- This License Agreement governs the use of the Elements as defined below. It is a binding agreement between the Licensor and you, the Client. Client and Provider shall also be referred to as "Parties".
- This License Agreement shall be referred to as "Easy Software Commercial License 2.0" or "ESCLv2.0". The Licensor may publish revised versions of this License Agreement occasionally. Each version of the License shall be given a distinct number.
- By downloading, accessing, modifying, or otherwise using the Elements, the Client consents to all of the terms and conditions of the License as is defined below. Should the Client not agree with those, the Client should refrain from downloading, accessing, modifying, or otherwise using the Elements.
- The defined License is a commercial open-source license by its nature. While this License supports and encourages open-source usage, it also includes specific terms and conditions for such use. The License outlines these terms, detailing the permitted uses, restrictions, and obligations for the Client, ensuring a balance between the open access of the Client and the rights of the Licensor.
- It is the Client's responsibility and the Licensor strongly encourages the Client to review the license in full to understand its rights and responsibilities under the terms of this License.
1. Terms of the license
The Client may Use the Elements exclusively under the following terms and conditions:
1.1. Copyright Notice. All proprietary copyrights and other intellectual property rights to the Elements belong to the Licensor and/or any third parties whose works were either incorporated into the Elements and/or are used jointly with the Elements. The Client is therefore obliged to use Elements only within the scope of the License provided and with regard to partial parts of the Elements governed by third-party licenses only within the scope of such third-party licenses.
1.2. License. The Client by the conclusion of this License Agreement acquires a nonexclusive license to the Elements for one or more users depending on the number of established user accounts in the main Software. The Client is entitled to modify the Elements, including their source code as well as install any third-party solutions that may work with the Elements exclusively for its internal purposes and for internal and non-commercial use within the organization of the Client. Such Modifications shall, however, always be subject to a notification to the Licensor without undue delay. The License applies to all updates or adjustments to Elements that will be performed by the Licensor throughout the duration of this License. Nothing in this License restricts the right of the Licensor to update, modify, or otherwise adjust and/or discontinue the provision and further development of Elements (or its parts) altogether.
1.3 Download. In the event the Elements are provided on the Client’s server, the Client is entitled to download the source code of the Elements. If the Elements and/or Software are provided through the web interface, the Client has no right to obtain the source code to the Elements, nor to view it, modify it, or interfere with it in any way and nothing in this License Agreement shall entitle the Client to engage in such actions.
1.4. Royalties. The royalties for the grant of the License under this Agreement are included in the license fee for the Software stipulated under a separate agreement between the Licensor and the Client.
1.5. Scope. The License is granted for a time-limited period agreed between the Parties in a separate agreement for the provision of Software; is personally limited to the number of users for which the Software was purchased and/or otherwise licensed to the Client; is restricted by the number of environments for which the separate agreement for the provision of Software was concluded between the Parties; however, the License is not limited territorially with the exception of the areas, regions and/or countries which are put on a sanction list by the United States of America, United Kingdom, Czech Republic and/or European Union. For the avoidance of doubt, the user and environment limit does not prohibit the Client to download and install the Elements on multiple different servers in order to achieve high-availability, performance distribution, testing environment or to divide the Software into separate agendas unless such actions are used to circumvent the scope of the agreed License.
1.6. No Other Rights. All rights not expressly granted herein are retained by the Licensor.
2. Other restrictions
2.1. No Assignment or License. Notwithstanding the third-party license limitations that apply, the Client shall not be entitled to grant or assign the License, nor license or sub-license the Elements to any third party without prior written consent of the Provider. Notwithstanding specific third-party license provisions, the Client is also not entitled to rent the Elements or otherwise make the Elements available, both free of charge or for consideration, to the third parties without prior written consent of the Licensor.
2.2. Non-Commercial Use. The Client cannot distribute or otherwise use commercially these Elements and/or Modifications or include them in any commercial package or extension without prior written consent of the Licensor nor is the Client entitled to provide the Elements to any third party in any other way not expressly described in this License Agreement.
3. Other obligations
3. 1. Notices. When the Client modifies the Elements, the Client agrees to:
(i) attach a notice stating that any and all such products are Modifications; and
(ii) attach a notice stating that any and all the Modifications shall be released exclusively under this License Agreement and with all restrictions applicable as if the Modifications would be considered Elements under this License and created by the Licensor.
4. Common provisions
4.1. Termination. The Licensor reserves the right to restrict the Use of the Elements in violation of this License Agreement, upon which any licenses granted to the Elements will automatically terminate.
4.2. Contractual Penalty. The Licensor shall be also entitled to a contractual penalty in the amount of 250,000 EUR for any breach of the License which shall be payable and due on request of the Licensor.
4.3. Modifications. Unless explicitly agreed otherwise between the Licensor and the Client in writing, any Modification created by the Client shall be subject to the restrictions under the terms and conditions of this License and the separate agreement between the Licensor and the Client. Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate agreement the Client may have executed with the Licensor regarding the Elements or Modifications.
4.4. Trademarks and related assets. Nothing in this License Agreement permits the Client:
(i) to make Use of the Licensors’ trademarks, trade names, or logos,
(ii) otherwise suggest endorsement by the Licensor, or
(iii) misrepresent the relationship between the Parties. Any rights not expressly granted herein are reserved by the Licensor.
4.5. Disclaimer of Warranty. Except as expressly provided otherwise herein or in a separate agreement between the Licensor and the Client, and to the fullest extent permitted by law, Licensor provides the Elements AS IS, and Licensor disclaims all warranties or guarantees of any kind, express or implied, whether arising under any law or from any usage in trade, or otherwise including but not limited to the implied warranties of merchantability, non-infringement, quiet enjoyment, fitness for a particular purpose, or otherwise. The Client is solely responsible for determining the appropriateness of the Elements and Modifications for its own purposes (including the Use of the Elements and Modifications, and assumes any risks associated with its exercise of permissions under this License Agreement.
4.6. Limitation of Liability. In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall the Licensor be liable to the Client for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License Agreement or out of the Use or inability to Use the Elements (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, model failure or malfunction, or any and all other commercial damages or losses), even if such Licensor has been advised of the possibility of such damages.
4.7. Accepting Warranty or Additional Liability. While sharing the Elements or Modifications of the Elements thereof, Client may act only on its own behalf, within the limits of this License and on its own sole responsibility, not on behalf of Licensor. The Client hereby agrees to indemnify, defend, and hold Licensor (and its successors or assigns) harmless for any liability incurred by, or claims asserted against, such Licensor (and its successors or assigns) by reason of the Client accepting any such additional warranty or liability.
4.8. Severability. This License Agreement is a contractual binding agreement between the Client and the Licensor. If any provision of this License Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall be unaffected thereby and remain valid as if such provision had not been set forth herein.
4.9. Binding Version. The official version of this License Agreement has been drafted in English and shall be considered the only binding version. Any translated version of this License Agreement is provided solely for the convenience of the Client through machine translation and does not carry legal weight. In the event of any discrepancies or conflicts between the English version and any translated version, the English version shall prevail in all matters.
5. Definitions
- “Elements” refer to all images, cascading style sheets, and JavaScript used jointly with the Easy Redmine and/or Easy Project solution, the specific Easy AI solution, as well as all software that is not created nor derived from the GNU/GPL2 licensed software (including Redmine), other copyleft, commercial, or otherwise incompatible license nor established and used as an integral and/or inseparable part of the Software. For the avoidance of doubt, the Elements are not compiled together with the GNU/GPL software and are sent independently of the GPL code, the Elements fully comply with the mere aggregate doctrine, and as such shall not be considered to be a combined work with the GNU/GPL software.
- "License Agreement" refers to this license agreement.
- “Modifications” refer to all changes to the Elements, including without limitation derivative works of the Elements. To “Modify” shall be broadly interpreted to include, but not be limited to, any alteration, adaptation, improvement, enhancement, or derivative work of the Elements. This includes changes to the source code, integration with other software or systems, and any other form of customization or alteration made to the Elements.
- “Software” refers to the software products that the Licensor makes available to the Client under a separate agreement and under, usually, the GPLv2 license, including Easy Redmine and Easy Project. For further details please refer to the license notices in the relevant Software.
- “Use” refers to anything the Client or its representatives do with the Elements, including but not limited to generating any outputs, fine-tuning, updating, running, training, evaluating, parametrizing and/or otherwise Modifying the Elements.
