CKSource Software Support Agreement

NOTICE:

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCEPTING IT. WHEN YOU CONFIRM THIS AGREEMENT YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS SPECIFIED HEREIN. IF ANY PERSON OR LEGAL ENTITY USES OR INSTALLS THE SOFTWARE ON YOUR BEHALF PRIOR TO YOUR USE OF THE SOFTWARE, SUCH PERSON OR LEGAL ENTITY WILL BE DEEMED TO BE YOUR PROXY ACTING ON YOUR BEHALF AND YOU WILL BE DEEMED TO HAVE ACCEPTED ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AS IF YOU HAD USED OR INSTALLED THE SOFTWARE. IF ANY PERSON OR LEGAL ENTITY ORDERS OR ACQUIRES THE SOFTWARE ON YOUR BEHALF, SUCH PERSON OR LEGAL ENTITY SHALL BE DEEMED AS DULY EMPOWERED TO ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT ON YOUR BEHALF AND YOU WILL BE DEEMED TO HAVE ACCEPTED ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AS IF YOU HAD ORDERED OR ACQUIRED THE SOFTWARE DIRECTLY.

ANY PERSON OR LEGAL ENTITY WHO USES OR INSTALLS THE SOFTWARE ACTING ON YOUR BEHALF IS OBLIGED TO PROVIDE YOU ACCESS TO THE SOFTWARE NOT EARLIER THAN THE PROVIDING OF THIS AGREEMENT AND LEGAL EVIDENCE AND SHALL BE DEEMED TO BE A USER OF THE SOFTWARE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AS LONG AS THIS PERSON OR LEGAL ENTITY RETAINS A COPY OF THE SOFTWARE.

This document (“Agreement”) is a legal agreement between You, either an individual or a Legal Entity, and CKSource Holding sp. z o.o., with its registered office in Warsaw, at ul. Okopowa 58/72 12th floor, 01-042 Warsaw, Poland, NIP number 5252860727, REGON: 388793391 (“CKSource”), covering Your permissions to benefit from support services as defined hereby.

  1. Definitions

    “Agreement Name” shall mean the name used to reference this Agreement in any context, which is “CKSource Software Support Agreement 4.0”.

    “Software” shall mean the copyrighted material owned by CKSource, subject to the terms of this License. The Software is publicly, uniquely, and in its entirety, recognizable by a trademark name owned by CKSource (“Software Name”).

    “Software Release” or “Release” shall mean a set of files distributed by CKSource, or anyone authorized to distribute it, that represents the Software. A Release is uniquely identified by the Software Name and a code. Such code is generally referenced as the Software version or revision number, or a combination of both.

    “Website” shall mean a website (i) owned by You, or (ii) produced by You and to which the owner grants You the permission to act on behalf of the owner and on which You, under terms of this Agreement intend to manage its content. For the purpose of this Agreement Website shall mean (i) collection of internet or intranet pages placed in a computer server-based file archive so that is available for the public or internal viewing by the Website's visitors. A website used for SaaS distribution is not a valid Website for the purposes of this Agreement.

    “Application” shall mean a single software component (i) owned by You, or (ii) to which the owner grants You the permission to act on behalf of the owner. For the purpose of this Agreement Application shall be (i) a set of mathematical codes, programmes, routines, and other functions that control the functioning and operation of a computer's hardware and (ii) is utilized by You, your customers or contractors based on a predefined interaction plan between end users and Software Release and for the specific business process or processes which are not directly related to managing content on the Websites.

    “SaaS” shall mean software that is based on one set of common code and data definitions that is consumed in a one-to-many model by all contracted customers at anytime on a pay-for-use basis or as a subscription based on use metrics.

    “Development Activity” shall mean the act of interacting with the Software or one of its Releases, in any number of Websites owned or produced by You, with the intent of installation, customization, configuration, testing, documentation, or any other software development activity related to the Software.

    “Developer” shall mean an Employee designated by You to perform Development Activities.

    “Hostname” shall mean a unique name by which a website is reachable in a network. This includes, but is not limited to, a website IP address. (For example, if a website is reachable by the Internet address “http://www.example.com/”, the Hostname is “www.example.com”.) Subdomains of a Hostname are considered different Hostnames.

    “Employee” shall mean a person who is hired for a wage, salary, fee or payment to perform work for You. This includes the common understanding for employees and contractors.

    “Legal Entity” shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control of that entity. For the purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.

    “Effective Date” means the date on which the Legal Evidence is made effective.

    “You” (or “Your”) shall mean an individual or a Legal Entity exercising permissions granted by and accepting this Agreement.

  2. Scope of Agreement

    Subject to the terms and conditions of this Agreement, CKSource hereby grants You, in accordance to any restriction, as defined in Section 3, access to support services related to Development Activities. Unless stated otherwise in the Legal Evidence, You are not entitled to access support services for the use of the Software in Applications or SaaS.

    It is agreed that in exchange for the service set forth herein, you will pay a fee (“Support Fee”). The fee value will be specified by CKSource at the moment of the purchase.

    All rights of any kind to the Software are entirely and exclusively reserved to and by CKSource. The Software is protected by applicable national and international laws and treaties.

  3. Restrictions

    This Agreement may be offered to You under different options that imply specific restrictions to Your ability to enter this Agreement. Among others, the following are some of the restrictions that may apply:

    • a. “Websites Limit”: assembling the Software into a maximum limited number of Websites (“Sites”). The Hostname of any or all the Sites may be specified at the moment of purchase or at any moment during the Support Period. As an exception, Hostnames prefixed with “www.” are considered a single Hostname with a similar Hostname that misses that prefix only and both together count as one Website.
    • b. “Employees Limit”: the maximum limited number of Employees at the Effective Date. Automatic Renewals, as described in Section 7, are valid only if this limit is still valid at renewal date.
    • c. “Support Requests Limit”: the maximum limited number of Support Requests per each calendar month.

    Restrictions, or the absence of them, must be clearly specified in the Legal Evidence. Nonconformance with the restrictions constitutes a breach to this Agreement.

  4. Agreement Acceptance

    This Agreement is automatically accepted by both parties as long as You are in possession of a legal evidence (“Legal Evidence”) that the acceptance has taken place. The Legal Evidence can be represented by (i) a copy of this Agreement signed by You and CKSource or (ii) a valid Certificate of Agreement, provided by CKSource and addressed to You. The Legal Evidence must precisely indicate this Agreement Name, the Software Name and a summary of restrictions as described in Section 3.

    Legal Evidences for different combinations of restrictions, Sites, Applications and SaaS will not restrict each other and will not interfere in the rights granted to You by each of them.

    Legal Evidences are not transferable to different Sites, Applications and SaaS.

  5. Support

    In accordance with Section 3, CKSource shall provide support for Developers for the period of 365 days following the Effective Date (“Support Period”). Support shall be limited to electronic messaging access. CKSource shall keep You informed, either per CKSource readiness or by following your request, including changes to it, about the rules and procedures that You must perform to enjoy support under the terms of this Agreement. Support topics shall be limited to the following (each a “Support Request”):

    • a. providing information in relation to the standard Software installation & configuration procedures,
    • b. providing information about using Software's default features and functions,
    • c. providing information about contents of Software's standard documentation,
    • d. bug reporting.

    The number of Support Requests that CKSource is entitled to accept from You may be limited, as specified in Section 3. CKSource may refuse Support Requests that exceed these limits, if any. The decision, if one of the questions raised by You during providing support services by CKSource is a new Support Request, shall be solely made by CKSource support engineer.

    CKSource is not in any way obliged to perform bug fixing or custom development activities as a result of a Support Request.

  6. Support Fee

    In consideration for the support services provided during the Support Period, You shall pay a fee (“Support Fee”). The Support Fee and the amount shall be specified by CKSource at the moment of the purchase as a single unified price.

    The fees listed in this Agreement do not include taxes. If CKSource is required to pay any sales, use, property, excise, value added, gross receipts, withholding or other taxes levied on the Software or support under this Agreement or on Your use thereof, then such taxes shall be billed to and paid by You. This Section does not apply to taxes based on CKSource net income, franchise taxes or CKSource's employer contributions and taxes.

    You understand that CKSource uses third-party paying agents to process selected payments. You understand that until payments are not received and verified by the paying agent, this Agreement is not valid.

    All payments made hereunder are nonrefundable. You may not withhold or set off any amounts due under this Agreement. Failure to pay any fee when due shall constitute a material breach of this Agreement. In addition, if You fail to make any payments when due for support, upon written notice to You, CKSource shall cease providing support.

  7. Automatic Renewal

    You may opt to automatically extend the expiration date for the Support Period by successive cycles of 365 days (each one a “Renewal”). In such case, you agree to pay a fee for each Renewal at the beginning of each cycle. The annual Renewal fee shall be informed by CKSource at the moment of the purchase and optionally agreed by you.

    If you opted to have automatic Renewals, CKSource shall send you a payment request for the Renewal fee at any moment following the first day of each Renewal period. You shall perform the full payment in 30 calendar days following the payment request.

    Both parties can discontinue the automatic Renewals by written notification to the other party before the beginning of extension cycles.

  8. Reservation of Rights and Ownership

    CKSource reserves all rights not expressly granted to You in this Agreement. The Software is protected by copyright and other intellectual property laws and treaties. CKSource owns the title, copyright, and other intellectual property rights in the Software. This Agreement does not grant you any rights to the Software's trademarks or services.

  9. Termination

    Without prejudice to any other rights, this Agreement automatically terminates if You fail to comply with the terms and conditions of this Agreement. You may terminate this Agreement at any time without cause. In case of termination, in any circumstance, payments issued by You will not be reimbursed.

  10. Exclusion of Incidental, Consequential and Certain Other Damages

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CKSOURCE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATON, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT, AND EVEN IF THE OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  11. Limitation of Liability

    In no event shall CKSource's liability exceed the license fee paid, if any.

  12. Governing Law and Venue

    This Agreement shall be construed and controlled by the laws of Poland, and You and CKSource further consent to exclusive jurisdiction by the courts of Poland.