LICENSE.txt

Commercial Vaadin Add-On License version 3

NOTICE TO USER: PLEASE READ THIS LICENSE AGREEMENT CAREFULLY. BY
USING ALL OR ANY PART OF THE LICENSED SOFTWARE YOU ACCEPT ALL THE
TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE
RESTRICTIONS ON: USE AND TRANSFERABILITY CONTAINED IN CLAUSE 2;
WARRANTY IN CLAUSE 6; LIABILITY IN CLAUSE 7. YOU ACCEPT THAT THIS
AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT DULY
SIGNED BY YOU. IF YOU DO NOT AGREE ON ALL THE TERMS AND CONDITIONS OF
THIS AGREEMENT, STOP THE USE OF THE LICENSED SOFTWARE IMMEDIATELY.


1. Definitions
In this Agreement, unless the context requires otherwise, the
following words and phrases shall have the following meanings:
	* "Developer" shall mean a software developer, tester, designer
	  or other person
	* "Vaadin Framework" shall mean the Vaadin user interface library
	  and web framework that help Developers in building rich internet
	  applications and that is available for download at the
	  vaadin.com website.
	* "Licensed Software" shall mean an add-on software component,
	  theme, tool or other software or resource that adds
	  functionality to Vaadin Framework or helps Developers in
	  developing Vaadin Framework based applications. Licensed
	  Software include, but are not limited to, user interface
	  components, data integration components, graphical themes
	  and development tools.
	* "Use Licensed Software" shall mean either directly interacting
	  with, including without limitations using the user interface 
	  of, running on workstation or installing, the Licensed Software
	  during Project or editing Project source code file that refers
	  to or depends on Licensed Software either directly or
	  indirectly. Developer who edits source code that can not be
	  compiled and/or run without a copy of Licensed Software is
	  considered to Use Licensed Software. Interacting with a test
	  server that runs Licensed Software as a part of automated test
	  suite is not consider as Use of Licensed Software, but the
	  maintainers of the mentioned test suite are considered to Use
	  Licensed Software.
	* "Agreement" shall mean this Commercial Vaadin Add-On License
	  version 3 agreement.
	* "License" shall mean the right to Use Licensed Software
	  according to Agreement by one Developer and is identified by a
	  unique License Number.
	* "License Number" shall mean a number that identifies one unique
	  License and is created by Vaadin Ltd. and sent to Licensee after
	  the payment of the license fee or Subscription fee.
	* "Intellectual Property Rights" shall mean any and all patent,
	  copyright, trademark, design right, petty patent, service mark,
	  domain name or any other right or trade secret whether
	  registered or not.
	* "Licensee" shall mean the entity that has purchased Licensed
	  Software or subscribed to a subscription that includes the right
	  to Use Licensed Software.
	* "Licensor" shall mean Vaadin Ltd. or a third party licensing
	  Licensed Software under Agreement.
	* "Parties/Party" shall mean Licensee and Licensor, or either of
	  them.
	* "Project" shall mean Licensee's software development project
	  during which the participating Developers Use Licensed Software
	  and which aims to produce Project Result.
	* "Project Result" shall mean the outcome of the Project.
	* "Vaadin Directory" shall mean the central on-line repository for
	  add-on software components and tools at vaadin.com website 
	  operated by Vaadin Ltd.
	* "Subscription" shall mean a subscription offered by Vaadin Ltd.
	  in which Licensor grants rights to Use Licensed Software
	  according to the terms of the subscription.
	* "Major Version", "Minor Version" and "Maintenance Version" shall
	  mean parts of a version number X.Y.Z, where X is considered to be
	  Major Version, Y Minor Version and Z Maintenance version. For
	  example, in version 7.1.3 the Major Version is 7, Minor Version
	  1 and Maintenance Version 3.


2. Grant of License

2.1 Licensor grants to Licensee, against full payment of respected
license fee or Subscription fee, a worldwide, royalty-free,
irrevocable, non-exclusive limited License to Use Licensed Software in
Project(s) by a Developer.
2.2 Licensee shall not, unless expressly provided in Agreement or in
the applicable legislation
2.2.1 rent, lease or loan Licensed Software or any copy of it;
2.2.2 remove, obliterate, deface or in any way alter the notice of
Licensor or third parties' proprietary rights related to Licensed
Software;
2.2.3 grant sub-licenses to Licensed Software or assign its rights or
obligations under this Agreement to a third party.
2.3 Licensee may license, for free or against a payment, Project
Result including Licensed Software whether regarded as derivative
works or not. End users using Project Result that does not involve
changing any source code are not required to have a valid License. If
Project Result is further developed or modified by changing its source
code or the Project Results is used as a software component or
framework in a software development project, all persons who Use
Licensed Software need to have a valid License. If Project Result is a
software development tool, component or environment that provides the
functionality of the Licensed Software for use in software development
projects, all persons who Use Licensed Software need to have a valid
License.
2.4 Licensee may transfer License to another person or an entity for
free or for a fee. License is transferred by giving the associated
License Number to the recipient and ceasing Use of Licensed Software
with that particular License Number by the original Licensee. After
this, only the Developers of the original Licensee for whom the
Licensee still has a valid License and License Number may continue to
Use Licensed Software.
2.5 If the License is obtained as a part of Subscription, the right to
Use Licensed Software expires when Subscription ends.
2.6 If the License has been given for a limited period, the right to
Use Licensed Software expires when the this period ends.


3. Intellectual Property Rights
3.1 All Intellectual Property Rights in and to Licensed Software are
and shall at all times remain the sole and exclusive property of
Licensor and its third party licensors, if any.
3.2 Licensee 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 Licensor or its
third party licensors. Licensee shall not in any manner represent that
it has any ownership of any kind in any of the above mentioned
Intellectual Property Rights.


4. License fee
4.1 In consideration for the license granted herein, Licensor shall
charge Licensee a license fee according to price visible at Vaadin
Directory at the time of purchase or a Subscription fee when the
License is included as a part of Subscription. Licensee must have a
valid License for all Developers who Use Licensed Software in Project.
License may be used in many Projects simultaneously without additional
payments. Project Result may be copied an unlimited number of times
and deployed to an unlimited number of computers without additional
payments.
4.2 Licensee's License will be valid on the payment of respected
license or Subscription fee and delivery of corresponding License
Number by Vaadin Ltd. If License is given by Vaadin Ltd. without a
fee, License if valid immediately after delivery of corresponding
License Number by Vaadin Ltd.


5. Term and termination
5.1 This Agreement and the Licenses granted herein become effective as
of the payment of the applicable license fee.
5.2 In the event Licensee fails to comply with the terms set in this
Agreement, the License granted herein shall not be valid and Licensee
must either comply with one of the open source licenses available, if
any, listed for Licensed Software at Vaadin Directory or at once cease
the use of Licensed Software and any of its rights under Clause 2, and
delete all copies of Licensed Software.
5.3 Licensor has the right, in addition and without prejudice to any
other rights or remedies, to terminate this Agreement immediately as
follows:
5.3.1 for any material breach of Agreement, that is not cured within
seven (7) days of receipt by Licensee in default of a written notice
specifying the breach and requiring its cure;
5.3.2 upon receiving a written notice, if (a) all or a substantial
portion of the assets of Licensee are transferred to an assignee for
the benefit of creditors, or to a receiver or a trustee in bankruptcy,
(b) a proceeding is commenced by or against Licensee for relief under
bankruptcy or similar laws and such proceeding is not dismissed within
sixty (60) days, or (c) Licensee is adjudged bankrupt.
5.4 If and when this Agreement is terminated due to any reason or
cause whatsoever, the Licensee shall cease to Use Licensed Software
and any of its rights under Clause 2, and delete all copies of
Licensed Software.
5.5 Provisions of the Agreement which, by their nature, are intended
to survive its termination or expiration, shall survive its
termination or expiration.


6. Warranties
THE LICENSED SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND
EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY THE
APPLICABLE LAW. EXCEPT AS EXPRESSLY PROVIDED IN THIS CLAUSE, NO
WARRANTY, CONDITION, UNDERTAKING, LIABILITY OR TERM, EXPRESS OR
IMPLIED, STATUTORY OR OTHERWISE, AS TO CONDITION, QUALITY,
PERFORMANCE, FUNCTIONALITY, INFRINGEMENT, MERCHANTABILITY, DURABILITY
OR FITNESS FOR PURPOSE, IS GIVEN OR ASSUMED BY VAADIN LTD., LICENSOR
OR ITS LICENSORS AND ALL SUCH WARRANTIES, CONDITIONS, UNDERTAKINGS AND
TERMS ARE HEREBY EXCLUDED.


7. Limitation of Liability
VAADIN LTD. AND/OR LICENSOR WILL NOT BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS, DAMAGE, COST OR EXPENSE OF
ANY KIND WHATSOEVER AND HOWSOEVER CAUSED (INCLUDING BUSINESS
INTERRUPTION, OR ANY LOSS OF BUSINESS, ANTICIPATED SAVINGS, REVENUE,
GOODWILL, MANAGEMENT TIME, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF
OPERATION TIME, LOSS OF REPUTATION OR OF DATA) INCLUDING NEGLIGENCE,
WHETHER IN CONTRACT OR TORT, EVEN IF THEY HAVE BEEN ADVISED OF THE
POSSIBILITY. DEVELOPER WILL USE REASONABLE EFFORTS TO MITIGATE THEIR
LOSS SUFFERED. VAADIN LTD'S AND/OR LICENSOR'S AGGREGATE LIABILITY AND
THAT OF ITS AFFILIATES AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS
LICENSE AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID FOR THE LICENSED
SOFTWARE.


8. Updates, new versions maintenance and support
Licensor may, in its sole discretion, provide maintenance releases,
updates and upgrades as new versions of Licensed Software. All new
Maintenance Version and Minor Version updates of Licensed Software are
free and do not require a purchase of new Licenses. Major Version
upgrades require a new License.
Licensee is not entitled to receive support for the Licensed Software,
but Licensor may, in its sole discretion, provide support either for
free or for a fee.


9. Miscellaneous

9.1 No Waiver
The failure of Licensor to exercise any of its rights under this
Agreement or to require the performance of any term or provision of
this Agreement, or the waiver by either Party of such breach of this
Agreement, shall not prevent a subsequent exercise or enforcement of
such right or be deemed a waiver of any subsequent breach of the same
or any other term or provision of this Agreement. Any waiver of the
performance of any of the terms or conditions of this Agreement shall
be effective only if in writing and signed by the Party against which
such waiver is to be enforced.

9.2 Headings
The headings in this Agreement are for the convenience of the Parties
only and are not intended to define or limit the scope or
interpretation of the Agreement or any provision hereof.

9.3 Severability
If any term of this Agreement is invalid or unenforceable, such terms
or provisions shall not invalidate the rest of the Agreement which
shall remain in full force and effect as if such invalidated or
unenforceable terms or conditions had not been made a part of this
Agreement. In the event this section (Severability) becomes operative,
Parties agree to attempt to negotiate settlement that carries out the
economic intent of the terms or provisions found invalid or
unenforceable.

9.4 Export Control
The Licensed Software may be subject to import and export controls in
other countries. Licensee agrees to strictly comply with all
applicable import and export regulations and acknowledge that Licensee
has the responsibility to obtain licenses to export, re-export,
transfer or import Licensed Software.

9.5 Entire Agreement and Assignment
Agreement sets forth the entire agreement between the Parties with
respect to the subject matter hereof and supersedes any prior
proposals and representations, whether written or oral. Neither Party
shall have the right to assign this Agreement to a third party without
the prior written consent of the other party. However, Licensor shall
have the right to assign this Agreement and all of the rights and
obligations contained therein to a company belonging to the same group
of companies as Licensor, and to a third party to which the business
of Licensor is transferred. As an exception, the Licensee shall have
the right to transfer License as described in 2.4.

9.6 Governing Law
This Agreement and its terms and conditions shall be governed by and
construed in accordance with the substantive laws in force in: (a) the
State of California, if Licensee's domicile is in the United States;
or (b) Finland, if Licensee's domicile is outside the United States.
This Agreement shall be construed and enforced without regard to the
United Nations Convention on the International Sale of Goods. The
official text of the Agreement or any notices given or accounts or
statements required hereby shall be in English. Any dispute or
controversy or claim arising out of or relating to this Agreement
involving the Parties, shall be resolved by final and binding
arbitration in accordance with: (a) the International Chamber of
Commerce Rules of Arbitration if Licensee's domicile is in the United
States; or (b) the Arbitration Rules of the Finnish Central Chamber of
Commerce if Licensee's domicile is outside the United States; by one
(1) arbitrator appointed according to the aforementioned rules. The
arbitration shall be conducted in the English language in: (a) San
Francisco, California, United States if Licensee's domicile is in the
United States; or (b) Turku, Finland if Licensee's domicile is outside
the United States.