Software License Agreement
Last updated: October 25, 2022
TeamDev Management OÜ acting under trademark WebSpellChecker, having its principal state of business at Narva mnt 7-559, Kesklinna linnaosa, Tallinn, 10117, Estonia. (“Licensor”) on one side, and any individual or legal entity (“Licensee”), further referred to as “Parties” and individually, a “Party”, have entered into this Agreement.
IMPORTANT: BY INSTALLING, USING OR COPYING THE SOFTWARE OR ANY RELATED DOCUMENTATION YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO INSTALL OR USE THE SOFTWARE.
LICENSOR MAY UPDATE THIS AGREEMENT WITHOUT ANY PENALTY TO LICENSOR. THE AGREEMENT MODIFICATION DATE WILL BE REFLECTED AS “LAST UPDATED” AT THE TOP OF THIS PAGE. LICENSOR SHALL NOT BE RESPONSIBLE TO NOTIFY LICENSEE ON ANY UPDATES, BY CONTINUING TO USE THE SOFTWARE, LICENSEE AGREES TO BE BOUND BY THE UPDATED VERSION OF THE AGREEMENT.
- “Software” means the Licensor’s intellectual property, WProofreader SDK — a software development kit consisting of development components for text proofreading, that is provided to the Licensee for commercial use governed by this Agreement. The Software includes the Documentation and Updates, and any Dictionaries provided by the Licensor under this Agreement. The detailed description of the Software is provided in Appendix 2 hereto.
- “SDK” or “Software Development Kit” means a set of development tools that allows the creation of applications for a certain software package, software framework, hardware platform, computer system, video game console, operating system, or similar platform.
- “Licensee Program” means a software product created by Licensee, any future versions or derivative works based on that software product.
- “Authorized Users” means the users of the Licensee Program, to whom the Licensee makes available the functions of the Software.
- “Updates” means a set of changes in the form of the Software fixes, improvements, additions or release of a new version of the Software.
- “User Content” means any information that Authorized Users check with the help of the Software.
2. Commercial License Grant
2.1. Subject to a fee, payable under this Agreement, the Licensor grants to the Licensee a worldwide, non-exclusive, non-transferable license to integrate the Software into Licensee’s Programs, use the Software, including Software Updates during the License Term and in quantity defined by the License Scope as described in Appendix 1 to this Agreement for the purpose of providing services of proofreading to the Authorized Users (“Commercial License”).
3. Evaluation License Grant
3.1. The Licensor provides the Licensee with a non-exclusive, non-transferable temporary license to install and use the Software for the purpose of evaluating the Software and defining its suitability for the Licensee’s commercial use (“Evaluation License”) for the term indicated in section 3.3 herein.
3.2. The Evaluation License is provided free of charge.
3.3. Evaluation License is valid for thirty (30) days from the issue date of a temporary license key to the Software.
4. License Restrictions
The Licensee has NO rights to:
4.1. Transfer the License to any third party for a fee or free of charge, except cases when these rights may be transferred with the written consent from the Licensor.
4.2. Make available the Software on the Internet for public access, resell, rent, lend, or distribute the Software separately from the Licensee Program.
4.3. Individually perform or allow any third party to perform the following actions:
- (a) copy and reproduce the Software without the written consent from the Licensor;
- (b) cause or permit exposure of the technology, decompile or disassemble the Software, or in any other way to try to determine the source code or protocols of the Software;
- (c) make any changes to the object code of the Software, except for those changes that are described in the Documentation;
- (d) examine the source code of the Software by any other means.
4.4. Integrate the Software into more Licensee Programs than is defined in the License Scope.
4.5. Use the Evaluation License for purposes other than defining suitability of the Software for Licensee’s commercial use.
4.6. Use the Evaluation License after expiration of its term according to Section 3 of this Agreement.
5.1. Pursuant to the acquisition of the Commercial License, the Licensee shall be entitled to receive the Technical Support as described in the Appendix 3 to this Agreement.
5.2. Support Subscriptions as described in the Appendix 3 to this Agreement, Licensee may renew Technical Support for additional periods, subject to a renewal fee in accordance with this Agreement.
5.3. Upon termination or expiration of this Agreement all the Licensor’s obligations to provide Technical Support shall cease.
6.1. The Licensor agrees to deliver the Software and the appropriate license keys within three (3) business days from the date of payment of the Commercial License fee by the Licensee according to Section 8.
7. Intellectual Property
7.1. The Software is copyrighted by the Licensor. The Licensor retains all property rights, copyrights and other proprietary rights for the Software, and any derivatives, modifications, or its translations. The Licensee does not receive any rights to the Software, except those that are specified in this Agreement. The Licensee retains title, copyright and other proprietary rights to the Licensee’s software and any of its translations and modifications, which are developed by or on behalf of the Licensee.
7.2. The Licensee shall retain all Licensor’s copyright notices on the Software. The Licensee must include the Licensor’s copyright notice for all of the Software and accompanying products at all times during the use of the Software.
7.3. The Licensee agrees to reproduce the unchanged Licensor’s copyright notice on any copy or translation of the Software, subject to the Licensor’s agreement for creation of such a copy or translation.
7.4. All other trade and service marks, chosen by the Licensor to identify the Software and other products and services of the Licensor, belong exclusively to the Licensor, and the Licensee has no rights in these marks.
7.5. Licensor does not receive any rights in or to the User Content. The rights to such data remains with their respective owners.
8. Commercial License Fees
8.1. Fees. The Licensee agrees to pay the Agent fees as specified in the respective invoice or quote, issued by Licensor. Such fees are non-cancelable and the sums paid are non-refundable, except as provided in Section 11 “Warranties”.
8.2. General Payment Terms. All fees payable hereunder shall be paid to the Agent within thirty (30) days from the date of the invoice issued by the Agent. The Commercial License fees shall not be subject to set offs or deductions due to any taxes or claims against the Licensor. All payments shall be made in the United States Dollars. Any amounts due by the Licensee hereunder which remain unpaid thirty (30) days after the due date shall be subject to late penalty interest equal to one and one-half percent (1.5%) per month from the due date until such amount is paid.
9.1. Infringement Indemnity. The Licensor will defend, indemnify, and hold the Licensee harmless against any judgment or settlement amount which the Licensor agrees arises from a claim that the Software licensed and used within the scope of this Agreement infringes a patent, copyright, trademark or other intellectual property right, provided that:
- (a) The Licensee notifies the Licensor in writing within thirty (30) days of the claim;
- (b) The Licensor has sole control of the defense and all related settlement negotiations; and
- (c) At the Licensor’s request, the Licensee provides the Licensor with all necessary assistance, information, and authority to perform the above, at the Licensor’s expense.
9.2. Disclaimer of Liability. The Licensor shall have no liability for any claim of infringement based on: (i) use of other than the then current, unaltered version of the applicable Software, unless the infringing portion is also in the then current, unaltered release; or (ii) claim arising from modifications of the Software not supplied by the Licensor under this Agreement; (iii) the combination or use of the Software with software, hardware or other materials not furnished by the Licensor if such infringement would have been avoided by the use of the Software alone.
9.3. Licensor’s Indemnity. In the event the Software is held or is believed by the Licensor to infringe, the Licensor shall have the option, at its expense to (i) modify the Software to be non-infringing; (ii) obtain for Licensee a license to continue using the Software; or if either (i) or (ii) is not commercially feasible, (iii) terminate the licenses and refund the license fees received from Licensee for the affected Software less a usage charge based on a twelve (12) month amortization schedule. This Section 9 states the Licensor’s entire liability for infringement by the Software of any third party rights, including intellectual property rights.
9.4. Licensee Indemnity. The Licensee will defend and indemnify the Licensor against any and all claims for damages against the Licensor arising from any use by the Licensee, or its Authorized Users of any product not provided by the Licensor but used in combination with the Software if such claims would have been avoided by the exclusive use of the Software.
10. Use of Personal Data
10.1. In case the Licensee is an individual, the Licensee agrees that subject to Licensee’s consent provided separately on the Licensor’s website, the Licensor will receive the Licensee’s personal data, including first and last name, email and phone number for the purposes of performance of this Agreement.
10.3. In case you plan to provide us with the personal data of any third party, please notify us via email@example.com.
11.1. Exclusive Warranty. For a period of thirty (30) days after delivery of the Software to the Licensee, the Licensor warrants that the Software conforms in all material respects to the Documentation. The Licensor does not warrant that the operation of the Software will be uninterrupted or “bug” free. Notwithstanding the foregoing, WebSpellChecker neither is obliged nor guarantees that the proofreading performed by the Software will be correct, complete, or will fit for any specific purpose.
11.2. The Licensor shall not be liable for any failures in the Software that occurred due to:
- (a) using a non-supported version of the applicable Software. The supported versions are listed on the official Licensor’s support website.
- (b) integration or using the Software with software, hardware or other materials which are not provided under this Agreement, if the failure could have been avoided by using the Software only.
11.3. The Licensee shall make no warranties on behalf of the Licensor.
11.4. Remedies. If the Licensor breaches the foregoing warranty and the Licensee promptly notifies the Licensor in writing of the nature of the breach, the Licensor shall make commercially reasonable efforts to promptly repair or replace the non-conforming Software without charge. If, after a reasonable opportunity to cure, the Licensor does not repair or replace the non-conforming Software, the Licensee must return the Software to the Licensor, or certify in writing that all copies have been destroyed, and the Agent will refund the Commercial License fees it received from Licensee for the affected Software. This is Licensee’s sole and exclusive remedy for breach of the exclusive warranty in Section 11.1.
11.5. Disclaimer of Warranty. THE FOREGOING WARRANTY IS EXCLUSIVE, AND IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
12. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE INCURRED BY EITHER PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The Licensor’s liability for damages hereunder for any case whatsoever shall in no event exceed the amounts received by the Licensor from the Licensee with respect to the particular transaction which gives rise of the liability.
13. Open Source Components
13.1. Licensor notifies that the Software may contain third party Open-Source Components.
13.2. The Licensor and the Software are in full compliance with any Open-Source Components’ license to grant the license rights granted herein.
13.3. The terms and conditions governing the use of such Open-Source Components are in the Open-Source Software Licenses of the copyright owner and not this Agreement.
14.1. “Confidential Information” means: (i) the technology, ideas, know-how, documentation, processes, algorithms and trade secrets embodied in the Software or such information embodied in or related to the Licensee’s Programs; (ii) any software license keys related to the Software or Licensee’s Programs, and (iii) any other information related to this Agreement, whether disclosed orally or in writing or magnetic media, that is identified as Confidential, Proprietary or with a similar legend at the time of such disclosure.
14.2. Parties guarantee that any documents, information, knowledge and experience gained under this Agreement shall be confidential.
14.3. The receiving party (“Recipient”) shall protect the disclosing party’s (“Discloser”) Confidential Information using the same degree of care which each party uses with respect to their own proprietary information and shall not: (i) use Confidential Information for purposes other than for the purposes of this Agreement, or (ii) disclose any Confidential Information to any third party without the Discloser’s prior written consent, except for its affiliates and its and their respective officers, directors, employees, consultants and representatives (“Representatives”) on a reasonable need-to-know basis, provided that such party is informed of the confidential nature of such information and directed to comply with the terms of this section. The Recipient will be liable for any act or omission of its Representatives that, if performed, or failed to be performed, by the Recipient, would constitute a breach of this section.
14.4. Confidential Information does not include any information that (i) is or becomes publicly known without breach of this Agreement by the Recipient or its Representatives; (ii) was rightfully known to the Recipient or any of its Representatives prior to receipt from the Discloser; (iii) is disclosed to the Recipient or any of its Representatives without confidential or proprietary restriction by a third party who rightfully possesses the information; (iv) is independently developed by or on behalf of the Recipient or any of its Representatives without the use of Confidential Information of the other party; or (v) is required to be disclosed pursuant to the order of a court, government agency or applicable law, rule or regulation, provided that the Recipient shall, to the extent reasonably practicable and not prohibited under the circumstances, promptly provide a written notice of such an order to the Discloser to enable the Discloser to contest such an order.
14.5. Each party’s obligations regarding the protection of Confidential Information shall survive any expiration or termination of the Agreement.
15. Term and Termination
15.1. Term. This Agreement becomes effective on the Commercial or Evaluation License issue date and shall be valid during the License Term unless terminated by the Licensor or the Licensee in accordance with this Section 15.
15.2. Termination of Agreement. Either party may terminate this Agreement at the end of any twelve (12) – month term starting from license issue date by providing the other party with a thirty (30) days prior written notice.
15.3. In the event that the Licensee materially defaults in performing any obligations under this Agreement, becomes insolvent or declares bankruptcy, or sells or dissolves its business in any form whatsoever, the Licensor may terminate this Agreement with a written notice immediately.
15.4. Rights Upon Termination or Expiration. Upon expiration or termination of this Agreement, all the Licensee’s rights to use the Software shall cease.
15.5. Effect of Termination. If this Agreement is terminated for any reason, neither party will be liable to the other because of such termination for damages for the loss of prospective profits, anticipated sales, or good will. Notwithstanding, termination of this Agreement shall not relieve Licensee’s liability to pay any fees which have accrued to the Licensor as of the termination date, or which accrue such termination date. Any election to terminate under this Section 15 shall not limit either party’s right to seek equitable or other appropriate relief relating to the breach.
15.6. Survival. The Parties’ rights and obligations under Sections 7 “Intellectual Property”, 11.5 “Disclaimer of Warranty”, 12 “Limitation of Liability”, 14 “Confidentiality”, 15 “Term and Termination”, 16 “Miscellaneous” and any outstanding obligation to pay any fees shall survive expiration or termination of this Agreement.
16.1. Assignment. The Licensee may not assign any rights under this Agreement without the Licensor’s prior written consent.
16.2. Governing Law. The Parties agree that this Agreement is governed by the laws of the Republic of Estonia and mutually consent to the exclusive jurisdiction and venue in the courts of the Republic of Estonia, and expressly disclaim the applicability of the laws of any other state or jurisdiction to the maximum extent possible.
16.3. Equitable Relief. The Licensee acknowledges that any breach of its obligations with respect to the proprietary rights of the Licensor will cause the Licensor irreparable injury for which there are inadequate remedies at law and that the Licensor shall be entitled to equitable relief in addition to all other remedies available to it.
16.4. Force Majeure. Neither party shall be liable to the other for failure or delay in the performance of the required obligation if such failure or delay is caused by strike, riot, fire, flood, war, natural disaster, or other similar cause beyond such party’s control, provided that such party gives prompt written notice of such condition and resumes its performance as soon as possible, and provided further that the other party may terminate this Agreement if such condition continues for a period of one hundred eighty (180) days.
16.5. Entire Agreement. This Agreement, with all Appendices, set forth the entire Agreement between the Parties and supersedes prior proposals, agreements and representations between them whether written or oral. This Agreement may be changed only by mutual agreement of the Parties in writing.
16.6. Agreement in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute together one and the same document.
APPENDIX 1. LICENSE SCOPE AND TERM
1.1. License Scope is defined by the number of Licensee’s Programs, which integrate the Software. The License Scope shall be specified in a quote or an invoice issued by the Licensor.
1.2. License Scope can be extended subject to payment to the Licensor.
The License shall be valid for twelve (12) months since the Commercial License activation date. Upon the end of the License Term, the right to use the Software shall expire. The Commercial License may be renewed by the Licensee for additional License Terms.
APPENDIX 2. Software Description
1. Software Description
1.1. Software name: WProofreader SDK (On-premise).
1.2. Software description. WProofreader SDK is the multilingual proofreading software that includes the components, specified in section 1.3, and which is used to build the tailored integrations with rich text editors (RTEs), and integration with HTML controls.
1.3.2. Plugin for CKEditor 5.
1.3.3. SpellCheckAsYouType (SCAYT). The plugin enables spelling and grammar checking feature in CKEditor 4. It allows Authorized Users to see and correct mistakes right away while typing.
1.3.4. HTTP API. The proofreading API, which helps to build and integrate a custom proofreading functionality into the Customer’s application.
1.4. Languages. The full list of supported languages, which Licensee is entitled for is available on the official website (https://webspellchecker.com/supported-languages/).
2. Software Requirements
2.1. The Software runs on the Licensee’s environment.
2.2. The system requirements are described on the official Licensor’s support website (docs.webspellchecker.com).
APPENDIX 3. Support Services Addendum
This Software Support Addendum (“Addendum”) to the Software License Agreement regulates the support services for the Software.
The Licensee has entered into the Software License Agreement to acquire the Commercial License for the Software of the Licensor.
All terms used in this Addendum have the meaning given in the Software License Agreement.
1. Support Services
1.1. Services Description
During the active Support Subscription as described further in this Addendum the Licensor shall provide the Licensee with the following services (“Technical Support” or “Services”).
1.1.1. Provision of the Updates to the Software.
1.1.2. Support activities, including the following:
- A. Provision of guidance and troubleshooting in connection with: (i) installation and downloads; (ii) replacing a previous release with a new release of the Software, (iii) migrating the license key and Software to a new piece of Hardware.
- B. Provision of assistance related to the Software functionality and basic problem resolution.
- C. Answer to the Licensee’s “how to” questions related to the standard Software usage.
1.1.3. Technical support is provided to the technical personnel of the Licensee, designated to integrate the Software on the Licensee’s side.
1.1.4. In addition to the Services specified in this Section 1, an online support portal (https://docs.webspellchecker.com) with articles and examples supplementing the Documentation is available for all customers of the Licensor.
1.2. Technical Support Business Hours
10:00 a.m. – 7:00 p.m. GMT+3 (Daylight Saving Time) or GMT+2 (Standard Time) from Monday to Friday excluding official Ukrainian holidays. The Technical Support outside of these hours may be provided for an additional fee at rate of $150 per hour and must be arranged ahead of time.
1.3. Amount of Technical Support
1.3.1. The number of hours of the Services granted to Licensee for the Support Subscription is based on the License Scope and shall be specified in a quote or an invoice issued by the Licensor.
1.3.2. The Licensee has the opportunity to receive additional Services subject to an extra charge of $150 per hour paid upfront if the required support hours exceed the number of hours specified herein.
1.3.3. The Parties agree that upon expiration of any given Support Subscription period, unused support hours shall not be credited for the next subscription period.
1.4. Exclusions to Technical Support
1.4.1. The Technical Support exclude requests related to:
- A. the Software that is used on or in conjunction with hardware or software other than that which is specified in the applicable Documentation;
- B. altered or modified Software, unless altered or modified by the Licensor;
- C. defects in the Software due to hardware malfunction, abuse or improper use;
- D. any version of the Software for which the Services have been discontinued by the Licensor;
- E. evaluation versions of the Software or other Software provided at no charge;
- F. customization, integration and any issues arising from non-standard usage of the Software;
- G. any on-site services or remote access services (unless the Licensor requests remote access to assist the Licensor in understanding an issue);
- H. training related to the Software;
- I. features development. Feature examples: modification of the Software’s behavior, changes to the licensing subsystem, addition of new languages, changes of the user interface, application program interface, etc.
1.4.2. The Licensor shall not be obligated to provide Technical Support to the End Users. All requests from the End Users shall be processed by the Licensee, and in case, if related to the scope of the Services defined in Section 1.1. may be forwarded to the Licensor by the Licensee.
Notwithstanding the foregoing, the Licensor may provide the Licensee with the Technical Support related to exclusions, specified above in this section, subject to separate fees and with prior investigation of feasibility such services.
1.5. Technical Support Channels
The Services shall be provided by
- Email at firstname.lastname@example.org,
- Phone at +1 (917) 259-1071,
- Live Chat on the webspellchecker.com website,
- Screen sharing. The Licensor and the Licensee will agree on the time and date of the screen sharing call and tool to be used.
Technical Support queries are possible at any time. For this purpose, the Licensee shall send a request or leave a voicemail indicating the problem. The Licensor ensures response (via phone or email) within one working day during the Technical Support Business Hours.
2. Support Subscription. Services Renewal
2.1. The Support Subscription will start on the Licensee’s initial Commercial License activation date and will be valid for twelve (12) months, and will end on the same day of the following year
2.2. The Licensor may renew the Services for the next twelve (12) months by paying a renewal fee agreed with the Licensor at the time of entering into this agreement, provided the prices may be updated annually.
2.3. The Licensee is required to renew the Services prior to the expiry date of the respective Support Subscription to continue to avail of the Services’ benefits. Thirty (30) days prior to the Support Subscription end, the Licensor will prepare renewal quotes or notifications and deliver them to the Licensee.
2.4. The Licensee with the expired Support Subscription automatically loses its entitlement to use the Services and will not be able to update the Software beyond the last release issued within the active Support Subscription until the Services are reinstated in accordance with this Addendum.
2.5. The Licensor reserves the right to refuse to renew the Services for Software or its version, for which the Licensor stopped or is planning to stop such services. Licensor shall provide the Licensee with prior written notification of discontinuation of Support Services.
2.6. Upon termination of the Services either for non-renewal or non-payment, all access to the Services will cease immediately.
3. Disclaimer of Warranty
The Licensor shall make commercially reasonable efforts to correct bugs in the Software. The Licensee acknowledges that the Licensor is not required to correct every bug, error, or problem with the Software that it reports to the Licensor or of which the Licensor is otherwise made aware of. The Licensor does not guarantee any new Software Updates during any specific term.