License agreement

Version 1.02

1. Parties to the Agreement

This agreement [Agreement] is made between:

CAFFEINE MINDS spółka z ograniczoną odpowiedzialnością (a limited liability company) with its registered office in Poland, Poznań, ul. Jasielska 16 - the supplier of GRAVITY.INTEGRATION software

and the Licensee.

From the moment of registration, CAFFEINE MINDS shall maintain a record, including the full name and address of the Licensee, as a party to this Agreement.

2. Subject Matter of the Agreement

CAFFEINE MINDS grants a license to the GRAVITY.INTEGRATION software to the Licensee for the following purposes:

If the Licensee is an IT company building IT solutions for other businesses:

• The Licensee has the right to install, test and use the GRAVITY.INTEGRATION software free of charge, with full functionality;
• The Licensee has the right to use the GRAVITY.INTEGRATION software free of charge as part of its IT project built for other businesses.

3. Date of Execution of the Agreement

The Agreement is concluded at the time of the Licensee’s registration with GRAVITY.INTEGRATION, which takes place immediately after installation on the Licensee’s device and the first start-up of GRAVITY.INTEGRATION. Use of GRAVITY.INTEGRATION constitutes acceptance of, and an obligation to comply with, this Agreement.

4. Term of the Agreement

The Agreement shall become effective as of the date of its conclusion.

The Agreement is entered into for an indefinite period of time and shall terminate upon uninstallation of GRAVITY.INTEGRATION from the Licensee’s device.

5. Fees

The license for GRAVITY.INTEGRATION granted in accordance with the terms of this Agreement for the purposes of:

• installation, testing, use of GRAVITY.INTEGRATION as part of an IT project built for other business entities;
• use of GRAVITY.INTEGRATION software to its full extent for evaluation and training purposes;

is free of charge.

The license for GRAVITY.INTEGRATION granted under the terms of this Agreement for:

• use of GRAVITY.INTEGRATION software in part or in full for actual data processing (during routine processing of actual business events)

is subject to a license fee, and the Licensee shall pay 999 EUR (net) for each year of the term of the Agreement. The price is subject to change for each subsequent year of use, of which the Licensee will be informed with at least 30 days’ prior notice.

6. License

CAFFEINE MINDS declares that it holds exclusive and unrestricted copyright, free from any claims or rights of third parties, in the GRAVITY.INTEGRATION software as a whole, as well as in its modular parts. Accordingly, CAFFEINE MINDS is entitled to grant a license to use the GRAVITY.INTEGRATION software on the terms set forth in this Agreement.

CAFFEINE MINDS grants the Licensee a non-exclusive, perpetual, worldwide license to use the Software, without the right to grant sublicenses, in the following fields of use:

• installing the GRAVITY.INTEGRATION software into the memory of the Licensee’s device;
• creating training-use copies of the GRAVITY.INTEGRATION software for the Licensee’s internal needs;
• using the GRAVITY.INTEGRATION software for the purposes set out in Section 2 (Subject Matter of the Agreement).

7. Warranties

Functional Scope

The GRAVITY.INTEGRATION software is developed according to CAFFEINE MINDS’ design and is provided “as is,” “with all faults,” and “as available.” By entering into this Agreement, the Licensee acknowledges and accepts the functional scope of the GRAVITY.INTEGRATION software as of the date of this Agreement and confirms that it is not entitled to request any changes or extensions.

Defects

The Licensee has the right to report defects in GRAVITY.INTEGRATION software using the functions available within the software or directly through the website. CAFFEINE MINDS shall have the exclusive right to assess the validity of the reported defect. If CAFFEINE MINDS confirms the defect, the reported defect shall be remedied.

8. Liability

Under this Agreement for the free license of the GRAVITY.INTEGRATION software, CAFFEINE MINDS and the Licensee exclude CAFFEINE MINDS’ liability for damages arising from the performance of the Agreement to the maximum extent permitted by law. In particular, the Licensee shall not be entitled to assert any indirect, incidental, or consequential claims, including claims for lost profits, etc., of any kind. For any remaining liability not excluded by the above provisions, CAFFEINE MINDS’ liability shall be limited to an amount of 1 EUR for all violations, as agreed with the Licensee.

9. Extension of warranty and liability

CAFFEINE MINDS may agree to extend its warranty and liability to a company using the GRAVITY.INTEGRATION software and to a company implementing IT projects based on the GRAVITY.INTEGRATION software.

In such a case, the parties involved should conclude an independent agreement.

10. Right to sublicense

CAFFEINE MINDS may agree to transfer the right to grant sublicenses to a company implementing IT projects based on the GRAVITY.INTEGRATION software.

In such a case, the parties involved should conclude an independent agreement.

11. Confidentiality

CAFFEINE MINDS undertakes to keep confidential the data necessary for the Licensee’s registration.

Each Party undertakes to maintain the confidentiality of all confidential information of the other Party obtained in connection with the conclusion and performance of this Agreement.

12. Miscellaneous

Any amendments to this Agreement must be made in the same form in which it was concluded, failing which they shall be null and void.

Matters not regulated by this Agreement shall be governed by Polish law, in particular the provisions of the Civil Code, unless the conflict of laws rules require the application of another law.

Any disputes arising from this Agreement shall be resolved by the court of general jurisdiction with competent subject-matter jurisdiction in Poznań (Poland), unless the conflict of laws rules require the matter to be submitted to a different jurisdiction.