parties shall enter into a separate data processing agreement.

15. Confidentiality

15.1. Both Vaadin and Customer agree that the Agreement and all information and Materials related to the Agreement constitutes “Confidential Information”. Confidential Information further includes information either marked as confidential or information reasonably known or understood by the receiving Party as being treated by the disclosing party as confidential. Confidential Information shall not include information: (i) that is now or becomes generally available to the public through no fault or breach of the receiving Party; (ii) that the receiving Party can document was already known to it prior to disclosure by the disclosing Party; (iii) that is independently developed by the receiving Party without the use of any of the other Party’s Confidential Information; and (iv) that the receiving Party rightfully obtains from a third party who has the right to transfer or disclose it.

15.2. Each Party agrees to keep the other Party’s Confidential Information confidential, not to use such information except as authorized by the disclosing Party, and to accord to such information the same safeguards and protections which it accords to its own confidential business or technical information. If the receiving Party is subpoenaed or ordered by any court or governmental agency to disclose the other Party's Confidential Information, it will provide prompt written notice to the other Party so as to allow such Party to seek a protective order or confidential treatment for such information.

15.3. Both Parties may disclose Confidential Information to their personnel that have a need to know such Confidential Information for performing the duties required by the Agreement with the provision that such personnel is bound by confidentiality obligations corresponding to those included in this Section 15.

16. Use of Name

17. Subcontractors

18. Employees

19. Competition

20. Auditing Rights

21. Term and Termination

21.1. Subscriptions

21.1.1. A Subscription is purchased for a Subscription term chosen at the time of purchase.

21.1.2. Customer's right of use starts at the beginning of the Subscription term and remains in force until the end of the Subscription term. The start date of the Subscription term may be set out in the Order or other Agreement document. If no Subscription start date is specified, the start date shall be the date when Vaadin provides Customer with access to subscribed product or service.

21.1.3. At the end of the Subscription term, the Subscription is automatically renewed for the period length corresponding to the length of the original Subscription term. Customer will be charged with the same payment method as with the most recent Subscription. Customer can terminate any Subscription within the vaadin.com service or by contacting Customer’s contact person at Vaadin at any time. If a right of use is given without a fee, such right of use is valid for the time defined by Vaadin.

21.1.4. Details regarding Subscriptions for Licensed Software

21.1.5. Upon expiration or termination of a License (in connection with the expiration of a Subscription term or a premature termination of the Agreement), Customer’s and its Authorized Users’ right to Use Licensed Software shall end. Except as set out in Section 21.1.6 below, Customer shall promptly cease use of the Licensed Software and destroy all copies of the Licensed Software in its possession.

21.1.6. With respect to Developer Licenses, Customer may also after the Subscription term continue permitted redistribution of the Licensed Software as part of Customer’s Project Result, providing that the Licensed Software is not further developed or modified or used as a component or framework in a software development project or used in another way that would require a valid Developer License. In case the Agreement is terminated due to Customer’s breach of the Agreement, Vaadin shall, however, be entitled to terminate Customer’s possible right of redistribution. Any licenses Customer has granted to the Project Result in accordance with the terms and conditions of these Commercial Terms will, however, survive termination of the Agreement.

21.1.7. With respect to Runtime Licenses, Customer’s and its sub-licensees’ (i.e., possible permitted customers of Customer’s Authorized Application(s)) right to Use Licensed Software ends on the day that the Subscription expires or is terminated.

21.2. Consulting

21.2.1. An Agreement on Consulting shall commence as of the Effective Date and remain in effect until further notice or for any fixed term agreed by the Parties (“Consulting Term”). During the Consulting Term, each SOW shall remain in effect until the Services have been delivered to Customer or as otherwise agreed by the Parties in the SOW. The termination of a SOW shall not cause the termination of any other SOW.

21.2.2. Either Party may terminate any SOW during the Consulting Term for any reason or no reason by giving thirty (30) days’ written notice to the other Party.

21.3. General Provisions

21.3.1. Vaadin may stop providing its Subscriptions or Services, or terminate the Agreement upon written notice of termination to Customer, if Customer has not paid a due and correct payment despite a written reminder, or Customer otherwise breaches any obligation under the Agreement, becomes insolvent or ceases doing business in the ordinary course. Vaadin may also stop providing Subscriptions or Services to Customer if Vaadin is investigating suspected misuse. If Customer’s breach is capable of being remedied, the Agreement may be terminated only if Customer has not rectified its breach within seven (7) days from the written notice of Vaadin.

21.3.2. If Customer terminates the Agreement, no pre-paid Subscription or Service fees will be returned. If Vaadin terminates the Agreement prematurely, excluding termination due to Customer’s breach of any obligations under the Agreement, pre-paid Service fees will be refunded in proportion to non-rendered Services. All accrued Service fees shall be invoiced and paid upon termination of the Agreement within 45 days.

22. Survival

22.1. Any sections of the Agreement containing provisions on Intellectual Property Rights, licensing restrictions, confidentiality, use of name, non-solicitation, warranties and warranty disclaimers, limitations of liability, audits rights, governing law and jurisdiction, and any term of the Agreement which, by its nature, is intended to survive termination or expiration, will remain in effect following any termination or expiration if the Agreement, as will Customer’s obligation to pay any fees accrued and owing to Vaadin as of termination or expiration.

23. Warranties

24. Limitation of Liability

24.1. VAADIN AND ITS AFFILIATES AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF BUSINESS OPPORTUNITIES AND LOSS OF GOODWILL, OR FOR DAMAGES CAUSED TO THIRD PARTIES OR BY THE PURCHASE OF REPLACEMENT PRODUCTS OR SERVICES, HOWSOEVER CAUSED, EVEN IF THEY HAVE BEEN ADVISED OF OR SHOULD HAVE FORESEEN SUCH DAMAGES.

24.2. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF A PARTY TOWARDS THE OTHER PARTY IN RELATION TO THE AGREEMENT IS LIMITED TO A MAXIMUM OF 50 % OF THE PRICE PAYABLE FOR THE AGREED SUBSCRIPTION, PRODUCT OR SERVICE DIRECTLY RELATED TO THE CAUSE OF ACTION ASSERTED UNDER THE RELEVANT AGREEMENT. IN CASE OF SUBSCRIPTIONS, THE AFOREMENTIONED 50 % LIMIT IS CALCULATED BASED ON THE SUBSCRIPTION FEE FOR THE MOST RECENT SUBSCRIPTION TERM. IN CASE OF CONSULTING CARRIED OUT OUTSIDE A SUBSCRIPTION, THE AFOREMENTIONED 50 % LIMIT IS CALCULATED BASED ON THE TOTAL VALUE OF THE CONSULTING UNDER THE RELEVANT SOW.

24.3. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION OR LEGAL THEORY PLED OR ASSERTED, INCLUDING NEGLIGENCE, TORT, BREACH OF CONTRACT AND WARRANTY.

24.4. NOTWITHSTANDING ANYTHING STATED IN THESE BUSINESS TERMS, EVALUATION, TRIAL, EDUCATIONAL AND OTHER FREE LICENSES ARE DELIVERED ON “AS IS” BASIS AND VAADIN SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES WHATSOEVER RESULTING FROM THE USE OF SUCH.

25. Statute of Limitation

25.1. The Parties agree that any action in relation to an alleged breach of the Agreement shall be commenced within one (1) year of the date of the breach, without regard to the date the breach is discovered. Any action not brought within that one (1) year time period shall be barred, without regard to any other limitations period set forth by law or statute.

26. Complaints

26.1. If at any time a Customer User would like to discuss with Vaadin how the Subscriptions or Services can be improved or if a Customer User has a complaint about the Subscriptions or Services, such Customer User is invited to contact the Vaadin contact person identified in the Agreement. Vaadin will investigate any complaints promptly and do what it can to resolve the difficulties.

27. Governing Law and Jurisdiction

27.1. For customers domiciled in the United States

27.2. For customers domiciled outside the United States

27.3. Waiver of Jury Trial

27.4. Class Action Waiver

28. Miscellaneous

28.1. Force Majeure

28.1.1. Except for the obligation to pay sums due hereunder, neither Party shall be responsible for defaults, delays or failures in performance of the Agreement (including, without limitation, war or insurrection, earthquake, flood or other similar natural catastrophe, pandemics, interruptions in general traffic, data communication or supply of electricity, technical malfunctions, denial-of-service attacks, computer errors, corruption or loss of information, import or export embargo, strike, lockout, boycott or other similar industrial action) resulting from acts, events, circumstances or causes beyond its control, including also a force majeure encountered by a subcontractor of a Party.

28.2. Entire Agreement and Order of Precedence

28.2.1. The Agreement, including within limitation the Order or SOW, these Commercial Terms and any other appendices, comprise the entire agreement between Customer and Vaadin and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter of the Agreement.

28.2.2. In case of discrepancies between the documents constituting part of the Agreement, the following order of precedence shall apply: (i) the Order, SOW or other mutually signed Agreement document, (ii) these Commercial Terms, (iii) other appendices of the Agreement (the appendices are applied as mutually supplementary).

28.3. Notices

28.3.1 Notices and communications shall be in writing and deemed served when received by hand delivery, certified mail (return receipt requested), by recognized overnight courier or by e-mail that is replied to by a contact person of the other Party.

28.4. No Waiver

28.5. Headings

28.5.1. The headings in these Commercial Terms are for the convenience of the Parties only and are not intended to define or limit the scope or interpretation of the Commercial Terms or any provision hereof.

28.6. Severability

28.6.1. If any provision of the Agreement shall be held invalid, illegal or unenforceable, the remaining provisions shall not be affected or impaired.

28.7. Export Control

28.7.1. The Licensed Software and Vaadin Commercial Materials may be subject to import and export controls in other countries. Customer agrees to strictly comply with all applicable import and export regulations and acknowledge that Customer has the responsibility to obtain licenses to export, re-export, transfer or import Licensed Software or Vaadin Commercial Materials. 

28.8. Assignment

28.8.1. Neither Party shall have the right to assign the Agreement to a third party without the prior written consent of the other Party. However, Vaadin shall have the right to assign the Agreement and the rights and obligations contained therein to a company belonging to the same group of companies as Vaadin, and to a third party to which the business of Vaadin is transferred. Furthermore, Vaadin may assign its rights to amounts payable to it under the Agreement.

28.9. Language

28.9.1. The official text of the Agreement, any notices given, or accounts or statements required hereby shall be in English.

28.10. Changes to these Commercial Terms