Redakt End User License Agreement

Effective as of September 12, 2022.

IMPORTANT! READ CAREFULLY: THIS IS A LEGAL AGREEMENT. BY DOWNLOADING, INSTALLING, COPYING, SAVING ON YOUR COMPUTER, OR OTHERWISE USING REDAKT SOFTWARE, SERVICES OR PRODUCTS, LICENSEE IS BECOMING A PARTY TO THIS AGREEMENT AND LICENSEE IS CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET FORTH BELOW.

1.1. "Affiliate" means any entity that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control of such party; ‘control’ for such purposes means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise.

1.2. “Applicable Laws” means national, federal, state, and local laws, rules, and regulations including, without limitation, those laws and regulations relating to data privacy and security in each applicable jurisdiction.

1.3. “Authorized Reseller” means a third party who is not our Affiliate and who is authorized by us or our Affiliate to resell the Product.

1.4. “Authorized User” means you, your employee or a third-party consultant or agent that you authorize to use the Product for your benefit in accordance with section 1.2.3 (Third Party Use).

1.5. “CMS User” means an individual user within your company who has been assigned a unique username and password that authorizes such individual to access and use the administrative/content management capabilities of the Product. Each CMS User is deemed to be an “Authorized User” as that term is defined in section 1.4.

1.6. “Developer User” means one of your employees or third-party consultants who: (a) subject to the same conditions and limitations applicable to you herein, is authorized by you to develop, host, or manage a website or Intranet Application specifically for your benefit using Redakt CMS in accordance with this EULA; and (b) you, to the extent permitted by applicable law, hereby agree to assume all liability and responsibility for hereunder. Each Developer User is deemed to be an “Authorized User” as that term is defined in section 1.4.

1.7. “Development Purpose” means use or deployment of Redakt CMS solely for access by Developer Users and solely for development, quality assurance, and staging purposes prior to the use or deployment of Redakt CMS for a Production Purpose.

1.8. “Documentation” means any technical instructions or materials describing the operation of the Product made available to you (electronically or otherwise) by us for use with the Product, expressly excluding any user blogs, reviews or forums.

1.9. “Hosted Services” means computer software program(s), content and related services provided by us on a software-as-a-service basis through computers we or our Affiliates or our respective contractors (including cloud infrastructure suppliers) control.

1.10. “Intellectual Property Rights” means any and all current and future (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) registrations, applications, renewals, extensions, or reissues of any of (a) to (e) , in each case, in any jurisdiction throughout the world.

1.11. “Intranet Applications” means those internal websites and applications that can be accessed only by your: employees, Affiliates’ employees, or onsite contractors.

1.12. “License” means a license to use the Product in accordance with the terms and conditions of this EULA.

1.13. “Order” means a written or electronic order document entered into between you and us (or our Affiliate or an Authorized Reseller) for the Product. Unless an Order says something different, each Order will be governed by the terms of this EULA and include the name of the Product being licensed and any usage limitations, applicable fees, and any other details related to the transaction.

1.14. “Our Technology” means any software, code, tools, libraries, scripts, application programming interfaces, templates, algorithms, data science recipes (including any source code for data science recipes and any modifications to such source code), data science workflows, user interfaces, links, proprietary methods and systems, know-how, trade secrets, techniques, designs, inventions, and other tangible or intangible technical material, information and works of authorship underlying or otherwise used to make available the Product, including, without limitation, all Intellectual Property Rights therein and thereto.

1.15. “Permitted Third Party” has the meaning given in section 1.2.3 (Third Party Use).

1.16. “Product” means Redakt computer software program(s) provided to you to download, install and use on computer(s) controlled directly or indirectly by you, including cloud infrastructure services under your control, identified in an Order, and any Updates.

1.17. “Production Domain” means a domain name used for a Production Purpose.

1.18. “Production Purpose” means use or deployment of the Product for publishing and/or administering a website or other application accessible by and/or visible to your Site Visitors.

1.19. “Production Server” means a Server on which Redakt CMS is used for a Production Purpose.

1.20. "Redakt" means Redakt B.V., with its registered office at Jurriaan Kokstraat 59, 2586 SC Den Haag, The Netherlands.

1.21. “Server” means one: (i) physical server (i.e., one piece of hardware), virtual server, or cloud service instance (e.g., Microsoft Azure App Service); with (ii) computing power equivalent to at most eight (8) CPU cores.

1.22. “Site Visitor” means an individual, device, and/or a software application, whether internal or external, that can access only the published portion(s) of a website at the Production Domain created with the Product. Site Visitors do not have username and password access to the administrative/content management capabilities of the Product.

1.23. “Unpaid License” means a License for Redakt that has been provided free of charge, including but not limited to Community Edition, trial, and evaluation licenses.

2.1. General License Terms. The Product is licensed, not sold, to you by us under the terms of this EULA and the Order.

4.1. IP Ownership. The Product, Our Technology, Documentation, and all other current or future intellectual property developed by us or our Affiliates, and all worldwide Intellectual Property Rights in each of the foregoing and all Updates, upgrades, enhancements, new versions, releases, corrections, and other modifications thereto and derivative works thereof, are the exclusive property of us or our Affiliates or our or their licensors or suppliers. Except for the rights and licenses expressly granted herein, all such rights are reserved by us and our Affiliates and our or their licensors and suppliers. All title and Intellectual Property Rights in and to the content that may be accessed through the use of the Product are the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content.

5.1. Our Maintenance and Support Policies. If we offer and you purchase maintenance and support for the Product, then it will be provided in accordance with our then current maintenance and support policies for the Product in effect at the time of purchase.

6.1. Payment Terms and Taxes. All fees payable to us are payable in the currency specified in the Order, or if no currency is specified, in Euro (EUR), are due within 30 days from the invoice date and, except as otherwise expressly specified herein, are non-cancellable and non-refundable. We may charge you interest at a rate of 1.5% per month (or the highest rate permitted by law, if less) on all overdue payments. You agree to pay any sales, value-added, or other similar taxes imposed by applicable law that we must pay on such fees, except those based on our income. Invoices may be issued by our Affiliate. If you and we agree that you will pay by credit card, you will provide us with valid and updated credit card information and you authorize us to store such information and bill such credit card for all fees applicable: (a) at the time that you order the Product and (b) at the time of any renewal or upgrade.

7.1. Authority. Each party represents and warrants that it has the legal power and authority to enter into this EULA.

8.1. Intellectual Property Infringement. We will defend you, and your officers, directors, employees, and agents from and against any and all third party claims, lawsuits, and proceedings alleging that your use of the Product, in accordance with the terms and conditions of this EULA, constitutes a direct infringement or misappropriation of such third party’s patent, copyright or trade secret rights (the “IP Claim”), and we will indemnify you for damages finally awarded against you by a court of competent jurisdiction with respect to the IP Claim.

8.2. Exceptions. We will not indemnify you to the extent that the alleged infringement or misappropriation results from (a) use of the Product in combination with any other software or item not supplied by us; (b) failure to promptly implement an Update provided by us pursuant to 8.3 (Our Options); (c) modification of the Product not made or provided by us; (d) use of the Product in a manner not permitted by this EULA; or (e) use of the Product provided on a Community Edition or other Unpaid License. We also will not indemnify you if we notify you of our decision to terminate this EULA, and the license to the Product granted hereunder, in accordance with section 8.3 (Our Options) and you have not ceased all use of the Product within thirty (30) days of such notification.

8.3. Our Options. If a final injunction is, or we reasonably believe that it could be, obtained against your use of the Product, or if in our opinion the Product is likely to become the subject of a successful claim of infringement, we may, at our option and expense, (a) replace or modify the Product so that it becomes non-infringing (provided that the functionality is substantially equivalent), (b) obtain for you a license to continue to use the Product, or (c) if neither (a) nor (b) are reasonably practicable, terminate this EULA on thirty (30) days’ notice and, if the Product was licensed to you on a Perpetual License or Term License basis, refund to you the license fee paid to us for the Product less an amount for depreciation determined on a straight-line five year (or actual term if shorter) depreciation basis with a commencement date as of the date of delivery of the Product, or if the Product was licensed to you on a Subscription License basis, refund to you the unused portion of the fees paid in advance to us for the then-current subscription period for the Product.

8.4. Indemnification for Third Party-Claims. To the extent permitted by applicable law, you will defend us and our Affiliates, and our and their respective officers, directors, employees, and agents from and against any and all third party claims, lawsuits, and proceedings that arise or result from (a) your breach of this EULA, or (b) your failure or alleged failure to comply with Applicable Laws or any violation of a third party’s rights in connection with your use of the Product (each a “Third-Party Claim” and collectively “Third-Party Claims”) and you will indemnify for damages finally awarded by a court of competent jurisdiction with respect to any Third-Party Claim.

9.1. Confidentiality Obligations. Except as otherwise provided herein, each party agrees to retain in confidence all information and know-how transmitted or disclosed to the other that the disclosing party has identified as being proprietary and/or confidential or should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure and agrees to make no use of such information and know-how except under the terms of this EULA. However, neither party will have an obligation to maintain the confidentiality of information that (a) it received rightfully from a third party without an obligation to maintain such information in confidence; (b) was known to the receiving party prior to its disclosure by the disclosing party; (c) is or becomes a matter of public knowledge through no fault of the receiving party, or (d) is independently developed by the receiving party without the use of the confidential information of the disclosing party. Further, either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure (unless such prior notice is not permitted by applicable law) and complies with any protective order (or equivalent) imposed on such disclosure. You will treat any source code for the Product as our confidential information and will not disclose, disseminate or distribute such materials to any third party without our prior written permission. Each party’s obligations under this section will apply during the term of this EULA and for five (5) years following termination of this EULA, provided, however, that (i) obligations with respect to source code will survive forever and (ii) trade secrets will be maintained as such until they fall into the public domain.

10.1. Limitation of liability. Except for a party’s indemnification obligations set out in this EULA or a party’s breach of its confidentiality obligations pursuant to section 9 (Confidentiality), or your material violation of our intellectual property rights or of the license restrictions set out in this EULA, to the extent permitted by Applicable Law, in no event will either party’s liability for all costs, damages, and expenses arising out of or related to this EULA whether based upon warranty, contract, tort (including negligence), strict liability or otherwise at law exceed, in the aggregate, the fees paid to us for the product and/or service that is the subject of the claim, provided, however, that if the fees paid for such product and/or service are paid on a recurring basis, then the not to exceed limit will be the fees paid to us for the product and/or service during the twelve (12) month period immediately preceding the date the claim arose. Our affiliates and licensors, and the suppliers to us, our affiliates or licensors, will, to the extent permitted by applicable law, have no liability to you or to any other person or entity for damages, direct or otherwise, arising out of this EULA, including, without limitation, damages in connection with the performance or operation of our products or our performance of services.

11.1. Termination for Breach. We may terminate this EULA by written notice at any time if you do not comply with any of your obligations under this EULA and fail to cure such failure to our satisfaction within thirty (30) days after such notice. This remedy will not be exclusive and will be in addition to any other remedies which we may have under this EULA or otherwise.

12.1. This EULA is governed by and construed under the laws of The Netherlands, without reference to conflict of laws principles of that state or any nation-state. The parties agree that any litigation relating to these Purchase Terms shall be settled by the court of competent jurisdiction in The Netherlands unless provided otherwise by applicable consumer law.