READ CAREFULLY: By visiting this website, or downloading, installing or copying the SOFTWARE to CLIENT INFRASTRUCTURE, the CLIENT agrees to be bound by the terms of these TERMS.
Sofii Low Code (“SOFTWARE”) is a hybrid high-productivity and high-control rapid application development framework. It provides an easy-to-use, intuitive, web-based interface for non-technical users who wants to rapidly create, customize and share data-rich SOLUTIONS. It also includes features for extending SOLUTIONS with customized components and code, providing developers with high control on end results.
CLIENT’s infrastructure (“CLIENT INFRASTRUCTURE”) is a private or public hosting area, on premise or on the cloud. CLIENT INFRASTRUCTURE shall include a Web server, a database system and a computer system, all owned by a third-party (“HOSTING PARTNER”). A separated hosting TERMS (“CLIENT HOSTING TERMS”) exists between the CLIENT and the HOSTING PARTNER. The terms of the CLIENT HOSTING TERMS do not imply any right of any kind on the SOFTWARE to the CLIENT expect of those explicitly granted in these TERMS.
The SOFTWARE (without limit, the software, scripts, graphical content, processing tools, images, formulas, designs, inventions, works, documentation, fonts, and other intellectual property whether on disk, in read only memory, on any other media or in any other form) provided to CLIENT are not licensed, not sold, to CLIENT by VENDOR. The SOFTWARE are hosted on CLIENT INFRASTRUCTURE, strictly in accordance with the terms of these TERMS, and VENDOR reserves all rights not expressly granted to CLIENT. In the extend granted by the CLIENT HOSTING TERMS, CLIENT owns the media on which the SOFTWARE is installed but VENDOR retains ownership of the SOFTWARE themselves. The terms of these TERMS will govern any SOFTWARE upgrades provided by VENDOR that replace and/or supplement the original SOFTWARE, unless such upgrade is accompanied by a separate TERMS, in which case the terms of that TERMS will govern.
Grant of Use
Provided that CLIENT complies with the terms of these TERMS, and purchases the appropriate license, or signed an appropriate license transfer agreement, VENDOR grants CLIENT the following limited, non-exclusive, non-transferable, non-sublicensable right to host and use the SOFTWARE on the CLIENT INFRASTRUCTURE, with the following limitations:
- These TERMS do not permit the installation of the SOFTWARE on any other infrastructure except of the CLIENT INFRASTRUCTURE at any given time. The SOFTWARE is provided as a single product. Software component parts of the SOFTWARE may not be separated for installation on different infrastructures.
- CLIENT may NOT sell the SOFTWARE.
- CLIENT may NOT sell the SOLUTIONS.
- CLIENT may use the SOFTWARE to create SOLUTIONS on CLIENT INFRASTRUCTURE. CLIENT may rent, transfer, redistribute or sublicense the usage rights on the SOLUTIONS to External Entities. An “External Entity” is a legal entity. The terms governing usage, rent, transfer, redistribution or sublicensing of the SOLUTIONS are not subject of these TERMS. Such terms are covered by additional TERMSs between CLIENT and VENDOR specific to each SOLUTION.
Reservation of Rights and Ownership
VENDOR reserves all rights not expressly granted to CLIENT in these TERMS. The SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. All rights, title, interest, intellectual property rights and copyrights in and to the SOFTWARE (including but not limited to all images, photographs, animations, video, audio, music, text, and other information incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE, are owned by VENDOR, or its suppliers. Accordingly, CLIENT is required to treat the SOFTWARE like any other copyrighted material, except as otherwise allowed pursuant to these TERMS. These TERMS do not grant CLIENT any rights to trademarks or service marks of VENDOR.
Limitations on Reverse Engineering
CLIENT may not reverse engineer, decompile, or disassemble the SOFTWARE, nor attempt in any other manner to obtain the source code. CLIENT may not test, analyze, disable, weaken nor corrupt source code protection mechanisms shipped with the SOFTWARE. CLIENT may not perform any decompilation of obfuscated bytecode and recover the original source code of protected SOFTWARE.
A right to host the SOFTWARE on the INFRASTRUCTURE is granted to the original CLIENT and is NOT transferable. CLIENT may not transfer, rent, lease, lend, sell, redistribute or sublicense the SOFTWARE. CLIENT may not provide commercial hosting services with the SOFTWARE. CLIENT may not use the database portion or any other asset accompanying the SOFTWARE in connection with any software other than the SOFTWARE.
Restriction on Alteration
CLIENT may not modify the SOFTWARE or create any derivative work of the SOFTWARE or its accompanying assets. Derivative works include but are not limited to translations. CLIENT may not alter any files or libraries in any portion of the SOFTWARE. CLIENT may not reproduce the database portion or create any table or reports relating to the database portion.
Additional Software Services
These TERMS apply to updates, supplements, add-on components, or Internet-based services components, of the SOFTWARE that VENDOR may provide to CLIENT or make available to CLIENT after the date CLIENT obtain an initial copy of the SOFTWARE, unless they are accompanied by separate terms. VENDOR reserves the right to discontinue Internet-based services provided to CLIENT or made available to CLIENT through the use of the SOFTWARE.
VENDOR has no obligation to support or to provide any updates of the SOFTWARE. Support can be provided to CLIENT if an appropriate support TERMS is obtained, separately from this hosting TERMS.
Disclaimer of Warranties
CLIENT EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, HOSTING OF THE SOFTWARE IS AT CLIENT’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH CLIENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND VENDOR AND ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. VENDOR DOES NOT WARRANT AGAINST INTERFERENCE WITH CLIENT’S ENJOYMENT OF THE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET CLIENT REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. CLIENT FURTHER ACKNOWLEDGE THAT THE SOFTWARE IS NOT INTENDED OR SUITABLE FOR HOSTING IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OF, OR ERRORS OR INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VENDOR SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE PROVES DEFECTIVE, CLIENT ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO CLIENT.
Limitation of Liability
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL VENDOR BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO CLIENT USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO CLIENT. In no event shall VENDOR’s total liability to CLIENT for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
Both VENDOR and CLIENT agree that neither party has an obligation to give the other party any suggestions, comments or other feedback, whether verbally or in written or source code form, relating to (i) the SOFTWARE; (ii) CLIENT’s products; (iii) CLIENT’s hosting of the SOFTWARE; or (iv) optimization/interoperability of CLIENT’s product with the SOFTWARE (collectively defined as “Feedback”). In the event either party provides Feedback to the other party, the party receiving the Feedback may use any Feedback that the other party voluntarily provides to improve the (i) SOFTWARE or other related VENDOR technologies, respectively for the benefit of VENDOR; or (ii) CLIENT’s product or other related CLIENT technologies, respectively for the benefit of CLIENT. Accordingly, if either party provides Feedback to the other party, both parties agree that the other party and its respective CLIENTs may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the (i) SOFTWARE or other related technologies; or (ii) CLIENT’s products or other related technologies, respectively, without the payment of any royalties or fees. CLIENT agrees that VENDOR shall be free to use any general knowledge, skills and experience, (including, but not limited to, ideas, concepts, know-how, or techniques) (“Residuals”), contained in the (i) Feedback provided by CLIENT to VENDOR; (ii) CLIENT’s products shared or disclosed to VENDOR in connection with the Feedback; or (c) CLIENT’s confidential information voluntarily provided to VENDOR in connection with the Feedback, which are retained in the memories of VENDOR’s employees, agents, or contractors who have had access to such Residuals. Subject to the terms and conditions of these TERMS, VENDOR’s employees, agents, or contractors shall not be prevented from using Residuals as part of such employee’s, agent’s or contractor’s general knowledge, skills, experience, talent, and/or expertise. VENDOR shall not have any obligation to limit or restrict the assignment of such employees, agents or contractors or to pay royalties for any work resulting from the use of Residuals.
FEEDBACK FROM EITHER PARTY IS PROVIDED FOR THE OTHER PARTY’S USE “AS IS” AND BOTH PARTIES DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. BOTH PARTIES DO NOT REPRESENT OR WARRANT THAT THE FEEDBACK WILL MEET THE OTHER PARTY’S REQUIREMENTS OR THAT THE OPERATION OR IMPLEMENTATION OF THE FEEDBACK WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE FEEDBACK, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Freedom of Action
CLIENT agrees that these TERMS is nonexclusive and VENDOR may currently or in the future be developing software, other technology or confidential information internally, or receiving confidential information from other parties that maybe similar to the Feedback and CLIENT’s confidential information, which may be provided to VENDOR in connection with Feedback by CLIENT. Accordingly, CLIENT agrees that nothing in these TERMS will be construed as a representation or inference that VENDOR will not develop, design, manufacture, acquire, market products, or have products developed, designed, manufactured, acquired, or marketed for VENDOR, that compete with the CLIENT’s products or confidential information.
No Implied License
Under no circumstances should anything in these TERMS be construed as VENDOR granting by implication, estoppel or otherwise, (i) a license to any VENDOR product or technology other than the right to host the SOFTWARE; or (ii) any additional license rights for the SOFTWARE other than the hosting right expressly granted in these TERMS.
CLIENT acknowledge that the SOFTWARE is subject to European Union and Czech export jurisdiction. CLIENT may not use or otherwise export or reexport the SOFTWARE except as authorized by European Union and Czech Republic law and the laws of the jurisdiction in which the SOFTWARE was obtained. CLIENT also agree CLIENT will not use the SOFTWARE or any purposes prohibited by the European Union or Czech Republic law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
These TERMS will be governed by and construed in accordance with the laws of the European Union, especially those of the Czech Republic, as applied to TERMSs entered into and to be performed entirely within the European Union (especially the Czech Republic) between European Union (especially Czech) residents. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of these TERMS shall continue in full force and effect.
If any provision of these TERMS is inconsistent with, or cannot be fully enforced under, the law, such provision will be construed as limited to the extent necessary to be consistent with and fully enforceable under the law. These TERMS constitute the entire TERMS between the parties with respect to hosting and using the SOFTWARE and supersedes all prior or contemporaneous understandings and TERMSs regarding such subject matter. No amendment to or modification of these TERMS will be binding unless in writing and signed by VENDOR. Any translation of these TERMS is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of these TERMS shall govern.
Third Party Software