License Agreement


License Agreement

On using Hastlayer for evaluation purposes

1. Introduction

Lombiq Technologies Ltd. (hereinafter: “Lombiq”, “Licensor”) a registered business entity located at Hungary, 1064 Budapest, Podmaniczky utca 57. 2/14. (EU VAT number: HU 24382391) hereby enters into the following Licensing Agreement (hereinafter: ‘’Agreement”) with Licensee (“Licensee”, together “Parties”), for Licensee to use Lombiq’s Hastlayer product (“Hastlayer”) for evaluation purposes free of charge.

Hastlayer automatically turns programs written for the .NET platform into equivalent logic hardware designs, potentially increasing the performance and lowering the power consumption of the application. Licensee receives access to source code and online services of Hastlayer to the extent needed to use Hastlayer for Licensee’s applications; parts of Hastlayer are usable as downloadable source code, parts are provided by Lombiq as online services ("Hastlayer Remote Services").

2. Agreement structure

Parties unanimously declare that

  • attached Exhibit 1 (Hastlayer Terms and Conditions) is coherent part of the Agreement,
  • the Agreement is focusing on the financial/commercial terms and conditions, meanwhile
  • Exhibit 1 determines the license agreement from a professional perspective.

3. Good faith and fair dealing

In carrying out their obligations under this Agreement Parties will act in accordance with good faith and fair dealing.

The provisions of this Agreement, as well as any statements made by the parties in connection with this licensing relationship, shall be interpreted in good faith.

4. Licensee’s rights

Licensee has the right to:

  • Use Hastlayer’s offline and online components as long as this Agreement is in effect.
  • Continue to use the hardware designs (VHDL sources) generated by Hastlayer from Licensee’s programs even after the termination of this Agreement. Licensee may also continue to use the transformable libraries included with Hastlayer in hardware form, however Licensee may only do so if those are utilized as part of a substantially larger custom generated logic developed by Licensee. Licensee may not use the transformable libraries on their own.

5. Licensee’s obligations

Licensee is obligated to:

  • Provide written feedback on the performance, usability and other aspects of Hastlayer as such matters arise, give bug reports and write feature requests as needed.
  • Exclusively use Hastlayer for activities allowed under current laws.

6. Lombiq’s rights

Lombiq has the right to:

  • Gather usage data of Hastlayer’s online services for the purpose of maintaining it in a good working order, to troubleshoot issues and to improve the system.
  • Periodically interview Licensee on their experiences with Hastlayer.

7. Lombiq’s obligations

Lombiq is obligated to:

  • Provide Licensee access to Hastlayer’s source code and online services to the extent needed to use Hastlayer.
  • Keep Hastlayer’s online services in good working order and inform Licensee on service disruptions.
  • Provide community-level support.

8. Mutual confidentiality

Parties may only disclose information about Lombiq, Hastlayer and Licensee that is publicly available or explicitly allowed by the other Party to be disclosed. All other publicly not available information Parties may learn about each other is to be kept confidential and not to be shared with any third parties. Parties state that these pieces of information constitute trade secrets and are under the protection of Section 2:47-48. of Act V of 2013 on the Hungarian Civil Code. Parties therefore oblige themselves to protect such confidential information at least to the degree used to protect their own confidential information and explicitly assume their financial, civil and criminal law liability for any breach of these obligations.

The obligations imposed under this Clause shall not apply to such confidential information that has to be disclosed under any applicable laws or regulations or due to a binding order of a court or a public authority.

For the avoidance of doubt, any confidential information of Licensor supplied under the terms of this Agreement shall be restricted to the sole use of Licensee and shall not extend to the benefit of its affiliated companies or companies associated therewith, a Licensee shall ensure that such restriction is effectively implemented. Therefore, the Licensee shall ensure and arrange that its alleged sub-contractors shall also sign a confidentiality agreement in a form acceptable by Licensor.

Licensee understands that when using Hastlayer it’s unavoidable that those components of Licensee’s software that are selected to be transformed are sent to Hastlayer Remote Services in compiled binary form (assemblies) for transformation. The obligations imposed under this Clause shall also cover such assemblies and Lombiq will not keep these on the servers of Hastlayer Remote Services longer than absolutely necessary during the transformation process.

The obligations in this Clause shall continue in full force and effect for a period of 3 (three) years from the termination of this Agreement.

9.Communication

Parties agree to keep each other informed and to communicate any issues arising related to their relationship clearly and in a timely manner. Parties will use e-mail, Skype, Basecamp or other electronic form of communication to do so.

10. Termination

This Agreement open-ended and can be terminated for convenience by either Parties. Licensee may delete their Hastlayer apps or close their user accounts any time. Lombiq may terminate the service with a 30-day notice. In this case Parties shall settle all outstanding matters.

The Agreement can be terminated by both Parties for cause due to either one of the Parties failing to fulfil their obligations after repeated notices by the other Party without further notice.

Neither case shall terminate the provisions of the Section 8 about confidentiality. In case of serious breach of the Agreement by Licensee, Licensor is entitled to terminate the Agreement with immediate effect by a written notice of termination. Any breach of the terms of confidentiality may be especially but not exclusively deemed as serious breaches of the Agreement, in which case Licensor is also entitled to demand damages.

11. Final and Miscellaneous Provisions

Parties state that there are no legal obstacles for their companies’ contracting capacity and the execution of this Agreement.

Parties shall promptly inform each other if they become insolvent or bankruptcy, liquidation or enforced termination procedure starts against them, furthermore they have to report any change which may prevent the compliance of their liabilities/obligations defined by the Agreement.

The present Agreement could be amended, complemented or terminated exclusively in written form. Lombiq may update this Agreement any time and publish changed on hastlayer.com.

Should any provision of the present agreement be declared void, it shall not influence the validity of the whole agreement. Instead of the provision found to be void, the rules of the Hungarian Civil Code shall be applied.

Parties agree, that Hungarian law – especially the provisions of Act V of 2013 on the Civil Code – shall be applied for Agreement and for all issues which are not regulated by it. Parties agree that any disputes between them shall be decided by the court competent at the registered seat of Licensor.

Parties have read and mutually understood the provisions of the present agreement consisting of 11 sections, as well as Exhibit 1 consisting of 11 sections and signed it as fully complying with their will.

Last update: 20 March 2018.

 

Exhibit 1: Hastlayer Terms and Conditions

  1. Preamble: This Agreement is part of the above Licensing Agreement and sets the terms, rights, restrictions and obligations on using Hastlayer (hereinafter: The Software) created and owned by Licensor, as detailed herein.
  2. License Grant: Licensor hereby grants Licensee a Personal, Non-assignable & non-transferable, open-ended, Commercial with terms, Royalty free, Without the rights to create derivative works, Non-exclusive license, all with accordance with the terms set forth and other legal restrictions set forth in 3rd party software used while running Software.
    1. Limited: Licensee may use Software for the purpose of:
      1. Running Software on Licensee’s Website[s] and Server[s];
      2. Allowing 3rd Parties to run Software on Licensee’s Website[s] and Server[s];
      3. Publishing Software’s output to Licensee and 3rd Parties;
      4. Distribute verbatim copies of Software’s output (including compiled binaries);
      5. Modify Software to suit Licensee’s needs and specifications.
    2. This license is granted as long as the parent Licensing Agreement is in effect, or as long as Licensee does not materially breach it.
    3. Binary Restricted: Licensee may sublicense Software as a part of a larger work containing more than Software, distributed solely in Object or Binary form under a personal, non-sublicensable, limited license. Such redistribution shall be limited to unlimited codebases.
    4. Non Assignable & Non-Transferable: Licensee may not assign or transfer his rights and duties under this license.
    5. Commercial use allowed with restrictions: Licensee may use Software for evaluation purposes only.
    6. With support & maintenance: Licensor shall provide Licensee support and maintenance as outlined in the Licensing Agreement.
  1. Term & Termination: The Term of this license shall be until terminated as outlined in the parent Licensing Agreement. Licensor may terminate this Agreement, including Licensee’s license in the case where Licensee:
    1. became insolvent or otherwise entered into any liquidation process; or
    2. exported The Software to any jurisdiction where licensor may not enforce his rights under this agreements in; or
    3. Licensee was in breach of any of this license's terms and conditions and such breach was not cured, immediately upon notification; or
    4. Licensee in breach of any of the terms of clause 2 to this license; or
    5. Licensee otherwise entered into any arrangement which caused Licensor to be unable to enforce his rights under this License.
  2. Payment: In consideration of the License granted under clause 2, Licensee shall not pay a licensing fee.
  3. Upgrades, Updates and Fixes: Licensor may provide Licensee, from time to time, with Upgrades, Updates or Fixes, as detailed herein and according to his sole discretion. Licensee hereby warrants to keep The Software up-to-date and install all relevant updates and fixes, and may, at his sole discretion, purchase upgrades, according to the rates set by Licensor. Licensor shall provide any update or Fix free of charge; however, nothing in this Agreement shall require Licensor to provide Updates or Fixes.
    1. Upgrades: for the purpose of this license, an Upgrade shall be a material amendment in The Software, which contains new features and or major performance improvements and shall be marked as a new version number. For example, should Licensee purchase The Software under version 1.X.X, an upgrade shall commence under number 2.0.0.
    2. Updates: for the purpose of this license, an update shall be a minor amendment in The Software, which may contain new features or minor improvements and shall be marked as a new sub-version number. For example, should Licensee purchase The Software under version 1.1.X, an upgrade shall commence under number 1.2.0.
    3. Fix: for the purpose of this license, a fix shall be a minor amendment in The Software, intended to remove bugs or alter minor features which impair the The Software's functionality. A fix shall be marked as a new sub-sub-version number. For example, should Licensee purchase Software under version 1.1.1, an upgrade shall commence under number 1.1.2.
  4. Support: Software is provided with limited support, as detailed in the parent Licensing Agreement.
    1. Bug Notification: Licensee may provide Licensor of details regarding any bug, defect or failure in The Software promptly and with no delay from such event; Licensee shall comply with Licensor's request for information regarding bugs, defects or failures and furnish him with information, screenshots and try to reproduce such bugs, defects or failures.
    2. Feature Request: Licensee may request additional features in Software, provided, however, that (i) Licensee shall waive any claim or right in such feature should feature be developed by Licensor; (ii) Licensee shall be prohibited from developing the feature, or disclose such feature request, or feature, to any 3rd party directly competing with Licensor or any 3rd party which may be, following the development of such feature, in direct competition with Licensor; (iii) Licensee warrants that feature does not infringe any 3rd party patent, trademark, trade-secret or any other intellectual property right; and (iv) Licensee developed, envisioned or created the feature solely by himself.
  5. Liability: To the extent permitted under Law, The Software is provided under an AS-IS basis. Licensor shall never, and without any limit, be liable for any damage, cost, expense or any other payment incurred by Licensee as a result of Software’s actions, failure, bugs and/or any other interaction between The Software and Licensee’s end-equipment, computers, other software or any 3rd party’s end-equipment, computer or services. Moreover, Licensor shall never be liable for any defect in source code written by Licensee when relying on The Software or using The Software’s source code.
  6. Warranty:
    1. Intellectual Property: Licensor hereby warrants that The Software does not violate or infringe any 3rd party claims in regards to intellectual property, patents and/or trademarks and that to the best of its knowledge no legal action has been taken against it for any infringement or violation of any 3rd party intellectual property rights.
    2. No-Warranty: The Software is provided without any warranty; Licensor hereby disclaims any warranty that The Software shall be error free, without defects or code which may cause damage to Licensee’s computers or to Licensee, and that Software shall be functional. Licensee shall be solely liable to any damage, defect or loss incurred as a result of operating software and undertake the risks contained in running The Software on License’s Server[s] and Website[s].
    3. Prior Inspection: Licensee hereby states that he inspected The Software thoroughly and found it satisfactory and adequate to his needs, that it does not interfere with his regular operation and that it does meet the standards and scope of his computer systems and architecture. Licensee found that The Software interacts with his development, website and server environment and that it does not infringe any of End User License Agreement of any software Licensee may use in performing his services. Licensee hereby waives any claims regarding The Software's incompatibility, performance, results and features, and warrants that he inspected the The Software.
  7. No Refunds: Licensee warrants that he inspected The Software according to clause 7(c) and that it is adequate to his needs. Accordingly, as The Software is intangible goods, Licensee shall not be, ever, entitled to any refund, rebate, compensation or restitution for any reason whatsoever, even if The Software contains material flaws.
  8. Indemnification: Licensee hereby warrants to hold Licensor harmless and indemnify Licensor for any lawsuit brought against it in regards to Licensee’s use of The Software in means that violate, breach or otherwise circumvent this license, Licensor's intellectual property rights or Licensor's title in The Software. Licensor shall promptly notify Licensee in case of such legal action and request Licensee’s consent prior to any settlement in relation to such lawsuit or claim.
  9. Governing Law, Jurisdiction: Licensee hereby agrees not to initiate class-action lawsuits against Licensor in relation to this license and to compensate Licensor for any legal fees, cost or attorney fees should any claim brought by Licensee against Licensor be denied, in part or in full.