LICENSE TERMS AND CONDITIONS

1. Acceptance of the Terms

   1. Please read these terms and conditions and all other documents referred to herein (collectively the “Terms“) carefully before you start using the Addon. When you start using the Addon or confirm the order form (in writing or electronically by clicking “I agree” or similar button or checkbox), you as a client (the “Client”) conclude an Addon license agreement (the “Agreement”) with Ynput s.r.o., a company with a registered seat at Dělnická 503/47, Holešovice, 170 00 Prague 7, Czech Republic, Business ID No.: 09055207, registered in the Commercial Register kept by the Municipal Court in Prague,  File No. C 329992 (“Ynput”). If the Client does not agree to the Terms, it must not use the Addon.

   2. The Client agrees that these Terms apply to every purchase of any Addon by the Client. Every single purchase constitutes an individual Agreement between the Client and Ynput which includes the Terms.

   3. To avoid any misunderstandings, Ynput's SaaS service ynput.cloud is provided on its own terms of service entirely independent of the desktop application, the Addon and these Terms.

2. License Details

   1. License Details. License details may differ for each individual Addon. The Client may find specific license details in a description of Addon before purchasing it. License details may include restrictions on use such as number of seats, devices, Authorized Users etc. and license term, license fees per and other details. By purchasing the specific Addon the Client agrees with such details.

3. License Terms

   1. License Grant. Subject to and conditioned on Client's payment of all fees and compliance with all the terms and conditions of the Agreement, Ynput grants Client a non-exclusive, non-sublicensable, non-transferable license to use Addon during the license term solely for Client’s internal business purposes.

   2. Restrictions. Client shall not use Addon for any purposes beyond the scope of the license granted. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Client shall not at any time, directly or indirectly: 

1. copy, modify, or create derivative works of the Addon, in whole or in part; 

2. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Addon; 

3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Addon, in whole or in part; 

4. use any hardware or software means that associate more devices to circumvent the quantitative restriction of the license (prohibition of multiplexing);

5. remove any proprietary notices from the Addon; or 

6. use Addon in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

3. Reservation of Rights. Ynput reserves all rights not expressly granted to Client in the Agreement. Except for the limited rights and licenses expressly granted under the Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any intellectual property rights or other right, title, or interest in or to the Addon. Client acknowledges that, as between Client and Ynput, Ynput owns all right, title, and interest, including all intellectual property rights, in and to the Addon. 

4. Third-Party Products. Ynput may distribute third-party products provided with or incorporated into the Addon including any open-source software. Such third-party products are subject to their own license terms. If Client does not agree to abide by the applicable terms, then Client should not install or use such third-party products. With respect to any third-party products, the applicable third-party licensors own all right, title, and interest, including all intellectual property rights, in and to the third-party products.

4. Responsibilities

   1. Delivery. Ynput shall deliver Addon by making it available for download by the Client from ynput.cloud. Client shall install the Addon in accordance with the user manual relating to the Addon available at ayon.ynput.io (the “Documentation”), or in accordance with the instructions provided by Ynput support staff..

   2. General. Client is responsible and liable for all use of the Addon resulting from access provided by Client, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Client is responsible for all acts and omissions of its officers, directors, or employees of Client who Client permits to access and use the Addon pursuant to Client's license hereunder (the “Authorized Users”), and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Client will be deemed a breach of this Agreement by Client. Client shall take reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Addon and shall cause Authorized Users to comply with such provisions.

   3. Service Agreement. Ynput shall not provide any support or maintenance to the Addon unless the parties conclude a Service Agreement for its provision.

   4. Remote Deactivation. In the event of a substantial breach of the license terms by the Client and upon a prior notification in writing requesting the remedy of such breach, Ynput may perform the remote deactivation of the Addon until the Client remedies the notified breach.

5. Fees and Payment

   1. Fees. License details may set forth the conditions on how license fees are applied for designated number of Authorized Users / seats / other restrictions per relevant license term of the Addon. In the event that Client does not use Addon, this shall not affect Ynput’s right to payment of the fees in full. Unless expressly set forth herein, the license fees are non-cancelable and non-refundable.

   2. Payment. You shall make all payments via Stripe payment gateway. You hereby agree to the terms and conditions of Stripe services available at https://stripe.com. Payment instructions will be displayed to you immediately after the order is submitted or provided by Ynput’s support staff upon request. We will issue and send the invoice to You at the same time as the order confirmation. In case of subscription term renewal and payment for excessive use, the fees will be charged automatically to the payment method you last selected. If you’re ordering for a period of 12 months or longer (as detailed in the price list) you may request an invoice during the order instead of paying via Stripe. In that case invoice will be due 14 days from issuance and We will send it electronically to your contact email address. You shall pay the price by bank transfer to Our account identified on the invoice, using any payment identifiers specified (e.g. variable symbol). In case of subscription term renewal we will send you next invoice usually no later than of the first business day of the new subscription term.

   3. Taxes. Fees are specified exclusive of VAT. Client undertakes to pay the amount including VAT charged in accordance with the relevant legislation. Fees are also exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Client hereunder, other than any taxes imposed on Ynput's income. Client is solely obliged to bear all such surcharges so that the Ynput always receives the net amount charged. If Client is obliged to pay any amounts, Ynput is entitled to add them to the invoiced fees and to increase the payment to the Ynput. 

   4. Late Payment. If Client fails to make any payment when due then, in addition to all other remedies that may be available:

1. Ynput may charge contractual penalty on the past due amount at the rate of 0,5 % per each commenced day of delay or, if lower, the highest rate permitted under applicable law; and

2. If such failure continues for 10 days following written notice thereof, Ynput may prohibit use of the Addon and invalidate provided license until all past due amounts and penalties have been paid, without incurring any obligation or liability to Client or any other person.

6. Limited Warranties and Warranty Disclaimer

   1. Limited Warranty. Ynput warrants that during the license term, the Addon will perform materially as described in the Documentation and that the use of the Addon in accordance with the Agreement will not infringe third party copyright. THE FOREGOING WARRANTIES DO NOT APPLY, AND YNPUT STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

   2. Breach. The limited warranty does not apply and become null and void if Client breaches any provision of this Agreement, or if Client, any Authorized User, or any person provided access to the Addon by Client whether or not in violation of this Agreement installs or uses the Addon on or in connection with any hardware or Addon not specified in the Documentation, modifies the Addon; or uses any other version of the Addon than the latest version provided by Ynput.

   3. Remedies. If, during the license term the Addon fail to comply with the warranty and such failure is not excluded from warranty („Defect“), then Ynput shall, subject to Client's promptly notifying Ynput in writing of such failure, at its sole option, either:

1. repair or replace Addon by provision of maintenance update or upgrade, provided that Client provides Ynput with all information Ynput requests to resolve the reported failure, including sufficient information to enable the Ynput to recreate such failure; or

2. terminate the Agreement and refund pro-rata portion of the fees paid in advance for use of Addon during the unused part of the license term (in case of permanent licenses, the Client shall be refunded the fees only if the Agreement is terminated prior to 6 months after its conclusion), subject to Client's ceasing all use of and erasing all copies of Addon.

4. Sole Remedy, Disclaimer. The remedies set forth in the Section 6.3 are Client's sole remedies and Ynput' sole liability under the limited warranty. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 6.1, ADDON IS PROVIDED "AS IS" AND YNPUT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. YNPUT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. YNPUT MAKES NO WARRANTY OF ANY KIND THAT THE ADDON, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CLIENT'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY ADDON, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

7. Indemnification and limitation of liability

   1. Client Indemnification. Client shall indemnify, hold harmless, and, at Ynput's option, defend Ynput from and against any and all damages, and costs resulting from any third-party claim based on Client's, or any Authorized User's: (i) negligence or willful misconduct; or (ii) use of Addon ‘in a manner not authorized by this Agreement; (iii) use of the Addon in combination with data, software, or hardware not provided by Ynput; (iv) modifications to the Addon not made by Ynput; or (v) use of any version other than the most current version of the Addon delivered to Client, provided that Client may not settle any third-party claim against Ynput without Ynput’s prior consent.

   2. Limitations of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS AND/OR ANY AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND/OR ANY AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED 50 % OF THE FEES PAID TO YNPUT UNDER SPECIFIC AGREEMENT IN THE 3 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $ 1000, WHICHEVER IS LESS.

8. Term, Termination

   1. License Term. Initial license term commences on the date of each Agreement. License term will automatically renew for additional successive license terms of the same length as the previous one unless earlier terminated pursuant to the Agreement’s express provisions or either party gives the other party written notice of non-renewal at least 1 day before the expiry of then-current license term. Each renewal term is subject to payment of relevant license fees.

   2. Termination. In addition to any other express termination right of any Agreement set forth in these Terms:

1. Ynput may terminate specific Agreement, effective on written notice to Client, if Client fails to pay any amount when due hereunder, and such failure continues more than 10 days after Ynput’ delivery of written notice thereof; or breaches any restriction under the Agreement;

2. either Party may terminate specific Agreement, effective on written notice to the other Party, if the other Party materially breaches the Agreement, and such breach is incapable of cure; or being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or

3. either Party may terminate specific Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by Agreement of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

3. Effect. Upon expiration or earlier termination of specific Agreement, the license granted hereunder will also terminate, and, without limiting Client's obligations agreed herein, Client shall cease using and delete, destroy, or return all copies of the respective Addon and certify in writing to Ynput that Addon have been deleted or destroyed. If Ynput terminates the specific Agreement pursuant to Section 6.3 or Client terminates the Agreement pursuant to Section 8.2 (b), Client will be relieved of obligation to pay the fees attributable to the period after the effective date of such termination (in case of permanent licenses, the Client shall be refunded the fees only if the Agreement is terminated prior to 6 months after its conclusion), in all other cases all fees that would have become payable had the Agreement remained in effect until expiration of the current license term will become immediately due and payable, and you shall pay such fees, together with all previously accrued but not yet paid fees

4. Auditing Rights. Ynput may at its own expense, on reasonable prior notice and in accordance with agreed confidentiality obligations, inspect and audit Client's records and systems with respect to Client’s use of Addon, provided that if such audit reveals that Client has used Addon in excess of the agreed restrictions or after the termination of the Agreement, Client shall pay Ynput double the fees that Ynput would have received for such use of Addon, if such use was in accordance with the specific Agreement, together with interest and costs of the audit. Such inspection and auditing rights will extend throughout the Term of the Agreement and continue for a period of two years after the termination or expiration of the Agreement. 

9. Final provisions

   1. Entire Agreement. Agreement, together with any other documents incorporated herein by reference (especially these Terms), constitutes the sole and entire Agreement of the parties with respect to the specific subject matter of the Agreement (mainly a specific Addon) and supersedes all prior and contemporaneous Agreements with respect to such subject matter.

   2. Assignment. Neither party may assign or otherwise transfer any of its rights without the other party's prior written consent provided that Ynput may assign any Agreement as a whole without Client‘s prior written consent to its affiliate.

   3. Publicity. Ynput is authorized to use Client’s name or mark and identify Client as a client of Ynput website and/or in its marketing materials. 

   4. Force Majeure. In no event will either party be liable for any failure or delay in performance of any Agreement (except for obligations to make payments) to the extent such failure or delay is caused by any circumstances beyond its reasonable control, including acts of God, flood, fire, earthquake, war, terrorism, cyber-attack (including DDoS), invasion, embargoes, strikes, passage of law, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Ynput may terminate any Agreement if force majeure event continues for 30 days or more.

   5. Amendment. Ynput may revise and update these Terms from time to time in its sole discretion. All changes are effective on the indicated date and apply to all access to and use of the Addon thereafter. Client's continued use of the Addon following the term of effectiveness of the changes means that the Client accepts and agrees to the changes. Client is expected to check the Terms from time to time so that the Client is aware of any changes, as they are binding.

   6. Severability. If any term or provision of a specific Agreement (and as its part of these Terms)  is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, we shall negotiate in good faith to modify the Agreement so as to effect the original intent to the greatest extent possible.

   7. Governing Law; Submission to Jurisdiction. These Terms and specific Agreements are governed by and construed in accordance with the internal laws of the Czech Republic without giving effect to any choice or conflict of law provision. Any legal suit, action, or proceeding arising out of or related to these Terms and/or specific Agreement will be instituted exclusively in the courts of the Czech Republic, and each of us irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

   8. Effective date. These Terms are effective as of January 1, 2024.