This Agreement applies to Hackolade for Community and Professional editions, and the experimental VR viewer. Other Hackolade products are covered by other agreements.
A patent application has been filed and is pending for the "METHOD AND SYSTEM TO GRAPHICALLY MODEL SCHEMAS FOR NOSQL DOCUMENT DATABASES AND REST API’S".
Hackolade means Hackolade, a brand and product of IntegrIT SA/NV (BE 0477.231.387) located at Zwaluwenlaan 16, 1650 Beersel, Belgium.
Authorized Machine means a single installation of a copy of the Product on a single physical computer.
Authorized Use means the defined number of copies or instances of the Product that may be used by Licensee, and where applicable, limited to the number of Authorized Machines, as designated in the Quote/Receipt/Invoice issued by Hackolade.
Authorized User means a person or user account who is licensed to use the Product, regardless of whether that person is an employee, contractor, subcontractor, vendor, partner or customer of the Licensee.
Commencement Date means the date on which Licensee first installs Product for the first time.
Desktop Version means a version of the Product that works outside the browser, as a standalone application.
License means the right to use the Product as defined by Authorized Use.
Licensee means the individual or entity (inclusive of affiliates and subsidiaries) that has licensed the Product under the terms and conditions of this Agreement.
Maintenance Start Date means the beginning date of the Software Maintenance period, as designated in the Quote/Receipt/Invoice issued by Hackolade, or the Invoice date if no beginning date is specified.
Product means the Hackolade product defined in the Quote/Receipt/Invoice delivered by Hackolade to Licensee, including any documentation and updates provided under the terms of this Agreement in accordance with Clause 5.
Protected Code means source code contained within the Product that is protected by Hackolade against access.
A one-time fee paid by Licensee to Hackolade, as designated by Product, in consideration for the Authorized Use of the Product. License fee is payable upon acceptance of the terms and conditions set out herein. License fee is nonrefundable after 60 days from the date payment is received by Hackolade.
Subject to the terms of this Agreement, including limitations defined by the License, Hackolade hereby grants to Licensee, and Licensee accepts from Hackolade, a perpetual, irrevocable (except pursuant to Clause 12 below), fully paid, worldwide, non-exclusive, non-transferable (except pursuant to Clause 18 below), non-sublicensable (except to Licensee’s related entities) License to use the Product as defined by Authorized Use.
Except as described in this Agreement and save as provided in Clauses 13, 14 and 16 below, the Product is provided on an “as is” and "as available" basis without warranty, express or implied, of any kind or nature, including, but not limited to, any warranties of performance or merchantability or fitness for a particular purpose, including without limitation that Hackolade does not warranty that the Product will be error-free, complete, or correct. Hackolade provides evaluation copies of the Product so that customers can assess the Product.
Upon receipt of Licensee Fee from Licensee, Hackolade will (a) supply the Licensee with the Product via electronic download; and (b) provide Software Maintenance as defined in Clause 6 below.
Software Maintenance includes Hackolade’s provisioning to Licensee Product minor-version updates (1.x but not 2.0 and later) and/or enhancements made generally available to customers from time to time. Software Maintenance also includes online technical support via online forums only (no email, instant messenger or phone support) to one Licensee-designated technical contact for the sole purpose of addressing technical issues relating to the use of the Product, for a period of twelve (12) months from the Maintenance Start Date. No additional support will be provided after that.
The Hackolade VR viewer is an experimental application, provided free of charge, without any maintenance or support.
The Licensee must at all times: (a) ensure that only an Authorized User may use the Product and only for Authorized Use in accordance with the terms and conditions of this Agreement; (b) promptly advise Hackolade, including in writing, if the Licensee becomes aware of any unauthorized use or distribution of the Licensee's License Information (Name and Key) by any person.
Licensee may not, whether through deliberate or negligent act or act of omission, distribute or cause the distribution of the Product to any third party other than an Authorized User.
If Hackolade reasonably suspects that the Product has been distributed to or obtained by any person or party without Hackolade’s prior written consent, Hackolade has the right to reasonably request once per calendar year from the Licensee an unqualified certificate executed by the Licensee’s auditor or authorized representative at the Licensee’s cost for the purpose of verifying compliance with Authorized Use of the Product.
Licensee will not, without the prior written consent of Hackolade, which may be withheld in Hackolade’s sole discretion and which may include certain conditions:
Licensee must not modify or alter those features to try to defeat the Product use rules that the license protection mechanisms are designed to enforce.
The term of this Agreement begins on the Commencement Date and will continue in full force and effect unless terminated in accordance with Clause 12 below.
Licensee may terminate this Agreement at any time by destroying all copies of the Product in its possession. Either party hereto may terminate this Agreement if the other party commits a material breach and such party does not cure such material breach within thirty (30) days of written notice of such breach. Licensee agrees upon termination of this License to destroy all copies of the Product in its possession.
Hackolade reserves the right to discontinue the Product at any time. In this event, Hackolade will announce an End-Of-Life date on the Hackolade website. The End-Of-Life date will be at least 12 months after the announcement date. Hackolade will honor the terms of this Agreement until the End-Of-Life date. Should Licensee’s Software Maintenance period exceed the End-Of-Life date, Hackolade will offer a refund for any unused maintenance time. At the End-Of-Life date, this Agreement will terminate.
Clauses 1, 4, 8 – 10, 13 – 24 shall survive any termination of this Agreement.
Excluding Hackolade’s indemnification obligations described in Clause 13 hereof, neither party hereto will be liable to any third-party for any loss, damage, cost, expense or other claim (including consequential, directly, indirect, special, punitive or other damages and loss of data or profits) in relation to this Agreement or the Product including, without limitation: (a) any use or reliance on a Product by the third-party (including the form and content of errors in and/or omissions from any information contained in a Product); (b) any delay, interruption or other failure in the provision of the Product; or (c) any change in the form or content of the Product. Excluding Hackolade indemnification obligations described in Clause 13 hereof, in no event will either party’s liability under any claims arising out of this Agreement exceed the fees paid by Licensee under this Agreement. Except for each party's indemnification obligations or breach of Clause 2 (“Licensee Fee”), 8 (“Unauthorized Use or Distribution”), or 10 (“Licensee’s Restrictions”), neither party will be liable for lost profits or for special, indirect, incidental or consequential damages, regardless of the form of action, even if such party is advised of or aware of the possibility of such damages. The foregoing liability limitations shall apply to the maximum extent allowed by applicable law. To the extent the foregoing liability limitations or the warranty disclaimers of Clause 4 are not allowed by applicable law, then the liability of Hackolade, and the remedy of Licensee, shall be limited to the prompt: (d) re-supply of any defective Product; or (e) refund of any license fees paid by Licensee for such defective Product.
This Agreement only confers the right to use the Product and does not convey any rights of ownership in or to the Product. The Licensee acknowledges that the Product and all intellectual property rights in relation to the Product are the property of Hackolade and Hackolade is entitled to take whatever action it may decide in order to protect its intellectual property rights in the Product. Hackolade does not claim intellectual property rights over models created with the Product.
With respect to open source software, Hackolade hereby represents and warrants:
All open source software included in Hackolade Product is listed on Exhibit A attached to this Agreement.
Licensee may not amend this Agreement without prior written consent of Hackolade. Licensee may assign this Agreement to succeeding parties in the case of a merger, acquisition or change of control so long as in doing so, Hackolade is notified in writing via email to firstname.lastname@example.org within ninety (90) days of the closure of such transaction. If Licensee merges into or with a direct competitor of Hackolade, as determined in Hackolade’s sole discretion, then this Agreement will automatically terminate as of the effective date of such merger. Hackolade may assign its rights and obligation under this Agreement without consent of Licensee.
Payments made by the Licensee under this Agreement exclude any taxes or duties payable in respect of the goods or services supplied in the jurisdiction where the payment is made or received. To the extent that any such taxes or duties are payable by Hackolade, the Licensee must pay to Hackolade the amount of such taxes or duties in addition to the license fee under this Agreement unless Licensee is exempt from paying such taxes or duties at the time such taxes or duties are levied or assessed. Hackolade will provide the Licensee with documents requested by Licensee necessary to enable the Licensee to obtain a tax or duty refund or credit.
This Agreement is governed by the laws of Belgium, regardless of conflict of law provisions, and the parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the courts in Brussels, Belgium.
The prevailing party in any legal action or arbitration relating to this Agreement will be entitled to recover its attorneys’ fees and litigation costs and expenses incurred in connection with such action or arbitration as part of the same proceeding.
This Agreement may be executed in any number of counterparts, each of which will be an original and all of which will constitute together one and the same document.
The failure of either party hereto to prosecute its rights with respect to a breach hereunder will not constitute a waiver of the right to enforce its rights with respect to the same or any other breach.
Hackolade may give notice by means of a general notice on the Hackolade website, electronic mail to your e-mail address on record with Hackolade, or by written communication sent by postal mail to the Licensee's address on record. Such notice will be deemed to have been given upon the expiration of 48 hours after mailing or posting or 12 hours after sending (if sent by email). The Licensee may give notice to Hackolade at any time by any of the following: letter delivered by internationally recognized overnight delivery service or registered postal mail to Hackolade’s addresses on its website.
Licensee agrees that the Product will not be shipped, transferred or exported into any country or used in any manner prohibited by any export laws, restrictions or regulations.