LICENSE

Vaadin Commercial License and Service Terms

Terms and Conditions for Use, Reproduction and Distribution

NOTICE TO USER: PLEASE READ THESE VAADIN COMMERCIAL LICENSE AND SERVICE TERMS
CAREFULLY.

BY USING ALL OR ANY PART OF THE LICENSED SOFTWARE OR COMMERCIAL SERVICE, YOU
AGREE ON BEHALF OF YOURSELF AND YOUR COMPANY (IF APPLICABLE) TO THE TERMS
BELOW. IF YOU DO NOT AGREE WITH THESE TERMS, OR DO NOT HAVE THE AUTHORITY TO
BIND YOUR COMPANY, DO NOT INSTALL, REGISTER FOR OR USE THE PRODUCT OR SERVICE,
AND DESTROY OR RETURN ALL COPIES OF THE PRODUCT.

IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOURSELF IN YOUR INDIVIDUAL
CAPACITY, THEN YOU ARE THE CUSTOMER. IF YOU ARE AGREEING TO THESE TERMS ON
BEHALF OF YOUR COMPANY, THEN YOUR COMPANY IS THE CUSTOMER.

1. Definitions
1.1. In these Commercial Terms, unless the context requires otherwise, the
following words and phrases shall have the following meanings:

1.2. “Agreement” shall mean an accepted Order, SOW or other agreement document
that refers to and incorporates these Commercial Terms.

1.3. “Authorized Application” shall mean a software application developed by
Customer using Licensed Software under a valid Runtime License.

1.4. “Authorized User” shall mean Customer if Customer is a natural person; or
Customer’s employee or third-party consultant if Customer is a company and
Customer authorizes such employee or third-party consultant to Use Licensed
Software or use another item that is subject to a Subscription on behalf of
Customer within Customer’s internal operations.

1.5. "Commercial Terms" shall mean these Vaadin Commercial License and Service
Terms.

1.6. “Consulting” shall mean Services, by which Customer purchases Vaadin’s
professional expertise, either outside a Subscription or as part of Services
provided under a Subscription.

1.7. "Customer" shall mean the customer who has executed the Agreement and
subscribed to or purchased Licensed Software and/or Services.

1.8. “Customer Work Products” shall mean all Materials created by Vaadin for
Customer through performance of the Consulting, other than Vaadin
Non-Commercial Materials, Vaadin Commercial Materials and Pre-Existing
Materials.

1.9. "Developer" shall mean a software developer, tester, designer or other
person developing a software application.

1.10. “Effective Date” means the date when Vaadin has accepted Customer’s Order
for Licensed Products or Services, or when both Parties have signed an
Agreement by physical signature or electronic signature.

1.11. “Intellectual Property Rights” shall mean all copyrights (including the
right to modify and assign such copyright), patents, utility models, designs,
trademarks, logos, domain names, inventions, improvements, trade secrets,
know-how and all other intellectual property rights (including any applications
or rights to the foregoing).

1.12. "License" shall mean the right to Use Licensed Software in accordance
with the Agreement and in particular the limitations and other license type
related terms and conditions set out under Section 4 below.

1.13. "Licensed Software" shall mean such computer software program(s), which
are provided by Vaadin to Customer under the terms and conditions of these
Commercial Terms, as well as any related updates and upgrades, and which are
identified in more detail in an Order or an Agreement.

1.14. “Materials” shall mean all works of authorship, programs, software, code,
source code, system design, processes, tools, reports, manuals, supporting
materials, drawings, diagrams, flowcharts, business templates, documents,
materials, technology, trademarks, trade secrets, websites, modifications,
updates, enhancements, innovations (whether or not patented) and concepts.

1.15. “Order” shall mean a written or electronic order document (an order form,
invoice, or similar document) entered into between Customer and Vaadin for
Licensed Software or Services. Unless an Order says something different, each
Order will be governed by the terms of these Commercial Terms and identify the
Licensed Software and/or Service to be delivered as well as any usage
limitations, applicable fees, and any other details related to the Subscription
or other transaction.

1.16. "Parties/Party" shall mean Customer and Vaadin, or either of them.

1.17. “Pre-Existing Materials” shall mean all Materials, which existed prior to
the Effective Date of an Agreement on Consulting, or which are thereafter
created independently of such Agreement, other than Vaadin Non-Commercial
Materials and Vaadin Commercial Materials.

1.18. "Project" shall mean Customer’s software development project during which
the participating Developers Use Licensed Software and which aims to produce
Project Result.

1.19. "Project Result" shall mean the outcome of the Project.

1.20. “Service(s)” shall mean any services, information or products (other than
Licensed Software) that are supplied by Vaadin to Customer and that are defined
in the Agreement. Services may be provided as part of a Subscription or as
separately invoiced Consulting.

1.21. “SOW” shall mean a statement of work documents that the Parties enter
into under the Agreement and that concerns Consulting.

1.22. "Subscription" shall mean a subscription in which Customer subscribes to
one or more of the following: (a) a right to use a Service, (b) a right to use
Vaadin Commercial Materials, or (c) a right to Use Licensed Software; all for
the agreed Subscription term and in accordance with the Agreement.

1.23. “Supported Software” consists of the latest minor version of Vaadin
platform version 10, version 14 and all major versions starting from version
23, and second latest minor versions of Vaadin platform versions starting from
version 23, for a period described on vaadin.com website. The contents of each
Vaadin platform version is defined in the respective release notes. Supported
Software does not include pre-release versions, such as beta, alpha or release
candidate versions.

1.24. “Support Hours” are between 7 am and 8 pm GMT from Monday to Friday,
except for the 1st of Jan, 6th of Jan, Good Friday, Easter Monday, 1st of May,
Ascension Day, Midsummer eve, 6th of Dec and 24–26 of Dec. GMT+1 Summer Time is
used between the last Sunday of March and the last Sunday of October.

1.25. "Use Licensed Software" shall mean using Licensed Software either in
object code form or source code form or using Licensed Software as a part of an
automation test suite or an automated build process.

1.26. “Vaadin” shall mean the Vaadin company who has executed the Agreement. If
Customer’s domicile is in the United States, such Vaadin company shall be
Vaadin, Inc., located at 405 El Camino Real, Menlo Park, CA 94025, United
States. If Customer’s domicile is outside the United States, such Vaadin
company shall be Vaadin Ltd (Finnish Business ID 1613563-9), located at
Ruukinkatu 2–4, FI-20540 Turku, Finland.

1.27. “Vaadin Commercial Materials” shall mean all Licensed Software and other
Materials that are owned by Vaadin Ltd (Finnish Business ID 1613563-9) and that
are made available, based on a payment, through the vaadin.com online service,
Github and/or other services, under a commercial license in connection with a
Subscription or Consulting.

1.28. “Vaadin Non-Commercial Materials” shall mean all Materials that are owned
by Vaadin Ltd (Finnish Business ID 1613563-9) and that are made available for
free in the vaadin.com online service, Github and/or other services, typically
under an open source or other non-commercial license.

2. Scope of Application
2.1. These Commercial Terms are applied to the provision of commercial Licensed
Software and commercial Services by Vaadin to its Customers, including
Subscriptions and Consulting that are provided against payment.

3. Subscriptions, Orders and SOWs
3.1. Vaadin offers non-free Subscriptions that to varying degrees give access
to Services, Licensed Software and other Vaadin Commercial Materials.

3.2. The detailed content of each Subscription or other transaction is set out
in an Order document delivered by Vaadin to Customer when a new Subscription is
created, an existing Subscription is renewed, or other transaction is executed.

3.3 The Order sets out (a) the identity of Customer, (b) the ordered Service,
Licensed Software or other Vaadin Commercial Materials, (c) the Subscription
fee, (d) the Subscription term, (e) the relevant License type (where
applicable), i.e., Developer License, Runtime License or Trial License, (f)
possible specific restrictions and limitations, (g) possible specific rights,
such as redistribution rights, (h) possible maintenance and support services
related to Licensed Software, and (i) possible other relevant details of the
Subscription or other transaction.

3.4. Unless otherwise set out for Licenses under Section 4 below, all
Subscriptions may only be used by such Authorized Users that have been named by
Customer and that have been connected to a Subscription. The number of
Authorized Users included in a Subscription depends on the number of named
users purchased by Customer. Unless otherwise set out for Licenses under
Section 4 below, the list of Authorized Users can be changed at any time by
Customer’s Subscription administrator.

3.5. Customer is responsible for ensuring that its Authorized Users maintain
the usernames, passwords and other identifiers necessary for the use of
Licensed Software, or use of another item that is subject to a Subscription,
diligently and that they do not disclose them to third parties. Customer must
promptly notify Vaadin about any unauthorized use of such identifiers. Customer
shall ensure that its Authorized Users comply with the Agreement and Customer
shall be responsible for its Authorized Users’ use of Licensed Software or use
of another item that is subject to a Subscription.

3.6. Vaadin Pro Subscriptions come with a thirty (30) day money-back guarantee.
If Customer for any reason wishes to cancel such Subscriptions within thirty
(30) days from the beginning of the first Subscription term, Customer can
contact Vaadin for a refund of the Subscription fees.

3.3. In case of Consulting the relevant Services to be delivered by Vaadin to
Customer, as well as the relevant fees and other terms applicable to such
Services, are set out in a SOW that is entered into under the Agreement.

4. Grant of License to Use Licensed Software, License Types
4.1 This Section 4 sets out the terms under which Vaadin grants Licenses to
Customer and it also includes License type specific terms and conditions. Any
License being granted as well as the relevant License type shall be determined
at the time of the Subscription and set out in the Order or other Agreement
document.

4.2 Except for the License explicitly set out below in this Section 4, Customer
(and each Authorized User) may not use, copy, modify, rent, loan, lease, sell,
sublicense, create derivative works from, transfer or distribute, the Licensed
Software for any purposes, or make the Licensed Software available to any
person or entity that is not an Authorized User, or assign its rights or
obligations under the Agreement to a third party. Furthermore, Customer shall
not decompile, disassemble, decode, adapt, or otherwise attempt to derive or
gain access to the source code of the Licensed Software, in whole or in part or
reverse engineer the Licensed Software or any elements of the Licensed
Software, or remove any proprietary notices from the Licensed Software, or use
the Licensed Software in any manner or for any purpose that infringes,
misappropriates, or otherwise violates any Intellectual Property Rights or
other right of any person, or that violates any applicable law. Customer shall
not use Licensed Software to develop, test, support or market services or
products that are competing with and/or provide similar functionality to the
Licensed Software (wrapping is forbidden). Vaadin grants no rights other than
those explicitly granted herein, and Customer shall not exceed the scope of its
License as set forth herein and in the applicable Order.

4.3. Developer License
4.3.1 General Provisions
4.3.1.1 This Section 4.3 contains the terms and conditions of Vaadin’s
developer License (“Developer License”), under which Vaadin licenses
development components for use by a Developer.

4.3.1.2 Vaadin grants to Customer, based on full payment of the Subscription
fee, a worldwide, royalty-free, non-exclusive, limited License to Use Licensed
Software in Project(s).

4.3.1.3 Customer must procure the right to Use Licensed Software for each
individual Developer separately. For clarity, if the Project Result that
includes the Licensed Software is further developed or modified or is used as a
component or framework in a software development project or otherwise provides
the functionality of the Licensed Software for use in a software development
project, all Developers who Use Licensed Software in such context need to have
a valid Developer License.

4.3.1.4 The list of Developers can be changed by Customer, but after an
individual Developer has been designated by Customer, Customer may not
reallocate the Developer License from the designated Developer to another
Developer before sixty (60) days have passed from such designation.

4.3.1.5 Customer is entitled to Use Licensed Software for the purpose of
testing and building software applications as part of Customer’s Project. As
long as Customer has at least one valid Developer License, Customer’s right to
Use Licensed Software also includes interacting with a server that runs
Licensed Software as a part of an automated test suite, automated build system
or corresponding system (without this requiring a separate License).

4.3.2 Redistribution Right
4.3.2.1. Under the Developer License, Customer may be entitled to redistribute
the Licensed Software as part of Customer’s Project Result, as set out in this
Section 4.3.2. Such possible redistribution right is set out for each Licensed
Software component separately and indicated in the Order.

4.3.2.2. The redistribution permitted under Section 4.3.2.1 above allows
Customer to redistribute the Licensed Software in object code form only, and
only as embedded in Customer’s Project Result for use by end users of the
Project Result.

4.3.2.3. Customer may not distribute Licensed Software as a standalone product,
or as a part of any product other than Customer’s Project Result, or in any
form that allows any Licensed Software (or portion thereof) to be reused by any
application other than Customer’s Project Result. Accordingly, Customer shall
not use the Licensed Software to develop, test, support or market services or
products that are competing with and/or provide similar functionality to the
Licensed Software (wrapping is forbidden).

4.3.2.4. For the avoidance of doubt, Customer’s end users of the Project Result
are not allowed to use the Licensed Software, or any portions thereof, for
software development or application development purposes unless they first
purchase a separate Developer License from Vaadin for each relevant end user.
Customer or the Developer must not grant end users of the Project Result any
right to further sublicense the Licensed Software or any portions thereof.

4.3.2.5. If the Order expressly grants Customer the right to redistribute or
offer access to all or a portion of the Licensed Software, then, in conjunction
with any such grant, Customer must comply with any limitations or requirements
specified in the Order or in these Commercial Terms, as applicable, and Vaadin
must distribute or offer access to the Project Result including the Licensed
Software subject to a license agreement or terms of use between Vaadin and each
customer of Customer accessing such Project Result that: (a) protects Vaadin’s
interests consistent with the terms contained in these Commercial Terms, (b)
prohibits Vaadin’s customer or other end user from any further distribution of
the Licensed Software, (c) includes a limitation of damages clause that, to the
maximum extent permitted by applicable law, disclaims on behalf of Vaadin or
its respective Vaadins, suppliers or resellers, liability for any and all
damages, whether direct, special, incidental or consequential damages, (d)
contains terms substantially similar to those in these Commercial Terms.
Furthermore, Customer must include a valid copyright message in the Project
Result in a location viewable by its end users that will serve to protect
Vaadin’s copyright and other Intellectual Property Rights in the Licensed
Software.

4.4. Runtime License
4.4.1. This Section 4.4 contains the terms and conditions of Vaadin’s runtime
License (“Runtime License”), under which Vaadin provides access rights to
Licensed Software embedded in an application.

4.4.2. In consideration of Customer’s payment of the fees for the Licensed
Software Subscription as set out in the applicable Order, Vaadin grants to
Customer a worldwide, non-exclusive, non-transferable, non-assignable, limited
right, during the applicable Subscription term, to use, via its Authorized
Users, the Licensed Software according to the Commercial Terms solely: (i) for
Authorized Application(s) set forth in the relevant Order; (ii) in Customer's
internal operations as set out below; and (iii) within the specific scope and
limitations, and for the specific configuration(s), in each case, as specified
in the applicable Order.

4.4.3. Customer may grant licenses, for free or based on a payment, to the
Authorized Application(s) including Licensed Software, whether regarded as
derivative works or not, as long as Customer has obtained from Vaadin a valid
Runtime License for and on behalf of Customer’s own customers (that Use
Licensed Software), or Customer clearly communicates that anyone Using Licensed
Software needs to obtain a valid Runtime License from Vaadin prior to
installation and use of the Authorized Application(s) including Licensed
Software.

4.4.4. Customer is entitled to offer its Authorized Application(s) including
Licensed Software to its end users as a cloud service, without such end users
of the cloud service obtaining separate Runtime Licenses to the Licensed
Software, required that this is done in accordance with these Commercial Terms
and the scope and limitations set out in the applicable Order.

4.4.5. In case Customer wishes to use the Licensed Software in connection to a
new Authorized Application or wishes to order Licenses to additional Licensed
Software, the Parties shall agree thereupon in an Order.

4.5. Trial License
4.5.1. This Section 4.5 contains the terms and conditions of Vaadin’s trial
License (“Trial License”), under which Vaadin may make certain software
components available for free evaluation use by Customer. Further terms and
conditions applicable to a particular Trial License may be set out in the Order
or appear in connection with a trial registration form.

4.5.2. Vaadin grants to Customer a limited, non-exclusive License to Use
Licensed Software solely in Customer’s internal operations for evaluation
purposes. The Trial License may be subject to one or more usage limits.

4.5.3. Customer may not (a) circumvent any technical limitations included in
the Licensed Software offered to Customer under a Trial License; (b) integrate
the Licensed Software into Project Results or use it for any commercial,
production or training purpose; or (c) transfer the Trial License to any third
party, or redistribute the Licensed Software being subject to a Trial License.

4.5.4. Vaadin makes the Licensed Software available to Customer on a trial
basis until the earlier of (a) the end of the trial period for which Customer
registered; (b) the start date of any paid Subscription to such Licensed
Software; or (c) termination of the trial by Vaadin in its discretion. The
trial period is not automatically renewed, and Customer may not register for a
new free trial with respect to a particular Licensed Software, before twelve
(12) months have passed from the beginning of the previous trial period.
Customer may request an extension to the trial period from Vaadin, and Vaadin
may in its discretion decide to extend such trial period for Customer.

4.5.5. Any data that Customer enters into a Licensed Software, and any
configurations or customizations made to a Licensed Software by or for
Customer, during Customer’s free trial will be permanently lost unless Customer
purchases a paid Subscription to the same Licensed Software as covered by the
trial, or export such data, before the end of the trial period.

5. Updates, Upgrades, Maintenance and Support for Licensed Software
5.1. Vaadin may, at its sole discretion, during the Subscription term offer
maintenance releases, updates and upgrades (new versions) to Licensed Software.
Installed updates replace and/or supplement (and may disable) the version of
the Licensed Software previously provided under the License. The updated
Licensed Software remains subject to the terms of the License and to any
special terms and conditions possibly accompanying such update.

5.2. Customer is not entitled to receive support for the Licensed Software,
except as set out in the Order or other Agreement document. Vaadin may also
otherwise at its sole discretion provide support for the Licensed Software
during the Subscription term, either for free or for a fee.

6. Subscription-based Services, Tools, and Features
6.1. This Section 6 sets out the terms under which Customer may purchase
certain Subscription-based tools, features and other Services from Vaadin. Any
tool, feature or other Service to be delivered by Vaadin to Customer shall be
set out and agreed upon in an Order or other Agreement. Sections 6.2–6.10 below
apply with respect to Customer only to such extent that Customer has explicitly
agreed upon the delivery of such tools, features or other Services by Vaadin to
Customer.

6.2 Training Courses
6.2.1. Customer is offered access to Vaadin’s recorded and/or live, instructor
led online training courses during the term of the Subscription.

6.2.2. Customer Users can enroll to live training courses subject to
availability of seats. Once Vaadin has processed the Customer User’s
enrollment, Vaadin will send such Customer User a confirmation email.

6.2.3. Vaadin exclusively owns and retains all title, Intellectual Property
Rights, and any other rights in and to Vaadin Materials used in connection with
training courses. Customer agrees not to copy or distribute Vaadin’s
copyrighted material without Vaadin’s prior written consent and not to use
recording equipment in Vaadin’s classes without Vaadin’s prior written consent.

6.3. Vaadin Commercial Tools
6.3.1. Customer is given access to existing and upcoming versions of Vaadin’s
commercial components and tools as defined in an Order or other Agreement
document. Vaadin grants Customer a license to use the commercial Vaadin tools
and components for the duration of the Subscription in accordance with the
applicable license terms set for each tool and component. Unless otherwise set
out in the applicable license terms set for each tool or component, Customer’s
right of use shall expire without a separate notice when the Subscription is
terminated or expires.

6.4. Expert Chat
6.4.1. Customer is offered access to a chat service, where Vaadin’s expert team
helps Customer by answering technical questions. This Service allows Customer
to get advice regarding any issues related to Supported Software through a chat
service during the Support Hours. Only advice is provided as part of this
Service. For example, implementation of software, UX design, hands-on sessions
through screen sharing or corresponding, or training services are not provided
as part of this Service.

6.5. Expert on Demand
6.5.1. Customer is provided with an on-demand software development and advisory
Service, where Vaadin’s expert team helps Customer with Vaadin’s applications.
This Service is provided as ticket-based Consulting in accordance with this
Section 6.5 and Section 7.1 below.

6.5.2. This Service may include a number of hours that are added into the time
balance in the beginning of the Subscription term or on a monthly basis or that
are purchased separately. Customer may submit service requests to the Service.
The time used for resolving the service requests is deducted from Customer’s
time balance. The Subscription has a credit limit that allows resolution of
service requests in case the time balance is zero (0) or negative, up to the
credit limit. The negative time balance will be invoiced monthly. At the end of
the Subscription term any unused positive balance is lost. When the
Subscription is terminated, any remaining time balance is lost.

6.5.3. During the Support Hours, the resolution of a support request will be
started within two (2) business days. If Vaadin fails to start the resolution
as agreed, Customer will be compensated with one (1) free Expert on Demand hour
that is added to the time balance.

6.5.4. If the estimated work effort for resolving a service request totals to
more than four (4) hours, a confirmation is requested from Customer before
starting the work. If the estimated work effort is inadequate for completing
the work, Vaadin is not obligated to continue working and will stop working on
the service request when the estimated number of hours is reached, if Customer
does not authorize the continuation of the service request at their expense.

6.6. Warranty
6.6.1. This Service allows Customer to request a specific bug in Supported
Software to be fixed. There can be only one open warranty request at a time per
Subscription. Vaadin reserves the right to choose, at its sole discretion,
which warranty requests will be fixed.

6.6.2. During the Support Hours, the resolution of a support request will be
started within two (2) business days. If Vaadin fails to start the resolution
as agreed, Customer will be compensated with one (1) free Expert on Demand hour
that is added to the time balance.

6.7. Vaadin Mentor
6.7.1. This Service is provided as Consulting in accordance with Section 7.1
below.

6.8. Indemnification
6.8.1. Vaadin shall indemnify, defend and hold harmless Customer from and
against any and all third-party claims and/or liabilities, including attorneys’
fees and costs, arising directly out of the use of Vaadin products by Customer
in compliance with the Agreement. The aforesaid claims include claims of
misappropriation, infringement, and invalid licensing of copyrighted work. If
any action or proceeding is brought against Customer by reason of any of the
foregoing matters, Vaadin shall upon written notice in English defend the same
at Vaadin’s expense and Customer shall cooperate with Vaadin in such defense.
If in the reasonable opinion of Vaadin a Vaadin product infringes third-party
Intellectual Property Rights or if such infringement has been confirmed in a
trial, Vaadin shall and may at its own expense and discretion either (a) obtain
the right to continue use of the Vaadin product for Customer; (b) replace the
Vaadin product with a product or service that complies with the Agreement and
corresponds to the Vaadin product; or (c) modify the Vaadin product in order to
eliminate the infringement in such a manner that the modified Vaadin product
with the Agreement. If none of the above-mentioned alternatives is available to
Vaadin on reasonable terms, Customer shall, at the request of the supplier,
stop using the Vaadin product and return it, and Vaadin shall refund the price
paid by Customer for the deliverable less the proportion of the price
corresponding to the actual time of use. Vaadin shall not, however, be liable
if the claim (a) is due to willful misconduct or gross negligence by Customer,
(b) is asserted by a group company of Customer, (c) results from alteration of
the Vaadin product by Customer or from compliance with Customer’s written
instructions; (d) results from use of the Vaadin product in combination with
any product or service not supplied by Vaadin; or (e) could have been avoided
by the use of a released product or service that complies with the Agreement
and corresponds with the deliverables and which product or service is offered
for use to Customer by Vaadin without separate charge. The aforesaid indemnity
obligation of Vaadin shall, however, always be limited to an amount equal to
three times the yearly Subscription fee, and Vaadin’s liability for indemnified
claims shall be limited to this Section 6.8.


6.9. Extended Maintenance for Vaadin
6.9.1. The extended maintenance for Vaadin Service extends the coverage of the
Expert Chat Service (Section 6.4) and the Warranty Service (Section 6.6) thus
that the latest minor versions of Vaadin Framework versions 7 and 8 and related
Vaadin components, Vaadin Tools, Vaadin Pro Add-ons and stable status add-ons
released by Vaadin are covered for the duration of the Subscription term.

6.9.2. The extended maintenance for Vaadin Service extends the coverage of the
Expert Chat Service (Section 6.4) and the Warranty Service (Section 6.6) thus
that the latest minor versions of Vaadin platform versions 10, 14, and 23+ are
covered for the duration of the Subscription term.

6.9.3. Any and all changes to the software covered by Extended Maintenance may
be published under a commercial or non-commercial License and will be made
available exclusively to Customers that have subscribed to the extended
maintenance for Vaadin Service.

6.9.4. The scope of the extended maintenance for Vaadin Service is described in
more detail in the Order or other Agreement document.

6.10. Custom Builds
6.10.1 This Service allows Customer to request specific bugs fixes or features
to be backported to a non-supported version of Vaadin Framework or Vaadin
Platform and released as a Customer specific build under a commercial Runtime
License (Section 4.4) (“Custom Build”). Features will be backported under the
Expert on Demand Service (Section 6.5) and charged separately. Vaadin maintains
the Custom Build for the duration of the Subscription. The license to use the
Custom Build is valid for the duration of the Subscription and ends when the
Subscription terminates.

6.10.2. During the Support Hours, the resolution of a support request will be
started within two (2) business days. If Vaadin fails to start the resolution
as agreed, Customer will be compensated with one (1) free Expert on Demand hour
that is added to the time balance.

6.10.3. Vaadin will build a new version of the Custom Build on demand basis,
however, at most once a month.

6.11. Technical Success Manager
6.11.1 Technical Success Manager (“TSM”) is a technical expert allocated to
help Customer to use Vaadin’s products and services in a productive manner.
TSM's areas of expertise include, but are not limited to, answering technical
questions, disseminating best practices, and coordinating work between Customer
and Vaadin.

6.11.2. Customer may request regular meetings with the TSM with a maximum
monthly total of four (4) hours of active meeting time. Preparation and
coordination time related to the meetings is not included in the above
mentioned monthly total.

6.11.3. Software programming and project management are not included in the
scope of this TSM service referred to in this Section 6.11. Programming and
project management services are provided under Expert on Demand and Consulting
services.

7. Consulting
7.1. Delivery of Consulting
7.1.1 The Parties may agree upon the delivery of Consulting in an Order, SOW,
or other Agreement document. Unless otherwise agreed by the Parties, Consulting
is delivered by Vaadin to Customer on a time-and-material basis. The standard
working methods and practices of Vaadin shall be followed.

7.1.2. Vaadin warrants that the Consulting will be performed in the agreed
manner, with due care and with the professional skills required for the task.
This warranty shall be valid for thirty (30) days from performance of
Consulting. If during such time period, Customer reasonably determines that the
Consulting has not been performed in accordance with the aforesaid, Customer
shall promptly notify Vaadin. If Vaadin determines that the Consulting was
defective, then Vaadin will take prompt remedial action to re-perform any
Consulting that fails to meet the limited warranty at its own cost and expense
or refund to Customer the fees paid for the non-conforming Consulting. THE
FOREGOING STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND VAADIN’S ENTIRE
LIABILITY FOR ANY BREACH OF THE FOREGOING WARRANTY REGARDING CONSULTING.

7.1.3. If either Party finds that a delay will occur or is likely, the Party
shall without delay inform the other Party in writing of the delay and of the
effects of the delay on the delivery time schedule.

7.1.4. Unless otherwise agreed, any indicated delivery times of Vaadin are
approximate. Vaadin’s sole responsibility for delays is to use reasonable
commercial efforts to meet the specified time of delivery.

7.1.5. If a not-to-exceed hourly limit is specified in the Agreement, Vaadin is
not obligated to continue working and will stop working on the Consulting when
such limit is reached if Customer does not authorize the continuation of the
Consulting at their expense.

7.2. Qualification and Replacement of Personnel
7.2.1. Customer shall have a right to review and approve the qualifications of
any Vaadin personnel assigned to perform the Consulting described in an Order
or a SOW, and Customer may require Vaadin to remove and/or replace any of such
personnel at any point of time. If Customer has selected named personnel to
perform the Consulting, such personnel shall be named in an Order or a SOW.

7.3. Non-solicitation
7.3.1. During the Term of an Agreement concerning Consulting and for a period
of one (1) year after termination of the Agreement concerning Consulting, both
Parties hereby agree that they shall not, directly or indirectly, solicit,
discuss employment or consultancy with, or hire any employee or consultant of
the other Party, including all affiliates, related and group companies and
subcontractors. If either Party breaches this Section, the breaching Party
shall, on demand, pay to the other Party 200 000 euros according to the payment
terms set forth in this Agreement. This amount represents an agreement between
the Parties approximating the significant damage likely to result from breach
of this Section and is not to be interpreted as a penalty or punishment
therefor.

7.4. Sponsored Development
7.4.1 The Parties may agree upon the delivery of Sponsored Development in an
Agreement. This Service is provided as Consulting in accordance with this
Section 7. Intellectual Property Rights to Sponsored Development results are
regulated by Section 11 below.

7.5. Change Control
7.5.1. All changes to any SOW incorporated into the Agreement, including
changes to the specifications and contents of the delivery and the possible
effects of the changes to the time schedule, as well as any changes to the
price and other terms and conditions of the SOW and of the Agreement shall be
agreed in writing to be valid.

8. Modifying Subscription or Service
8.1. Vaadin may change its Subscriptions and/or Services by adding, modifying
or removing any features or functionalities. Vaadin may also stop providing
parts of, or the whole of, the Subscription or a Service. Vaadin may also
create new operating guidelines or limitations to the Subscription or a
Service. Vaadin will notify Customer of significant changes in advance. If the
change significantly diminishes or impairs the Subscription or Service,
Customer may terminate the Subscription or Service and any pre-paid fees will
be refunded in proportion to non-rendered Services or for the remaining
Subscription term. Vaadin, however, endeavors not to apply such changes that
significantly diminishes or impairs the Service for Customer during the ongoing
Subscription term or the ongoing term of a SOW.

9. General Responsibilities of Customer
9.1. Customer shall pay the applicable Subscription and Service fees in a
timely manner.

9.2. Customer shall provide Vaadin free of charge with all permissions,
instructions, information, documentation, access rights, resources and
assistance that are reasonably necessary for Vaadin to deliver the
Subscriptions and Services. Customer will adhere to the agreed processes and
ways of working (e.g., online tools and communication systems) as applicable.
Customer maintains for its part and at its own cost the data communication
connections, equipment, ICT environment and software necessary for the use of
Subscriptions and Services, as reasonably informed by Vaadin from time to time.

9.3. Customer is responsible for the correctness, completeness, suitability and
non-infringement of any material and information provided and instructions
issued to Vaadin as well as for the compliance thereof with the laws,
regulations and orders of the authorities. Customer shall ensure that the
information and material and agreed use of the Services, Licensed Software,
Vaadin Commercial Materials or Vaadin Non-Commercial Materials do not violate
any export control restrictions or international trade sanctions. Customer
shall ensure that such Services and Materials are used in accordance with
applicable law and under relevant consents.

10. Fees, Invoicing and Payment Terms
10.1. Subscriptions
10.1.1. The applicable Subscription fee is detailed in the Order or other
Agreement document.

10.1.2. The agreed Subscription fee shall apply for the agreed Subscription
term. Vaadin shall be entitled to adjust the Subscription fee at any time. The
adjusted new Subscription fee shall apply with respect to Customer from the
beginning of the next Subscription term, provided that the Subscription is
renewed.

10.1.3. As regards Developer Licenses, the Subscription fee is tied to the
number of Developers and possible other metrics set out in the Order or other
Agreement document. As regards Runtime Licenses, the Subscription fee is tied
to the Authorized Application and possible other metrics set out in the Order
or other Agreement document. As regards Trial Licenses, no Subscription fee is
charged.

10.2. Consulting
10.2.1. All cost and effort estimates given by Vaadin to Customer are
indicative by nature and do not affect the calculation of the fees. If not
otherwise specified in the Agreement, the Services are provided on
time-and-material basis. The fee is determined by multiplying the hourly rates
set forth in the Agreement by the hours that Vaadin has worked on the Services.

10.2.2. The applicable prices and hourly rates are detailed in the Agreement
and/or its appendices. If a price for a Service has not been agreed, the price
in Vaadin’s price list effective on the order date shall apply.

10.2.3. Vaadin shall be entitled to adjust its prices with thirty (30) days’
notice to Customer.

10.2.4. Vaadin shall, if pre-approved by Customer, be entitled to charge for
customary and reasonable travel and accommodation costs as well as other travel
costs relating to Services. Traveling time shall be charged as 50% of the
agreed hourly rates.

10.2.5. In case Customer requests that Vaadin personnel performs Consulting
more than eight (8) hours per day, and Vaadin agrees to such request, Vaadin
shall be entitled to charge a 50% surplus for each hour exceeding such eight
(8) hour limit. If no hourly rate is agreed in the Agreement, Vaadin’s price
list effective on the order date shall apply.

10.3. Invoicing and payment terms
10.3.1. Vaadin invoices Subscriptions in advance upon order or thirty (30) days
before renewal. Time-and-material based Services are invoiced for monthly in
arrears.

10.3.2. Value added tax, sales tax and any other similar taxes, charges and
withholdings are added to the fees in accordance with the then current
regulations.

10.3.3. Payment terms are ten (10) days net of the date of an invoice. Vaadin
reserves the right to charge interest on any unpaid balances, at the rate of
two percent (2%) per month.

11. Intellectual Property Rights
11.1. Vaadin Materials
11.1.1. All Intellectual Property Rights, title and any other rights in and to
Vaadin Materials are and shall at all times remain the sole and exclusive
property of Vaadin and its third-party licensors, if any. Such Vaadin Materials
include, e.g., Licensed Software, Vaadin Commercial Materials, Vaadin
Non-Commercial Materials, and Vaadin’s Pre-Existing Materials.

11.1.2. Customer’s right to use Licensed Software, other Vaadin Commercial
Materials, and/or Vaadin Non-Commercial Materials is subject to Customer
separately obtaining a license to such Materials and Customer complying with
such license terms and conditions. Customer may use Vaadin’s Materials only for
the purpose set out in the Agreement.

11.1.3. Customer will not at any time do or cause to be done any such act or
thing which in any way impairs, or intends to impair, any right, title,
interest or any Intellectual Property Right of Vaadin or its third-party
licensors. Customer shall not in any manner represent that it has any ownership
of any kind in any of the above-mentioned Intellectual Property Rights.

11.1.4. Customer’s License to Use Licensed Software is set out under Section 4
above. Section 6 contains license terms relating to certain tools, features and
other Services from Vaadin.

11.2. Customer Work Products
11.2.1. Unless otherwise agreed between the parties with respect to Vaadin’s
Pre-Existing Materials, Vaadin grants to Customer a perpetual, worldwide,
non-exclusive, royalty-free, irrevocable, transferable license to use, make,
reproduce, prepare derivative works of, publicly display and perform, transmit,
sell, offer to sell, and distribute Vaadin’s Pre-Existing Materials or any
derivative works of Vaadin’s Pre-Existing Materials that are used in the
creation of agreed Customer Work Products as part of Consulting and are an
inseparable part of the Customer Work Products. This license is limited to
Vaadin’s Pre-Existing Materials only, as described above, and does not grant
any rights to any Licensed Software, other Vaadin Commercial Materials, or
Vaadin Non-Commercial Materials.

11.3. Customer Materials
11.3.1. Customer exclusively owns and retains all title, Intellectual Property
Rights, and any other rights in and to Customer’s Pre-Existing Materials.
Vaadin has the right to use Customer’s Pre-Existing Materials only for the
purposes of the Agreement.

11.3.2. Customer exclusively owns and retains all rights to the Customer Work
Products. Vaadin has the right to use the Customer Work Products only for the
purposes of the Agreement. For the avoidance of doubt, the Customer Work
Products never includes Licensed Software, other Vaadin Commercial Materials,
or Vaadin Non-Commercial Materials.

11.4. Sponsored Development Results
11.4.1. Vaadin exclusively owns and retains all title, Intellectual Property
Rights and any other rights in and to any results from Sponsored Development
(“Sponsored Development Results”). Vaadin grants to Customer a perpetual,
worldwide, non-exclusive, royalty-free, irrevocable, transferable license to
use, make, reproduce, prepare derivative works of, publicly display and
perform, transmit, sell, offer to sell, and distribute Sponsored Development
Results or any derivative works of Sponsored Development Results.

11.5. Contributions to Vaadin Materials
11.5.1. Customer irrevocably and perpetually assigns to Vaadin all of
Customer’s right, title and interest in and to any contribution related to
Licensed Software, other Vaadin Commercial Materials, Vaadin Non-Commercial
Materials, or Vaadin’s Pre-Existing Rights, including without limitation
software artefacts, modifications, bug fixes, bug reports, performance reports,
documentation changes and other enhancements created during the performance of
the Agreement, including without limitation all proprietary rights and
Intellectual Property Rights recognized anywhere in the world, now or in the
future, associated with Customer’s contribution related to said Vaadin
Materials. Customer represents and warrants that it has the legal right to
grant these rights to Vaadin.

11.5.2. The Parties may on a case-by-case basis and in advance agree separately
on more significant Customer contributions to Vaadin Materials.

11.6. Content in Expert on Demand and Expert Chat
11.6.1. As regards content submitted to the expert on demand or expert chat
Services, Customer grants Vaadin a worldwide, fully paid-up limited license to
use and utilize such content for the purposes of improving and operating
Vaadin’s Services. This license continues even if the Subscription ends and
Customer stops using Vaadin’s Services. Customer represents and warrants that
it has the legal right to grant these rights to Vaadin.

11.6.2. Vaadin grants Customer a worldwide, royalty-free, irrevocable,
non-exclusive license to duplicate, modify, distribute, sell, re-license and
reuse the answers and advice to the requests that Customer has sent to the
expert on demand or expert chat Services. This license does not give Customer
any rights to any Intellectual Property Rights that are not created as part of
the service request resolution process, including without limitation Licensed
Software, other Vaadin Commercial Materials, Vaadin Non-Commercial Materials,
Vaadin’s Pre-Existing Materials, or other software, products or documentation.

11.7. Third-Party Components
11.7.1. All Intellectual Property Rights to third-party components are owned by
third parties and exclusively governed by the terms issued by the respective
third-party vendors. To the extent the use of third-party components has not
been agreed upon in the Agreement, Vaadin will ask for Customer’s written
permission for using any third-party components in connection with providing
the Services. Customer agrees to procure all such licenses for third-party
components necessary for the provision of the Services.

11.8. Vaadin Trademarks
11.8.1. “Vaadin”, “}>”, “Fight for Simplicity” and “Thinking of U and I” are
registered trademarks of Vaadin Ltd and may not be used without permission from
Vaadin.

11.9. Suspected Violations of Intellectual Property Rights
11.9.1. Customer is encouraged to notify Vaadin if it suspects that somebody is
violating Vaadin’s Intellectual Property Rights, by email to privacy@vaadin.com
or by filling Vaadin’s online contact form.

12. Customer Data
12.1. Customer acknowledges that it is solely responsible for protecting and
preserving any and all information and data present on its computer systems or
which may be otherwise affected by the performance of the Licensed Software
and/or Services. Vaadin shall not be responsible for the loss of or damage to
any such information, including where such loss or damage results from failure
of Customer to properly back-up its data prior to the performance of the
Licensed Software and/or Services. Customer shall be responsible for taking
back-up copies of its data and data files and for verifying the functionality
of such back-up copies.

13. Processing of Personal Data
13.1. The Privacy Policy describes in detail how Vaadin as a controller
processes personal data on its customers and community members.

13.2. If Vaadin processes personal data on behalf of Customer, the Parties
shall enter into a separate data processing agreement.

14. Confidentiality
14.1. Both Vaadin and Customer agree that the Agreement and all information and
Materials related to the Agreement constitutes “Confidential Information”.
Confidential Information further includes information either marked as
confidential or information reasonably known or understood by the receiving
Party as being treated by the disclosing party as confidential. Confidential
Information shall not include information: (i) that is now or becomes generally
available to the public through no fault or breach of the receiving Party; (ii)
that the receiving Party can document was already known to it prior to
disclosure by the disclosing Party; (iii) that is independently developed by
the receiving Party without the use of any of the other Party’s Confidential
Information; and (iv) that the receiving Party rightfully obtains from a third
party who has the right to transfer or disclose it.

14.2. Each Party agrees to keep the other Party’s Confidential Information
confidential, not to use such information except as authorized by the
disclosing Party, and to accord to such information the same safeguards and
protections which it accords to its own confidential business or technical
information. If the receiving Party is subpoenaed or ordered by any court or
governmental agency to disclose the other Party's Confidential Information, it
will provide prompt written notice to the other Party so as to allow such Party
to seek a protective order or confidential treatment for such information.

14.3. Both Parties may disclose Confidential Information to their personnel
that have a need to know such Confidential Information for performing the
duties required by the Agreement with the provision that such personnel is
bound by confidentiality obligations corresponding to those included in this
Section 14.

15. Use of Name
15.1. Vaadin may use Customer’s name and logo in its marketing collateral,
websites, and promotional materials to identify Customer as a customer of
Vaadin.

16. Subcontractors
16.1. Vaadin may subcontract the delivery of its Subscriptions and Services
wholly or partially, however, such subcontractors must agree to be bound by
confidentiality provisions corresponding to those set out in the Agreement.
Vaadin may use resources from any parent, affiliated or related companies to
perform its Subscriptions and Services.

17. Employees
17.1. Vaadin is responsible for all Vaadin personnel and for the payment of
their compensation, including, if applicable, withholding of income taxes and
the payment and withholding of social security and other payroll taxes,
unemployment insurance, workers’ compensation insurance payments and disability
benefits.

18. Competition
18.1. Customer acknowledges and agrees that Vaadin may, without limitation,
grant licenses and provide Subscriptions and Services to other persons, firms,
corporations, or other entities, including entities that compete with Customer,
on any terms Vaadin deems appropriate.

19. Auditing rights
19.1. Vaadin shall have a right to inspect and audit Customer’s compliance with
the Agreement. Before using its audit right, Vaadin may first ask Customer to
address its compliance with the Agreement by correspondence, reports, and other
documents. If Vaadin finds such documentation insufficient, Vaadin shall be
entitled to carry out an audit during regular business hours of Customer. Such
audit may be carried out no more than once per year unless a follow-up audit is
required due to revealed violations of the Agreement. If an audit reveals
violations of the Agreement or an underpayment by Customer, Customer shall
without delay pay the amount underpaid and/or correct the error/shortage and in
addition compensate Vaadin for all reasonable costs associated with such an
audit.

20. Term and Termination
20.1. Subscriptions
20.1.1. A Subscription is purchased for a Subscription term chosen at the time
of purchase.

20.1.2. Customer's right of use starts at the beginning of the Subscription
term and remains in force until the end of the Subscription term. The start
date of the Subscription term may be set out in the Order or other Agreement
document. If no Subscription start date is specified, the start date shall be
the date when Vaadin provides Customer with access to subscribed product or
service.

20.1.3. At the end of the Subscription term, the Subscription is automatically
renewed for the period length corresponding to the length of the original
Subscription term. Customer will be charged with the same payment method as
with the most recent Subscription. Customer can terminate any Subscription
within the vaadin.com service or by contacting Customer’s contact person at
Vaadin at any time. If a right of use is given without a fee, such right of use
is valid for the time defined by Vaadin.

20.1.4. Details regarding Subscriptions for Licensed Software
20.1.5 Upon expiration or termination of a License (in connection with the
expiration of a Subscription term or a premature termination of the Agreement),
Customer’s and its Authorized Users’ right to Use Licensed Software shall end.
Except as set out in Section 20.1.6 below, Customer shall promptly cease use of
the Licensed Software and destroy all copies of the Licensed Software in its
possession.

20.1.6. With respect to Developer Licenses, Customer may also after the
Subscription term continue permitted redistribution of the Licensed Software as
part of Customer’s Project Result, providing that the Licensed Software is not
further developed or modified or used as a component or framework in a software
development project or used in another way that would require a valid Developer
License. In case the Agreement is terminated due to Customer’s breach of the
Agreement, Vaadin shall, however, be entitled to terminate Customer’s possible
right of redistribution. Any licenses Customer has granted to the Project
Result in accordance with the terms and conditions of these Commercial Terms
will, however, survive termination of the Agreement.

20.1.7. With respect to Runtime Licenses, Customer’s and its sub-licensees’
(i.e., possible permitted customers of Customer’s Authorized Application(s))
right to Use Licensed Software ends on the day that the Subscription expires or
is terminated.

20.2. Consulting
20.2.1. An Agreement on Consulting shall commence as of the Effective Date and
remain in effect until further notice or for any fixed term agreed by the
Parties (“Consulting Term”). During the Consulting Term, each SOW shall remain
in effect until the Services have been delivered to Customer or as otherwise
agreed by the Parties in the SOW. The termination of a SOW shall not cause the
termination of any other SOW.

20.2.2. Either Party may terminate any SOW during the Consulting Term for any
reason or no reason by giving thirty (30) days’ written notice to the other
Party.

20.3. General provisions
20.3.1. Vaadin may stop providing its Subscriptions or Services, or terminate
the Agreement upon written notice of termination to Customer, if Customer has
not paid a due and correct payment despite a written reminder, or Customer
otherwise breaches any obligation under the Agreement, becomes insolvent or
ceases doing business in the ordinary course. Vaadin may also stop providing
Subscriptions or Services to Customer if Vaadin is investigating suspected
misuse. If Customer’s breach is capable of being remedied, the Agreement may be
terminated only if Customer has not rectified its breach within seven (7) days
from the written notice of Vaadin.

20.3.2. If Customer terminates the Agreement, no pre-paid Subscription or
Service fees will be returned. If Vaadin terminates the Agreement prematurely,
excluding termination due to Customer’s breach of any obligations under the
Agreement, pre-paid Service fees will be refunded in proportion to non-rendered
Services. All accrued Service fees shall be invoiced and paid upon termination
of the Agreement within 45 days.

21. Survival
21.1. Any sections of the Agreement containing provisions on Intellectual
Property Rights, licensing restrictions, confidentiality, use of name,
non-solicitation, warranties and warranty disclaimers, limitations of
liability, audits rights, governing law and jurisdiction, and any term of the
Agreement which, by its nature, is intended to survive termination or
expiration, will remain in effect following any termination or expiration if
the Agreement, as will Customer’s obligation to pay any fees accrued and owing
to Vaadin as of termination or expiration.

22. Warranties
22.1. LICENSED SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND
EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
EXCEPT AS EXPRESSLY PROVIDED IN THESE COMMERCIAL TERMS, NEITHER PARTY MAKES ANY
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR
PURPOSE, ANY IMPLIED WARRANTY THAT ANY SOFTWARE, PRODUCT OR SERVICE WILL MEET
ALL NEEDS AND EXPECTATIONS, BE ERROR-FREE, OR BE OF CERTAIN CONDITION, QUALITY
OR DURABILITY, OR FUNCTION OR PERFORM IN A CERTAIN WAY. ALL SUCH WARRANTIES,
CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.

23. Limitation of Liability
23.1. VAADIN AND ITS AFFILIATES AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT
NOT LIMITED TO BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF PROFITS, LOSS OF
REVENUES, LOSS OF BUSINESS OPPORTUNITIES AND LOSS OF GOODWILL, OR FOR DAMAGES
CAUSED TO THIRD PARTIES OR BY THE PURCHASE OF REPLACEMENT PRODUCTS OR SERVICES,
HOWSOEVER CAUSED, EVEN IF THEY HAVE BEEN ADVISED OF OR SHOULD HAVE FORESEEN
SUCH DAMAGES.

23.2. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF
A PARTY TOWARDS THE OTHER PARTY IN RELATION TO THE AGREEMENT IS LIMITED TO A
MAXIMUM OF 50 % OF THE PRICE PAYABLE FOR THE AGREED SUBSCRIPTION, PRODUCT OR
SERVICE DIRECTLY RELATED TO THE CAUSE OF ACTION ASSERTED UNDER THE RELEVANT
AGREEMENT. IN CASE OF SUBSCRIPTIONS, THE AFOREMENTIONED 50 % LIMIT IS
CALCULATED BASED ON THE SUBSCRIPTION FEE FOR THE MOST RECENT SUBSCRIPTION TERM.
IN CASE OF CONSULTING CARRIED OUT OUTSIDE A SUBSCRIPTION, THE AFOREMENTIONED 50
% LIMIT IS CALCULATED BASED ON THE TOTAL VALUE OF THE CONSULTING UNDER THE
RELEVANT SOW.

23.3. THIS LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE CAUSE OF
ACTION OR LEGAL THEORY PLED OR ASSERTED, INCLUDING NEGLIGENCE, TORT, BREACH OF
CONTRACT AND WARRANTY.

24. Statute of Limitation
24.1. The Parties agree that any action in relation to an alleged breach of the
Agreement shall be commenced within one (1) year of the date of the breach,
without regard to the date the breach is discovered. Any action not brought
within that one (1) year time period shall be barred, without regard to any
other limitations period set forth by law or statute.

25. Complaints
25.1. If at any time a Customer User would like to discuss with Vaadin how the
Subscriptions or Services can be improved or if a Customer User has a complaint
about the Subscriptions or Services, such Customer User is invited to contact
the Vaadin contact person identified in the Agreement. Vaadin will investigate
any complaints promptly and do what it can to resolve the difficulties.

26. Governing Law and Jurisdiction
26.1. For customers domiciled in the United States
26.1.1. If Customer’s domicile is in the United States, the Agreement shall be
governed by and construed in accordance with the substantive laws of the State
of California. The Agreement shall be construed and enforced without regard to
the United Nations Convention on the International Sale of Goods (CISG). Any
dispute or controversy or claim arising out of or relating to the Agreement, or
the breach, termination or validity thereof, shall be resolved by final and
binding arbitration in accordance with the International Chamber of Commerce
Rules of Arbitration, by one (1) arbitrator appointed according to the
aforementioned rules. The arbitration shall be conducted in the English
language in San Francisco, California, United States.

26.2. For customers domiciled outside the United States
26.2.1. If Customer’s domicile is outside the United States, the Agreement
shall be governed by and construed in accordance with the substantive laws of
Finland, excluding its choice of law provisions and the United Nations
Convention on Contracts for the International Sale of Goods (CISG). Any
dispute, controversy or claim arising out of or relating to the Agreement, or
the breach, termination or validity thereof, shall be finally settled by
arbitration in accordance with the Arbitration Rules of the Finland Chamber of
Commerce. The number of arbitrators shall be one. The seat of arbitration shall
be Turku, Finland. The language of the arbitration shall be English.

26.3. Waiver of Jury Trial
26.3.1. UNLESS OTHERWISE EXPRESSLY STATED IN THE AGREEMENT OR ANY SOW
INCORPORATED IN THE AGREEMENT, THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL IN
ANY PROCEEDING ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE SUBSCRIPTIONS,
PRODUCTS AND SERVICES PROVIDED HEREUNDER.

27. Miscellaneous
27.1. Force Majeure
27.1.1. Except for the obligation to pay sums due hereunder, neither Party
shall be responsible for defaults, delays or failures in performance of the
Agreement (including, without limitation, war or insurrection, earthquake,
flood or other similar natural catastrophe, pandemics, interruptions in general
traffic, data communication or supply of electricity, technical malfunctions,
denial-of-service attacks, computer errors, corruption or loss of information,
import or export embargo, strike, lockout, boycott or other similar industrial
action) resulting from acts, events, circumstances or causes beyond its
control, including also a force majeure encountered by a subcontractor of a
Party.

27.2. Entire Agreement and Order of Precedence
27.2.1. The Agreement, including within limitation the Order or SOW, these
Commercial Terms and any other appendices, comprise the entire agreement
between Customer and Vaadin and supersedes all prior or contemporaneous
negotiations, discussions or agreements, whether written or oral, between the
parties regarding the subject matter of the Agreement.

27.2.2. In case of discrepancies between the documents constituting part of the
Agreement, the following order of precedence shall apply: (i) the Order, SOW or
other mutually signed Agreement document, (ii) these Commercial Terms, (iii)
other appendices of the Agreement (the appendices are applied as mutually
supplementary).

27.3. Notices
27.3.1. Notices and communications shall be in writing and deemed served when
received by hand delivery, certified mail (return receipt requested), by
recognized overnight courier or by e-mail that is replied to by a contact
person of the other Party.

27.4. No Waiver
27.4.1. The failure of a Party to exercise any right or privilege arising out
of the Agreement shall not preclude it from requiring that the other Party
fully performs its obligations and shall not preclude the Party from exercising
such a right or privilege at any time.

27.5. Headings
27.5.1. The headings in these Commercial Terms are for the convenience of the
Parties only and are not intended to define or limit the scope or
interpretation of the Commercial Terms or any provision hereof.

27.6. Severability
27.6.1. If any provision of the Agreement shall be held invalid, illegal or
unenforceable, the remaining provisions shall not be affected or impaired.

27.7. Export Control
27.7.1. The Licensed Software may be subject to import and export controls in
other countries. Customer agrees to strictly comply with all applicable import
and export regulations and acknowledge that Customer has the responsibility to
obtain licenses to export, re-export, transfer or import Licensed Software.

27.8. Assignment
27.8.1. Neither Party shall have the right to assign the Agreement to a third
party without the prior written consent of the other Party. However, Vaadin
shall have the right to assign the Agreement and the rights and obligations
contained therein to a company belonging to the same group of companies as
Vaadin, and to a third party to which the business of Vaadin is transferred.
Furthermore, Vaadin may assign its rights to amounts payable to it under the
Agreement.

27.9. Language
27.9.1. The official text of the Agreement, any notices given, or accounts or
statements required hereby shall be in English.

27.10. Changes to these Commercial Terms
27.10.1 Vaadin may change these Commercial Terms at any time, upon thirty (30)
days prior written notice. The changed Commercial Terms shall apply to any new
Orders and Agreements entered into after the effective date of the change. As
regards Subscriptions, the changed Commercial Terms shall apply from the
beginning of a renewed Subscription term, provided that Vaadin has notified
Customer of the changed Commercial Terms no less than thirty (30) days prior to
the renewal of the Subscription. If Customer does not agree to the amendment,
it may terminate the affected Agreement by providing written notice to Vaadin
prior to the effective date of the change (unless Vaadin decides to cancel the
respective amendment before such effective date, in which case no termination
right exists). Otherwise, the Agreement may be modified only by an express
written agreement executed by authorized representatives of each Party.