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 sp. z o.o. sp.k., with its registered office in Warsaw, at ul. Zygmunta Słomińskiego 15 lok. 508, 00-195 Warsaw, Poland, NIP number 5252621537, REGON: 361766395 (“CKSource”), covering Your permissions to reproduce and distribute the Software under the License terms defined hereby.
“Agreement Name” shall mean the name used to reference this Agreement in any context, which is “CKSource Software License Agreement 4.0” or “CKSource License 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.
“Release Date” shall mean the day that CKSource started distributing a Release.
“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.
“Server” shall mean a network computer with one or more computer central processing units (CPU's) that operates for the exclusive purpose of hosting Production Websites or Websites.
“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.
“Production Website” shall mean a Website with the Software installed, which already had Development Activities performed, and that has been delivered to end-users for production usage. Maintenance activities performed on Production Websites, excluding software development activities related to the Software, are not considered 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 the License and accepting this Agreement.
Grant of License
Subject to the terms and conditions of this Agreement, CKSource hereby grants You, in accordance to any restriction, as defined in Section 4, a non-exclusive, perpetual, irrevocable, royalty free, worldwide license (“License”) to use, reproduce, modify, and distribute a Software Release in Websites. This license does not allow You to use, reproduce, modify, sublicense and distribute a Software as embedded into single or many Applications or/and SaaS. This license does not allow You to use, reproduce, modify and distribute a Software as a software component of any of your commercial software products including those that are used by your customers to manage content on their Websites.
You should carefully read the following terms and conditions before using, installing, copying, or distributing the Software. Unless otherwise agreed in writing by CKSource, your use, installation, copying, or distribution of the Software indicates your acceptance of this License.
Scope of License
You can use, install, copy, and distribute the Software as provided in this Agreement solely for the purpose of managing content on the Websites. You may not rent, lease, loan, sublicense, reverse engineer, decompile, disassemble, or create derivative works based on the Software, in whole or in part, nor permit anyone else to do so.
It is agreed that in exchange for the license set forth herein, you will pay a license fee (“License Fee”). The fee value will be specified by CKSource at the moment of the purchase.
All rights of any kind to the Software, which are not expressly granted by this Agreement, are entirely and exclusively reserved to and by CKSource. The Software is protected by applicable national and international laws and treaties.
License Models and Restrictions
This Agreement may be offered to You under different license 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 Upgrade 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 12, 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.
If You did not pay the License Fee, You may use unlicensed copies of the Software for the exclusive purpose of demonstration. In this case You will be using the Software in “demo mode”. Without derogating from the forgoing, You may not use the Software in “demo mode” for any of your business purposes. The Software in “demo mode” shall only be used for evaluation purposes and may not be used or disclosed for any other purposes, including, without limitation, for external distribution. You may not remove the demo notices, if any, from the user interface of the Software nor disable the ability to display such notices nor otherwise modify the Software. Product support, if any, is not offered for the Software in “demo mode”.
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 License Ownership, 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 4.
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.
Limitation on Releases
This agreement is valid for all Releases of the Software with Release Dates within or before the 365 days that follow the Effective Date (“Upgrade Period”). CKSource has no obligation to provide you any Release that is not released for general distribution to other CKSource licensees. Nothing in this Agreement shall be construed to obligate CKSource to provide additional Releases to You under any circumstances.
In accordance with Section 4, 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 4. 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.
Whenever applicable, following a valid License purchase, a unique license key (the “License Key”) may be provided to You, which allows Software activation. The License Key is subject to the restrictions set forth in this License and may not be disclosed or distributed in any way. The disclosure or distribution of the License Key shall constitute a breach of this License, the effect of which shall be the automatic termination and revocation of any and all rights granted herein.
The original source code (“Source Code”) of the Software may be distributed by CKSource alongside its executable version, or as an integral part of it. You may modify and compile the Source Code. The Source Code or its modified version can be copied and distributed exclusively within the scope of this license, as defined in the “License Model” terms of this license, as long as a valid license has been purchased for the distribution target. CKSource retains all rights over the Source Code and all its modified versions. Redistributions of the Source Code and modified versions of it must contain the original headers and copyright notices. Modifications to the Source Code must be explicitly and entirely identified in the Source Code files. This section of the license supersedes all modification restrictions imposed by other sections. You are not allowed to remove copyright notices nor make changes to the license validation code present in the Source Code.
In consideration for the License granted in this Agreement during the term of this Agreement, You agreed to pay to CKSource a one-time fee (“License Fee”).
In consideration for the Software upgrades access and support services provided during the Upgrade Period and Support Period, You shall pay a yearly fee (“Annual Support and Upgrade Fee”).
The License Fee and the Annual Support and Upgrade Fee 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.
You may opt to automatically extend the expiration date for both the Upgrade Period and 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.
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. The Software is licensed, not sold. This Agreement does not grant you any rights to the Software's trademarks or services.
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.
You shall immediately discontinue distribution of Website, assembled with the Software, upon expiration or termination of this Agreement.
CKSource warrants that it has full title and ownership to the Software and has the authority to grant the license hereunder. To the best of CKSource's knowledge the Software does not infringe upon the intellectual property rights of any third party and that CKSource did not receive any notice regarding any alleged infringement thereof.
Disclaimer of Warranties
With the exclusion of warranties explicitly mentioned in Section 15, the Software and its related material are provided “AS IS” and without warranty of any kind. CKSource expressly disclaims all other warranties, expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.
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.
Limitation of Liability
In no event shall CKSource's liability exceed the license fee paid, if any.
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.
END OF AGREEMENT TERMS