RevoGrid Pro License Agreement

1. Preamble

This License Agreement ("Agreement") is entered into by and between REVOLIST OÜ ("Company," "we," "us," "our"), a company registered in Estonia at Ruunaoja tn 3, Tallinn, Harju maakond 11415, and the individual or entity accessing or using RevoGrid Pro ("Licensee" or "User"). This Agreement is effective from the date the Licensee purchases or otherwise acquires a license to RevoGrid Pro.

We operate the websites https://rv-grid.com and https://pro.rv-grid.com ("Site/s"), as well as related products and services referenced in this Agreement ("Services").

For inquiries, you may contact us at [email protected].

By clicking "I accept" or otherwise accepting these Terms, You are entering into the Agreement. Unless expressly agreed otherwise by You and Licensor (collectively, the "Parties"), installation, copying, or other use of Deliverables force on the date You have indicated Your acceptance of these Terms ("Effective Date"). Your use of Deliverables is subject to full acceptance of, and strict adherence to, the terms and conditions of the Agreement.

2. Definitions

1. Revolist: Revolist OÜ, a company established under Estonian law, located at Ruunaoja tn 3, Tallinn, Harju maakond 11415, Estonia (registered under Registry Code 11273741).
2. User: The person or entity who enters into a Service Agreement with Revolist.
3. Service Agreement: The legally binding agreement concluded between Revolist and the User for the use of RevoGrid Pro.
4. Software: RevoGrid Pro software, including its plugins, examples, source code, and accompanying documentation.
5. RevoGrid: A software library provided by Revolist, accessible via various platforms, and licensed under the MIT license.
6. RevoGrid Pro: A premium offering of RevoGrid, consisting of a bundle of usage rights, services, and advanced features.
7. Repository: The online code repository containing RevoGrid Pro examples, plugins, and other resources.
8. Services: The rights and services provided by Revolist to Users as part of the RevoGrid Pro plan.
9. Platform: The internet platform called "RevoGrid Pro," including all functionalities provided via such platform.
10. User Account: The password-protected area of the Platform individually accessible to the User following registration.
11. Attribution mark: A small notice embedded in the RevoGrid interface, stating that RevoGrid is developed by Revolist OÜ. It is visible to users of the software and serves to give credit to the original creator. Paid users and non-commercial users are allowed to remove this attribution.

3. Grant of License

3.1. License Grant

Subject to the terms of this Agreement, Revolist grants the User a non-exclusive, non-transferable license to use, copy, integrate, and distribute RevoGrid Pro as part of the User's Product. The license permits the use of RevoGrid Pro for internal development, modification, and integration within commercial products.

3.2. Modification and Commercial Use

The User is permitted to modify RevoGrid Pro examples, integrate them with their own projects, and use them for commercial purposes. The User is responsible for ensuring compliance with third-party licenses when modifying and integrating RevoGrid Pro. The modifications may be distributed only as part of larger projects or products, not as standalone components.

3.3. Pro Lite vs. Pro Advanced

• Pro Lite: The User has access to Pro examples and the repository for development purposes.
• Pro Advanced: In addition to the features of Pro Lite, the User has access to premium support services, including priority handling of reported issues.

3.4. Usage Limitations

The license granted does not permit the User to resell, redistribute, sublicense, or make RevoGrid Pro available as a standalone product. Any modifications of RevoGrid Pro must only be used in conjunction with broader software projects. Except as expressly set forth herein, Revolist grants and the User receives no other rights or licenses to the Software, derivative works, or any intellectual property rights related to the Software, whether by implication, estoppel, or otherwise.

3.4.1. Required quantity of licenses

The number of developers licensed must correspond to the maximum number of concurrent developers (in any continuous 24-hour period) contributing changes to the front-end code of the projects that use the Software.

For example, a developer using the Software indirectly through a wrapper library needs to be licensed, a developer working on the front-end code of a project that includes the Software but who doesn't use the Software directly needs to be licensed.

To define the previous terms more precisely:

• front-end code is code that is executed in a browser, JavaScript most of the time.
• concurrent is development work carried out during the same calendar day, regardless of timezone.
• People who are solely executing the front end for testing purposes, such as verifying back-end changes, and are not contributing changes to the front-end code, do not need to be licensed.

If Licensee has not purchased sufficient licenses, Licensee will be required to purchase such licenses as required to comply with the terms of this agreement, at a price determined by Licensor, but not to exceed full price. Support will co-terminate with existing licenses.

3.5. Access to Repository

Subject to the chosen plan, the User may access the RevoGrid Pro repository via GitHub. Access is granted solely for use in accordance with this Agreement and may be revoked if the User breaches these terms.

3.6. User Account

The User must create an account to access the Repository and Services. The User Account is personal, and sharing credentials or allowing unauthorized third-party access is strictly prohibited.

3.7. License model

• Choice of license model Licensee can decide between two different license models when it enters the agreement: Annual license or Perpetual license. Licensee can later change its license model by paying a transfer fee if necessary. Unless mentioned explicitly during payment, the license model used is the Annual as the Perpetual comes with a higher fee.

• Annual license

  • Non-perpetual outside of production. All the developers contributing changes to the front-end code of a project that includes the Software need an active license. A license is active as long as it hasn't reached the end of the License Term. Licensee doesn't need to renew its license if no developers work with the API and source code of the Software in any capacity (indirectly or directly).

  • Perpetual in production. Licensee is allowed to perpetually use in a production environment any versions of the Software released before the end of the License Term.

• Perpetual license Licensee is allowed to perpetually use any versions of the Software released before the end of the License Term, in any environment (staging, development, production, etc.).

4. License Restrictions

1. Prohibited Actions: The User shall not:

   • Resell, redistribute, sublicense, lease, rent, or otherwise make RevoGrid Pro available as a standalone product.
   • Use RevoGrid Pro in a manner that infringes upon the intellectual property rights of Revolist or any third party.

2. No Standalone Distribution: Modifications made to RevoGrid Pro must only be distributed as part of a larger integrated project and cannot be distributed as standalone components or software.

3. Compliance with Law: The User agrees to use RevoGrid Pro in compliance with all applicable laws, including data protection, intellectual property, and export control regulations.

4. Attribution Requirement: The User must retain the attribution mark indicating Revolist OÜ as the creator of RevoGrid unless they are a paid user or using RevoGrid for non-commercial purposes. In such cases, the attribution mark may be removed.

5. Fees and Payments

1. Fees: The RevoGrid Pro Plan is subject to a fee. The fees to be paid under the Service Agreement correspond to the fees for the RevoGrid Pro Plan selected by the User.

2. Payment Terms: The due date and payment methods accepted by Revolist are determined by the description of the Service Plan selected by the User, which is subject to this Service Agreement. Fees for a specific booked period are due in advance.

3. VAT: Fees are always shown exclusive as well as inclusive of VAT.

4. Default and Interest: In the event of default, the User shall pay default interest to Revolist in accordance with the statutory provisions applicable in Estonia. Further rights of Revolist shall remain unaffected.

5. Electronic Invoicing: The User agrees to electronic invoicing.

6. Support and Maintenance

1. Pro Advanced Support: Users subscribed to the Pro Advanced plan are entitled to premium support services. This includes priority email support for reported issues.

2. No Warranty for Modifications: Revolist provides support only for the original version of RevoGrid Pro. Modifications made by the User are not covered under Revolist’s support services, and Revolist shall have no obligation to troubleshoot or provide maintenance for such modifications.

3. Updates: Revolist may, at its discretion, provide updates, patches, or new releases to RevoGrid Pro. Users with an active subscription will be eligible to receive these updates as they become available.

7. Term and Termination

1. Term: The Service Agreement is concluded for the term that corresponds with the billing period specified in the description of the respective RevoGrid Pro Plan, which is subject to the Service Agreement. The Agreement will remain in force as long as the subscription is active and the User complies with the terms and conditions herein.

2. Termination by Either Party: The Service Agreement can be terminated by either Party with one week's notice to the end of the then-current billing period.

3. Immediate Termination for Good Cause: The right to terminate with immediate effect for good cause by either Party remains unaffected. Good cause from the perspective of Revolist includes, but is not limited to:

   • a) The User is in default with payment obligations and fails to resolve the default within 30 days after being reminded.
   • b) The User violates or breaches one or several of the obligations set forth in section 5 (License Restrictions).
   • c) The User has registered on the Platform in violation of section 4 or has submitted incorrect or falsified information during registration.
   • d) As a Professional User, the User is found to violate any ethical standards set forth by Revolist after being given 30 days to comply.

4. Effect of Termination: Upon termination of the Service Agreement, the User Account will be irrevocably closed, and all content, data, and settings that the User might have implemented, created, or uploaded will be deleted, except for data for which Revolist is subject to a retention obligation. The User must also cease using RevoGrid Pro and remove all instances of the Software from their systems. Access to the repository and premium support will also be terminated.

5. Termination Notification: Termination can be declared via email to [email protected].

8. Confidentiality

1. Confidential Information: The User acknowledges that RevoGrid Pro, the repository, and any related documentation or materials provided by Revolist contain confidential and proprietary information, including but not limited to source code, business processes, technical specifications, and other trade secrets. The User agrees to maintain the confidentiality of such information and not to disclose it to any third party without the prior written consent of Revolist.

2. Protection of Confidential Information: The User agrees to take all reasonable measures to protect the confidentiality of the information, including using it solely for purposes authorized under this Agreement and ensuring that only authorized personnel have access to it.

3. Exceptions: Confidential information does not include information that is or becomes publicly available through no fault of the User, is already known by the User before disclosure by Revolist, or is independently developed by the User without the use of Revolist’s confidential information.

9. Warranty Disclaimer

1. No Warranty: RevoGrid Pro is provided on an "as is" and "as available" basis. Revolist makes no warranties, whether express or implied, regarding the Software’s performance, reliability, availability, or fitness for a particular purpose. The User assumes all risks associated with the use of RevoGrid Pro.

2. Limitation of Liability: Revolist shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the use or inability to use RevoGrid Pro, including but not limited to loss of revenue, profit, data, or business opportunities.

10. Limitation of Liability

1. General Limitation of Liability: Revolist shall be liable exclusively according to the following regulations, regardless of the legal basis. Revolist shall only be liable for intent and gross negligence. In cases of slight negligence, liability will apply only in the case of a breach of a material contractual obligation whose fulfillment is essential to the Agreement and on which the User may rely (cardinal obligation). Revolist shall be liable only for foreseeable damage whose occurrence must typically be expected, including lost profit and unrealized savings.

2. Exclusions: The aforementioned limitation of liability shall not apply in the event of injury to life, body, and/or health, or liability under applicable product liability legislation. Revolist shall not be liable for events of force majeure that make contractual performance impossible, even if such events impair or hinder the Agreement's due performance temporarily. Force majeure includes circumstances beyond the control of the Parties, such as terror attacks, embargo, natural disasters, strikes, official orders, or measures addressing a pandemic. Revolist shall also not be liable for malfunctions and loss of quality of the data transfer on the Internet for which Revolist is not responsible.

3. Third-Party Tools: RevoGrid Pro incorporates third-party tools and libraries within its samples, plugins, and examples. Revolist endeavors to ensure these tools are licensed under permissive licenses (e.g., MIT, GPL, Apache 2.0). However, it is the User's responsibility to verify compatibility with their needs and legal requirements. Revolist reserves the right to incorporate additional third-party libraries in future examples or plugins, and the User is responsible for reviewing the licenses of these tools to ensure compliance with their requirements.

4. Employee and Agent Liability: To the extent that Revolist's liability is excluded or limited, this also applies to the liability of its employees, staff members, representatives, and agents.