Redakt End User License Agreement

Effective as of September 12, 2022.


1. Definitions

In this End User License Agreement ("EULA"):

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.

1.24. “Update” means any update, enhancement, error correction, modification or new release to the Product that we make available to you.

2. General License Terms, Restrictions and Order of Precedence.

2.1. General License Terms. The Product is licensed, not sold, to you by us under the terms of this EULA and the Order.
2.2. General Use. The Product may be used for commercial or non-commercial purposes. You may by default use and access the Product on a maximum of ten (10) Production Domains unless otherwise specified in the Order. Additionally, you may use and access the Product on an unlimited number of non-Production Domains for development, testing, and staging purposes.

2.3. Perpetual License. Your license to use the Product will continue in perpetuity unless earlier terminated in accordance with the terms of this EULA. Subject to the terms of this EULA, we grant you a limited, non-transferable, perpetual, royalty-free, non-exclusive license to, and to allow your Developer User(s) to (a) install and use the Product specified in the Order, and any updates, modifications and error corrections thereto provided by us to you; and (b) build, use and distribute add-on modules to the Product solely for use in conjunction with the Product.

2.4. Authorized Users. Anything your Authorized Users do or fail to do will be considered your act or omission, and you accept full responsibility for any such act or omission to the extent you would be liable if it were your act or omission.

2.5. Third-Party Use. You may allow your agents, contractors, and outsourcing service providers (each a “Permitted Third Party”) to use the Product licensed to you hereunder solely for your benefit in accordance with the terms of this EULA and you are responsible for any such Permitted Third Party’s compliance with this EULA in such use. Any breach by any Permitted Third Party of the terms of this EULA will be considered your breach.

2.6. Restrictions. Except as otherwise expressly permitted in this EULA, you will not (and will not allow any of your Affiliates or any third party to):
  • copy, modify, adapt, translate, or otherwise create derivative works of the Product, Documentation, or any software, services, or other technology of third-party vendor(s) or hosting provider(s) that we or our Affiliate engage;
  • disassemble, decompile or “unlock”, decode or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover the source code or underlying structure, ideas, or algorithms of the Product except as expressly permitted by law in effect in the jurisdiction in which you are located;
  • rent, lease, sell, distribute, pledge, assign, sublicense or otherwise transfer or encumber rights to the Product;
  • make the Product available on a timesharing or service bureau basis or otherwise allow any third party to use or access the Product;
  • remove or modify any proprietary notices, legends, or labels on the Product or Documentation;
  • use or access the Product in a manner that: (i) violates any Applicable Laws; (ii) violates the rights of any third party; (iii) purports to subject us or our Affiliates to any other obligations; (iv) could be fraudulent; or (v) is not permitted under this EULA;
  • use the Product to develop, test, support, or market products that are competitive with and/or provide similar functionality to the Product; or
  • permit your Affiliates to access or use the Product unless specifically authorized elsewhere in this EULA or the Order.
2.7. Limitations on Evaluation or Trial Licenses. If the Product is licensed to you on an evaluation or trial basis, then you may use the Product only for such purposes until the earlier of (a) the end of the evaluation period, if any, specified in the Order, this EULA or otherwise communicated by us to you at the time of delivery; or (b) the start date of a paid for license to the Product; or (c) termination in accordance with the terms of this EULA. You may not extend the evaluation period by uninstalling and re-installing the Product or by any other means other than our written consent. You must not use the Product in a production environment. You will be required to pay for a license for the Product at our then-applicable license price if you continue to use the Product, whether in a production or non-production environment after the evaluation license expires or terminates, and the terms and conditions of the EULA in effect at that time will apply to your continued use of the Product. Unless otherwise expressly agreed by us in writing, the term of the Trial License will not exceed thirty (30) days after you use the license key provided by us to access the trial version of the Product. At the end of the evaluation period, the Trial License will automatically expire, and lockout functions may cause the Product to stop functioning unless you obtain a commercial license for the Product. We may, at our sole discretion, decide whether to offer any maintenance and support for the Product during the evaluation period and to include any conditions or limits on such maintenance and support. You may not circumvent any technical limitations included in the Product licensed to you on an evaluation or trial basis.

2.8. Delivery. Unless otherwise specified by us, the Product will be provided to you via electronic delivery, and delivery is deemed complete when the Product is/are made available at the electronic software download site specified by us and you are e-mailed or otherwise provided with any necessary instructions, password and/or license keys required for you to be able to access, download and install the Product. If we provide the Product on physical media, shipping terms will be FOB shipping point.

2.9. Updates. Each Update to a Product replaces part or all of the Product (or earlier Update) previously licensed to you (“Replaced Product”) and will terminate such previously licensed Replaced Product to the extent replaced by the Update; provided, however, that you may continue to operate the Replaced Product for up to ninety (90) days from delivery of the Update to allow you to complete your implementation of the Update. You must cease all use of the Replaced Product at the end of the ninety (90) day period.

2.10. Cloud Environment. You may upload the Product licensed to you pursuant to this EULA onto a cloud instance supplied by a third party, provided that the operation of the Product in the cloud instance complies with all license model restrictions and usage limitations applicable to the Product. You may also allow the third party to upload, install, operate and/or use Products on the cloud instance, provided that the third party’s access to and use of the Products is solely for your benefit in accordance with the terms of this EULA. The third party will be considered a Permitted Third Party, and you will be responsible for the Permitted Third Party’s compliance with this EULA in accordance with section 2.5 (Third Party Use).

2.11. Site Visitors. There is no limit on how many Site Visitors may visit a website developed and administered using the Product.

2.12. No Alteration. You may not remove, alter or obscure any of our trademarks, logos, tag lines or other branding of ours included in the Product.

2.13. Co-Branding. You may (but are not required to) co-brand the Product with your own company’s trademarks. Any co-branding efforts you undertake are at your own risk and you agree to indemnify and hold us harmless from all third-party suits and proceedings, and all damages, losses, costs (including attorneys’ fees), and other liabilities, resulting from your co-branding efforts. Any goodwill accruing from your use of your own trademarks will accrue to and be owned by you. Any goodwill accruing from the placement of our trademarks, logos, tag lines or other branding of ours on Redakt, or from your placement of the Redakt® logo on the footers of web pages created using the Product, will accrue to and be owned by us.

2.14. Third-Party Notices. The Product may contain or be accompanied by certain third-party components which are subject to additional restrictions. These components are identified in, and subject to, special license terms and conditions which, in the case of Product, are set out in the “readme.txt” file, the “notices.txt” file, or the “Third Party Software” file accompanying the Product or portions thereof, and in the case of Hosted Services, are set out in the third-party license agreement or notices that comes with the third-party component or is otherwise provided on the web page on which such third-party component is made available (“Special Notices”). The Special Notices include important licensing and warranty information and disclaimers. Unless otherwise expressly stated for a given third-party component, all such third-party components may be used solely in connection with the use of the Product subject to and in accordance with the terms and conditions of this EULA and the Special Notices. In the event of a conflict between the Special Notices and the other portions of this EULA, the Special Notices will take precedence (but solely with respect to the third-party component(s) to which the Special Notice relates).

2.15. Data Collection through the use of the Product. The product may include feature(s) that (a) gather product activation, usage, and/or environment information, (b) identify trends and/or bugs, (c) collect usage statistics, and/or (d) track other data related to your use of the product, as further described in the current version of our privacy policy available at By your acceptance of the terms of this EULA and/or use of the Product, you authorize the collection, use and disclosure of this data for the purposes provided for in this EULA and/or the privacy policy.

2.16. Order of Precedence between EULA and Order. If there is any conflict between the terms and conditions in the Order and the terms and conditions of this EULA, or if the Order changes any of the terms of this EULA, the terms and conditions of the Order will apply, except if the Order is between you and an Authorized Reseller, or the Order is issued/generated by you. In the case where the Order is between you and an Authorized Reseller, the terms of the Order will apply subject to the following: (a) any terms and conditions in the Order imposing obligations on the Authorized Reseller that are in addition to or different from the obligations we have to you pursuant to this EULA will be born solely by the Authorized Reseller and our obligations to you and limits on our liability will be governed solely by the terms and conditions of this EULA and (b) any terms and conditions that conflict with or would otherwise alter any of the following under this EULA will have no effect unless expressly agreed to in a written instrument executed by us: our ownership rights, yours and our confidentiality obligations, your export compliance obligations, restrictions on your right to assign or governing law and jurisdiction.

3. Export Compliance

3.1. Export Compliance. You agree to comply with all applicable laws and regulations with regard to economic sanctions; export controls, import regulations, and trade embargoes (collectively "Export Control Laws"), including those of the European Union and the United States. You acknowledge that you are not an entity targeted by Export Control Laws nor are you otherwise owned or controlled by or acting on behalf of any person targeted by Export Control Laws. Further, you agree to ensure that neither Redakt Products nor any related technical information, are:
  • downloaded, transferred, exported, or re-exported directly or indirectly in violation of Export Control Laws; or
  • used for any purpose prohibited by Export Control Laws, including but not limited to nuclear, chemical, or biological weapons proliferation; or exported to restricted and/or embargoed destinations (including, but not limited to, Cuba, Iran, North Korea, Syria, Crimea region and territories of the so-called Donetsk or Luhansk People’s Republics), prohibited end-user(s); and/or
  • participate in prohibited end-use and/or proliferation activities.
3.2. Redakt will not be liable to you for any failure to provide the Product, as a result of any government action that Redakt reasonably believes may adversely impact its obligations under this EULA, its business, or its reputation.

4. IP Ownership and Feedback

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.

4.2. Feedback. If you provide us any ideas, thoughts, criticisms, suggested improvements or other feedback related to Our Technology (collectively “Feedback”) you own the Feedback and you grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, license, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same without restriction or obligation of any kind, on account of confidential information, intellectual property rights or otherwise, and may incorporate into our products or services any service, product, technology, enhancement, documentation or other development (“Improvement”) incorporating or derived from any Feedback with no obligation to license or to make available the Improvement to you or any other person or entity. This is true whether you provide the Feedback through the use of the Product or through any other method of communication with us unless we have entered into a separate agreement with you that provides otherwise.

5. Maintenance and Support

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.

5.2. Support Eligibility. The level of support (if any) that you receive for the Product depends on which Product package you select at the time of License purchase. To be eligible for support: (i) your use of the Product must be in full compliance with the terms of this EULA; (ii) you must provide all information and evidence necessary for our support personnel to adequately understand your support issue and diagnose the cause of such issue; and (iii) in the case of multiple Licenses, the License for which you are requesting support must be eligible for the level of support requested.

5.3. Maintenance and Support for Premium Edition Licenses. Unless otherwise expressly stated by us in the Order, first-year annual maintenance and support (if offered by us) is required for the Product and starts on the date the Product is delivered. Thereafter, you may choose to purchase annual maintenance and support (if offered by us). If you do not purchase renewal maintenance and support services for a Product, then you will not receive any maintenance and support services for that Product and will have no entitlement to any benefits of maintenance and support services including, bug fixes, patches, upgrades, enhancements, new releases or technical support. If you want to reinstate lapsed maintenance and support services on a Product, and we offer reinstatement to our customers, then you may re-instate maintenance and support services by paying the then-current fee, plus a reinstatement fee for the lapsed maintenance and support period in accordance with our maintenance and support reinstatement policies then in effect.

5.4. Support for Unpaid Licenses. Unless otherwise expressly stated by us in the Order, Unpaid Licenses do not entitle you to direct support from Redakt. You may post support requests in the Community Support forum, where Redakt employees or other members of the forum may, but are not required to, respond to your support request.

5.5. Support Incidents. A single support incident may involve several communications and offline work in order to be resolved. You agree to provide us with detailed information about the issue encountered and cooperate with our requests for additional information as we attempt to resolve the issue. Our support engineers will make reasonable efforts to resolving your support issues; however, we do not guarantee that all support issues will be resolved. Bug reports and product feature suggestions are not considered support incidents, and we are not obligated to acknowledge or address such bug reports and/or product feature suggestions.

5.6. Product Discontinuance. We reserve the right to discontinue at any time any component of the Product. To the extent we are obligated to provide support for the Product in accordance with the terms set out in this EULA, we will provide support for prior versions of the Product.

6. Fees and Taxes

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.

6.2. Fees for Renewal Maintenance Terms. The fee for an optional annual renewal maintenance and support term for the Product will be calculated based on the annual rate applicable for the initial maintenance and support term or immediately preceding renewal maintenance and support term, whichever is applicable, plus a rate increase, if applicable, calculated at the lesser of any standard price increase or CPI (or equivalent index) after applying any increases as a consequence of our Lifetime Support policy, if applicable.

6.3. Orders between You and Our Authorized Reseller. Notwithstanding the above terms of this section (Fees and Taxes), if you purchased your license to the Product and/or maintenance and support from an Authorized Reseller, then the fees will be set out in the Order between you and the Authorized Reseller. The Authorized Reseller may be responsible for billing and/or collecting payment from you and if so, the billing and collection terms agreed to between you and the Authorized Reseller may differ from the terms set out in this section (Fees and Taxes).

6.4. No Reliance on Future Availability of any Product or Update. You agree that you have not relied on the future availability of any Product or Updates in your purchasing decision or in entering into the payment obligations in your Order.

7. Warranties

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

7.2. Product Compliance with Documentation. We warrant to you that, for six (6) months from delivery, the Product will comply with the applicable Documentation in all material respects. Your exclusive remedy, and our sole liability, with respect to any breach of this warranty, will be for us to use commercially reasonable efforts to promptly correct the non-compliance (provided that you notify us in writing within the warranty period and allow us a reasonable cure period). If we, at our discretion, reasonably determine that correction is not economically or technically feasible, we may terminate your license to the Product and provide you a full refund of the fees paid to us with respect to the Product (in the case of a Product) or a refund of the prepaid fees for the unused portion of the license period (in the case of a Hosted Service). Delivery of additional copies of, or Updates to, the Product will not restart or otherwise affect the warranty period.

7.3. Warranty Exclusions. The warranty specified in section 7.2 (Product Compliance with Documentation) does not cover any Product provided on a Community License or other unpaid evaluation or trial basis, or defects to the Product due to accident, abuse, service, alteration, modification, or improper installation or configuration by you, your Affiliates, your or their personnel or any third party not engaged by us.


8. Indemnification

Our Indemnification Obligation

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.

Your Indemnification Obligation

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.

Control of the Defense or Settlement

8.5. For any indemnification obligation covered in section 8.1, “Indemnifying Party” means us, “Indemnified Party” means you, and “Claim” means an IP Claim. For any indemnification obligation covered in section 8.4, “Indemnifying Party” means you, “Indemnified Party” means us, and “Claim” means a Third-Party Claim. The Indemnified Party must provide the Indemnifying Party with prompt written notice of a Claim; however, the Indemnified Party’s failure to provide or delay in providing such notice will not relieve the Indemnifying Party of its obligations under this section except to the extent the Indemnifying Party is prejudiced by the Indemnified Party’s failure or delay. The Indemnified Party will give the Indemnifying Party full control of the defense and settlement of the Claim as long as such settlement does not include a financial obligation on or admission of liability by the Indemnified Party. If the Indemnified Party does not do so, then the Indemnified Party waives the Indemnifying Party’s indemnification obligations under section 8.1 or 8.4, as applicable. The Indemnified Party will reasonably cooperate in the defense of the Claim and may appear, at its own expense, through counsel reasonably acceptable to the Indemnifying Party.

9. Confidentiality

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.

9.2. Product Benchmark Results. You acknowledge that any benchmark results pertaining to the Product is our confidential information and may not be disclosed or published without our prior written consent. This provision applies regardless of whether the benchmark tests are conducted by you or us.

9.3. Remedies for Breach of Confidentiality Obligations. Each party acknowledges that in the event of a breach or threat of breach of this section, monetary damages will not be adequate. Therefore, in addition to any other legal or equitable remedies, the non-breaching party will be entitled to seek injunctive or similar equitable relief against such breach or threat of breach without proof of actual injury and without posting a bond.

10. Limitation of Liability and Disclaimer of Certain Types of Damages

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.

10.2. Disclaimer of Certain Types of Damages. Except for a party’s indemnification obligations set out in this EULA or your material violation of our intellectual property rights or the license restrictions set out in this EULA, to the extent permitted by applicable law, in no event will either party, its Affiliates, or its licensors or their respective suppliers be liable for any special, indirect, consequential, incidental, punitive or tort damages arising in connection with this EULA or either party’s performance under this EULA or the performance of Our Products, or for any damages resulting from loss of use, loss of opportunity, loss of data, loss of revenue, loss of profits, or loss of business, even if the party, its Affiliates, its licensors, or any of their respective suppliers have been advised of the possibility of those damages. Neither we nor our licensors are responsible for any liability arising out of (a) content provided by you or a third party that is accessed through the Product or on a website built using the Product, (b) any material linked through such content or such website, (c) any add-on modules you develop using the Product, or (d) use of third-party software and database components of the Product.

11. Termination

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.

11.2. Effect of Termination. Upon expiration of your license term to the Product (if applicable) or earlier termination of this EULA, your license to access and/or use the Product and/or distribute the Redistributables (if applicable) will terminate. You must immediately cease use of the Product and destroy all copies of the Product in your possession (and required any Permitted Third Parties to do the same). Any licenses you have granted to the Redistributables in accordance with the terms and conditions of this EULA will, unless otherwise specified in section 3 (Product Family Specific Terms) or section 4 (Product Specific Terms), survive termination of this EULA.

11.3. Survival. Any provisions of this EULA containing licensing restrictions, warranties, and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any term of this EULA which, by its nature, is intended to survive termination or expiration, will remain in effect following any termination or expiration of this EULA, as will your obligation to pay any fees accrued and owing to us as of termination or expiration.

12. Miscellaneous

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.

12.2. Notices. Notices of termination, material breach, your insolvency, or an indemnifiable claim (“Legal Notices”) must be clearly identified as Legal Notices and sent via overnight courier or certified mail with proof of delivery to the following addresses: For us: Jurriaan Kokstraat 59, 2586 SC The Hague, The Netherlands, Attention: General Counsel. For you: your address set out in the Order. Legal Notices sent in accordance with the above will be effective upon the second business day after mailing. Either party may change its address for receipt of notices upon written notice to the other party.

12.3. Entire Agreement. This EULA, and any terms expressly incorporated herein by reference, will constitute the entire agreement between you and us with respect to the subject matter of this EULA and supersedes all prior and contemporaneous communications, oral or written, signed or unsigned, regarding such subject matter. Use of any purchase order or other document you supply in connection with this EULA will be for administrative convenience only and all terms and conditions stated therein will be void and of no effect. Except as otherwise expressly contemplated in this EULA, this EULA may not be modified or amended other than in writing signed by you and us.

12.4. Severability. If any provision of this EULA is terminated or held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this EULA will remain in full force and effect.

12.5. Waiver. Failure or delay in exercising any right, power, privilege, or remedy hereunder will not constitute a waiver thereof. A waiver of default will not operate as a waiver of any other default or of the same type of default on future occasions.

12.6. English Language. This EULA has been drawn up in English at the express wish of the parties.

12.7. Force Majeure. Neither you nor we will be liable for any delay or failure to take any action required under this EULA (except for payment) due to any cause beyond the reasonable control of you or us, as the case may be, including, but not limited to unavailability or shortages of labour, materials, or equipment, failure or delay in the delivery of vendors and suppliers and delays in transportation.
12.8. Our Use of Our Affiliates. We may, at our discretion, engage one or more of our Affiliates in the fulfilment of our obligations, including, our obligations for delivery of the Product to you and/or the provision of any maintenance and support services.