End-User License Agreement
Effective Date: The date on which Licensee first activates the Software or executes an order form referencing this Agreement, whichever is earlier. Licensor: Ali Zreim, trading as an enskild firma (Swedish sole proprietorship) established in Sweden (the “Licensor”). The Licensor’s customer-facing website is published at docucommit.se. Software: DocuCommit and its constituent components, as defined below.
IMPORTANT — READ CAREFULLY. This End User License Agreement (the “Agreement”) is a binding legal contract between the Licensor and the individual or legal entity acquiring or using the Software (“Licensee”). By installing, copying, activating, accessing, or otherwise using the Software, Licensee accepts and agrees to be bound by all terms of this Agreement. If Licensee does not agree, Licensee must not install, activate, or use the Software, and must destroy any copies in its possession.
1. Definitions
For purposes of this Agreement, the following capitalized terms have the meanings set forth below.
1.1 “Software” means the DocuCommit product in executable form, including the Server component, the Local-App component, any command-line utilities, native or compiled binaries (including any GraalVM native-image builds), any associated installers, configuration files, schemas, default templates, and any Updates provided by Licensor, together with any related documentation.
1.2 “Licensee” means the legal entity identified in the applicable order form, purchase record, or activation record, together with its Authorized Users acting on its behalf. Where the activating individual is acting on behalf of an organization, that organization is the Licensee and the individual represents that they have authority to bind it.
1.3 “License” means the limited, non-exclusive, non-transferable right to use the Software granted in Section 2, subject to the restrictions, scope, and seat counts set forth in the applicable order form or activation record, and subject to suspension or termination as expressly provided in Sections 2.5, 5.3, and 5.4.
1.4 “Term” means the period during which the License is in effect, as defined in Section 5.
1.5 “Subscription Period” means the recurring billing period for which the License is paid — the monthly or annual interval selected at checkout, or such other period specified in an order form — during which Licensee is entitled to use the Software, receive Updates as set out in Section 6, and exercise the rights granted in this Agreement.
1.6 “Server License” means a License to install and operate a single production instance of the DocuCommit Server component for the internal business use of a single Licensee organization. Unless an order form expressly provides otherwise, a Server License authorizes one (1) production instance and a reasonable number of non-production instances (development, staging, disaster-recovery standby) used solely to support that single production instance. A Server License is further limited to the maximum number of content repositories stated for the applicable plan or order form (the “Repository Limit”), which the Server component enforces.
1.7 “Local-App License” means a per-seat License authorizing installation and use of the DocuCommit Local-App. Each Local-App seat corresponds to one activated device, identified by that device’s hardware fingerprint; the number of concurrently activated devices may not exceed the number of Local-App seats purchased. A seat may be freed for use on another device by deactivating the prior device.
1.8 “Update” means any patch, bug fix, point release, minor release, or Major Version of the Software made generally available by Licensor during the Subscription Period, as further described in Section 6. Licensor may make a particular release, Major Version, or specific features within it available only to specified plans or tiers.
1.9 “Authorized User” means an individual who is an employee, contractor, or agent of Licensee, who is bound by confidentiality and use obligations no less protective than those in this Agreement, and to whom Licensee has assigned a Local-App seat or who is otherwise permitted to access the Server instance.
1.10 “Confidential Information” means any non-public information disclosed by one party to the other in connection with this Agreement that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure. Confidential Information includes the Software itself (in source or binary form), license keys, pricing, and Licensor’s non-public technical and business information.
2. Grant of License
2.1 Grant. Subject to Licensee’s continuous compliance with this Agreement and timely payment of all applicable fees, Licensor grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Term to:
(a) install and operate Server instances of the Software up to the number of Server Licenses purchased, each solely for the internal business use of Licensee; and
(b) permit Authorized Users to install and use the Local-App component on devices under their primary control, up to the number of Local-App seats purchased.
2.2 Internal Business Use Only. The Software is licensed for Licensee’s own internal operations. Licensee shall not use the Software to provide services to, or for the benefit of, any third party, including without limitation as a service bureau, on a time-share basis, as part of a software-as-a-service or hosted offering to third parties, or in any commercial offering whose primary function is to expose the Software’s capabilities to non-Authorized Users.
2.3 No Redistribution. Licensee shall not distribute, sell, rent, lease, lend, sublicense, or otherwise transfer the Software, in whole or in part, to any third party. Licensee shall not publish or make publicly available any license keys, activation tokens, or any portion of the Software’s compiled or decompiled output.
2.4 Sublicense Restrictions. No sublicense is granted under this Agreement. Authorized Users access the Software under Licensee’s License and not under any direct license from Licensor; Licensee remains fully responsible for the acts and omissions of its Authorized Users as if they were its own.
2.5 Revocation Reservation. Licensor reserves the right to suspend or revoke the License, in whole or in part, on written notice in the event of (a) non-payment that remains uncured beyond any applicable grace period, (b) material breach of this Agreement that remains uncured after notice as provided in Section 5, (c) use of the Software that Licensor reasonably believes poses a material security or legal risk to Licensor or third parties, or (d) where required by law, court order, or competent governmental authority. Suspension under clause (c) shall be no broader and no longer than reasonably necessary.
3. Restrictions
Except to the extent expressly permitted by this Agreement or by mandatory applicable law that cannot be contractually overridden, Licensee shall not, and shall not permit any third party or Authorized User to:
3.1 No Reverse Engineering. Reverse engineer, decompile, disassemble, deobfuscate, or otherwise attempt to derive the source code, underlying ideas, algorithms, file formats, or non-public APIs of the Software, including any Software distributed as a native-compiled or GraalVM native-image binary. Where applicable law grants a non-waivable right to perform any of the foregoing for interoperability purposes, Licensee shall first request the necessary information from Licensor in writing and may proceed only to the extent permitted by, and in accordance with, such law.
3.2 No Circumvention of License Enforcement. Circumvent, disable, tamper with, or otherwise interfere with any license-key validation, activation, heartbeat, telemetry, time-limit, seat-count, hardware-fingerprinting, or other technical mechanism used by Licensor to enforce the scope of the License, including the offline grace-period mechanism described in the Software’s documentation.
3.3 No Removal of Notices. Remove, alter, obscure, or fail to reproduce any copyright, trademark, patent, attribution, license, or other proprietary notice contained in, on, or accompanying the Software, including notices in source files, binary headers, on-screen credits, and printed or electronic documentation.
3.4 No Exceeding Seat Limits. Use, install, or activate the Software beyond the number of Server Licenses and Local-App seats purchased, or permit any individual who is not a duly assigned Authorized User to use the Software. Each Local-App seat permits one activated device at a time; activating an additional device while the purchased seat count is already met is prohibited. A seat may be reassigned to a different device by deactivating the prior device, no more frequently than is reasonable for ordinary device or personnel changes.
3.5 No Comparative-Marketing Use of Benchmark Results. Publish or disseminate for marketing, advertising, or competitive-positioning purposes any benchmark, performance, or comparative-functionality results regarding the Software without Licensor’s prior written consent. This Section 3.5 does not restrict (a) bona fide academic publication, (b) internal evaluation, testing, and reporting within Licensee’s organization, (c) coordinated disclosure of security vulnerabilities by good-faith security researchers under a published coordinated-vulnerability-disclosure policy, or (d) any disclosure required by applicable law, including the mandatory interoperability rights preserved by Article 6 of Directive 2009/24/EC.
3.6 No Derivative Works. Modify, adapt, translate, or create derivative works of the Software. Configuration, theming, templating, and authoring of content using documented Software features are not “derivative works” for purposes of this Section 3.6.
3.7 No Use in Violation of Export Control or Sanctions Law. Use, export, re-export, transfer, or make the Software available in any manner that would violate any applicable export-control or economic-sanctions law or regulation, including without limitation Regulation (EU) 2021/821 on dual-use items and the restrictive measures (sanctions) adopted by the European Union, and any applicable measures of the United Nations, the United Kingdom, the United States, or any other competent authority.
3.8 No Use for Unlawful or Harmful Purposes. Use the Software in any manner that violates applicable law, infringes the rights of any third party, or that is intended to disrupt, damage, or gain unauthorized access to any system, network, or data.
3.9 No Removal of License Component. Operate the Software with the license-enforcement subsystem disabled, mocked, or replaced, or distribute or use any third-party tool whose purpose is to do so.
4. Ownership and Intellectual Property
4.1 Licensor Ownership of Software. As between the parties, Licensor (and its licensors, where applicable) owns and retains all right, title, and interest, including all intellectual-property rights, in and to the Software, all components and copies thereof, all Updates, all documentation, and all derivatives or improvements of any of the foregoing, whether created by Licensor or contributed in feedback by Licensee. This Agreement grants Licensee only the limited rights expressly set forth in Section 2. All rights not expressly granted are reserved by Licensor.
4.2 Licensee Ownership of Content. As between the parties, Licensee owns and retains all right, title, and interest in and to all documentation content, Markdown files, YAML frontmatter, sidecar comment files, attachments, and the git history that Licensee authors, imports, or maintains using the Software (collectively, “Licensee Content”). Licensor claims no ownership of, and no license to, Licensee Content. The Software is designed such that Licensee Content remains entirely within Licensee’s own infrastructure (including Licensee’s own git repositories and storage) and is not transmitted to Licensor.
4.3 Feedback. If Licensee or any Authorized User submits to Licensor any suggestions, comments, ideas, enhancement requests, recommendations, or other feedback regarding the Software (“Feedback”), Licensee hereby grants Licensor a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable license to use, reproduce, modify, distribute, and otherwise exploit such Feedback for any purpose, without obligation, attribution, or compensation. Licensee represents that it has the right to grant this license and that no Feedback will include Licensee Confidential Information unless expressly marked as such.
4.4 Trademarks. “DocuCommit” and the Licensor’s logos are trademarks of Licensor. No right or license to use any Licensor trademark is granted under this Agreement except as strictly necessary to identify the Software in Licensee’s ordinary internal use and references.
5. Term and Termination
5.1 Term. This Agreement commences on the date Licensee first activates the Software or executes an order form referencing this Agreement (whichever is earlier) and continues for an initial Subscription Period equal to the billing interval selected at checkout (monthly or annual), or such other period specified in an order form (“Initial Term”), unless earlier terminated as provided herein.
5.2 Renewal. Following the Initial Term, this Agreement automatically renews for successive Subscription Periods of the same interval (monthly or annual) until cancelled. Either party may elect not to renew: for annual Subscription Periods, by giving written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Period; for monthly Subscription Periods, by cancelling at any time before the end of the then-current Subscription Period, with effect at the end of that period. Licensor may change renewal pricing for any successive Subscription Period on at least sixty (60) days’ prior written notice for annual periods, or thirty (30) days’ prior written notice for monthly periods; if Licensee does not accept the new pricing, Licensee may decline renewal as set out above.
Notwithstanding the foregoing, the parties may agree in writing — by signed order form, side letter, or addendum — to alternative commercial terms, including discounted, extended, multi-year, fixed-renewal-price, or pilot-program terms. In the event of a conflict between this Section 5.2 and a signed written order form or addendum, the order form or addendum controls.
5.3 Termination for Material Breach. Either party may terminate this Agreement on written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail, except that Licensor may terminate this Agreement immediately, without cure period, for breaches of Sections 3.1 (No Reverse Engineering), 3.2 (No Circumvention of License Enforcement), or 3.7 (Export Control). For the avoidance of doubt, all other breaches of this Agreement, including without limitation breaches of Sections 2.2 (Internal Business Use Only), 2.3 (No Redistribution), 3.4 (No Exceeding Seat Limits), 3.5 (No Comparative-Marketing Use), 4 (Ownership), and 11 (Confidentiality), are subject to the thirty (30) day notice-and-cure procedure set out in the first sentence of this Section 5.3.
5.4 Termination for Non-Payment. Without limiting Section 5.3, Licensor may suspend the License and terminate this Agreement if any undisputed fee remains unpaid more than thirty (30) days after its due date.
5.5 Termination for Insolvency. Either party may terminate this Agreement on written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it any petition under bankruptcy or insolvency law that is not dismissed within sixty (60) days, or ceases to do business.
5.6 Effect of Termination. Upon expiration or termination of this Agreement for any reason:
(a) all Licenses granted under this Agreement terminate immediately;
(b) Licensee shall cease all use of the Software, uninstall and destroy all copies of the Software in its possession or control, and on Licensor’s request certify in writing that it has done so;
(c) the Software’s license-enforcement subsystem may cease to authorize operation, including following the offline grace period; Licensor has no obligation to provide further activations;
(d) Licensee Content remains the property of Licensee; the Software does not store Licensee Content on Licensor systems, so no “data return” by Licensor is required, but Licensee is solely responsible for retrieving its content from its own systems and git repositories before uninstalling the Software;
(e) any unpaid fees accrued prior to termination become immediately due and payable;
(f) the following Sections survive termination: 1 (Definitions, to the extent needed to interpret surviving sections), 3 (Restrictions, with respect to any retained copies pending destruction), 4 (Ownership and IP), 5.6 (Effect of Termination), 7 (Privacy and Data, with respect to data previously collected), 8 (Limited Warranty and Disclaimers, including the sole-remedy provisions of Section 8.2), 9 (Limitation of Liability), 10 (Indemnification), 11 (Confidentiality, for the period stated therein), 12 (Compliance with Law), 13 (Governing Law and Jurisdiction), and 14 (Miscellaneous).
6. Updates and Support
6.1 Updates. During the Subscription Period, Licensor may, at its sole discretion, make Updates available to Licensee. Licensee is entitled to install and use such Updates under this Agreement.
6.2 Major Versions. A “Major Version” is a release designated by Licensor as a new major version. Major Versions that are made generally available during a Subscription Period for which Licensee has paid the applicable Subscription Fees are included in this Agreement at no additional cost, and Licensee is entitled to install and use them under the terms of this Agreement, except that Licensor may make a Major Version, or specific features within it, available only to specified plans or tiers. Major Versions that become generally available after the end of the then-current Subscription Period are not provided under this Agreement; access to such Major Versions at the time of renewal may require renewal at Licensor’s then-current price tier for the new Major Version, or execution of a separate order form, on prior written notice as set forth in Section 5.2.
6.3 No Obligation to Update. Licensor has no obligation to make any specific Update or Major Version available, to maintain backward compatibility, or to continue supporting any prior version. Licensor may discontinue the Software or any component on reasonable prior notice, subject to refund obligations (if any) set forth in the applicable order form.
6.4 Support. This Agreement does not, by itself, entitle Licensee to any specific level of technical support. Support, if any, is governed by a separate support agreement or support-tier schedule between the parties. Nothing in this Section limits the warranty disclaimers in Section 8 or the liability limitations in Section 9.
6.5 Beta and Preview Features. Licensor may from time to time make features, components, releases, or services available to Licensee on a “beta,” “preview,” “alpha,” “experimental,” or similar pre-release basis (collectively, “Beta Features”). Beta Features are provided as-is and as-available, may be modified or withdrawn at any time, and are excluded from all warranties, service-level commitments, indemnification obligations, and remedies set forth in this Agreement. Licensor’s aggregate liability with respect to any Beta Feature is limited to one hundred euros (€100), notwithstanding Section 9.2.
7. Privacy and Data
7.1 Telemetry Collected by Licensor. The Software contacts Licensor’s license server for activation and periodic heartbeat purposes. The data transmitted to, and the form in which it is retained by, Licensor consists of:
(a) an activation identifier (UUID) associated with the License;
(b) a hardware fingerprint of the device on which the Software is running, computed client-side as a SHA-256 cryptographic hash of an OS-level machine identifier (the Windows MachineGuid, the macOS IOPlatformUUID, or the Linux /etc/machine-id value, depending on platform) combined with a static product-specific salt. The hardware fingerprint does not include and is not derived from network MAC addresses, IMEI numbers, IP addresses, or other directly-identifying device identifiers. The underlying machine identifier is not transmitted to Licensor and cannot be recovered from the hash;
(c) the operating system and version of that device (e.g. “Windows 11”, “macOS 14.3”);
(d) the Software version in use; and
(e) the client IP address from which the request originates, collected incidentally as part of the network connection. Heartbeat IP addresses are not retained in raw form: the license server replaces each incoming IP with an HMAC-SHA-256 digest, keyed by a server-side secret pepper, before persistence. The original IP address is not stored, logged, or recoverable from the digest. The digest is retained solely to enable equality-based fraud detection (for example, to detect heartbeat traffic from a single IP across multiple distinct licenses).
Hostnames are not collected. The Software does not transmit the device hostname, computer name, or other plaintext machine label to Licensor, in order to minimise the risk that such labels (which in corporate environments often embed a user’s name) become personal data under GDPR Article 4(1).
Licensor uses this telemetry solely for the purposes of (i) verifying license validity and scope, (ii) enforcing seat limits, (iii) detecting fraud or abuse, (iv) providing support, and (v) understanding aggregate version-deployment statistics. Licensor does not sell this telemetry.
7.1A Lawful Basis (GDPR). To the extent any of the data described in Section 7.1 constitutes personal data under Regulation (EU) 2016/679 (the “GDPR”) or equivalent data-protection law, Licensor processes such data on the basis of its legitimate interests under GDPR Article 6(1)(f) in protecting its intellectual property, preventing license fraud, providing the Software, and operating its business. Licensor has documented a legitimate-interests assessment (LIA) balancing those interests against the rights and freedoms of the data subjects, and will provide a summary of the LIA on reasonable written request.
7.1B Retention. Activation records, heartbeat records, and associated telemetry are retained for the duration of the Subscription Period plus a further twenty-four (24) months for audit, fraud-detection, and compliance purposes, after which records are deleted or irreversibly aggregated. Logs containing IP addresses incidental to network traffic are retained no longer than ninety (90) days.
7.1C Data-Subject Rights and Contact. Data subjects may exercise their rights under GDPR Articles 15–22 (including rights of access, rectification, erasure, restriction, objection, and data portability) by writing to privacy@docucommit.se or to the postal address designated on the Licensor’s website at docucommit.se. Licensor will respond within the time required by Article 12(3) (generally one (1) month from receipt of the request, extendable by two (2) further months for complex or numerous requests on prior notice to the data subject).
7.1D International Transfers. Licensor processes the telemetry described in Section 7.1 within the European Economic Area. Any transfer of personal data outside the EEA will be made only on the basis of an adequacy decision of the European Commission, the Standard Contractual Clauses set out in Commission Implementing Decision (EU) 2021/914 (or any successor), Binding Corporate Rules, or another lawful transfer mechanism under GDPR Chapter V, and Licensor will provide Licensee with prior written notice of any such transfer.
7.2 Documentation Content Never Transmitted. The Software is designed so that Licensee’s documentation content (including Markdown files, YAML frontmatter, sidecar comments, attachments, and git history) never leaves Licensee’s environment in the course of ordinary operation. Licensor does not access, store, or process Licensee Content as part of providing the Software. If Licensee voluntarily transmits Licensee Content to Licensor in connection with a support request or otherwise, such transmission is at Licensee’s discretion and risk and is governed by Section 7.2A.
7.2A Processor Terms for Licensee Content in Support Communications. If, in connection with a support request or other voluntary transmission under Section 7.2, Licensee transmits to Licensor any Licensee Content that contains personal data (as defined in GDPR Article 4(1)), then with respect to that personal data only, and for the limited duration that Licensor retains it for the purpose of resolving the support request:
(a) Roles. Licensee is the controller and Licensor is a processor acting on Licensee’s documented instructions.
(b) Confidentiality. Licensor will ensure that any personnel authorised to process such personal data are subject to a written or statutory obligation of confidentiality.
(c) Security. Licensor will implement and maintain commercially reasonable technical and organisational measures, consistent with prevailing industry standards, to protect the personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access.
(d) Subprocessors. Licensor will not engage any subprocessor to process such personal data without Licensee’s prior general or specific written authorisation. The subprocessor list at docucommit.se is incorporated as Licensee’s general authorisation for the subprocessors listed there at the time of the support request.
(e) Assistance. Licensor will, taking into account the nature of the processing, provide reasonable assistance to Licensee in fulfilling Licensee’s obligations under GDPR Articles 32–36 (security, breach notification, data-protection impact assessments).
(f) Deletion or Return. Upon the earlier of (i) Licensee’s written request, (ii) resolution of the support request to which the data relates, or (iii) ninety (90) days after Licensor’s receipt of the data, Licensor will delete or return all personal data so received and delete existing copies, except to the extent Licensor is required to retain copies by applicable law.
(g) Audit. Licensor will make available to Licensee, on reasonable prior written request and no more than once per calendar year, the information necessary to demonstrate compliance with this Section 7.2A, and will allow for and contribute to audits, including inspections, conducted by Licensee or an auditor mandated by Licensee under the conditions of Section 14.13.
This Section 7.2A is a short-form processing addendum intended to satisfy GDPR Article 28(3). If Licensee requires a stand-alone Data Processing Agreement, Licensor will execute Licensor’s then-current DPA template on reasonable notice.
7.3 Offline Grace Period. If the Software cannot reach Licensor’s license server, the Software will continue to operate for an offline grace period of thirty (30) days from the last successful heartbeat (the “Offline Grace Period”). After the Offline Grace Period elapses, license features may be suspended until connectivity to the license server is restored. The Offline Grace Period is Licensee’s sole and exclusive remedy for any unavailability or degraded performance of the license-validation service.
7.4 Privacy Policy. Licensor’s collection and processing of personal data (including any personal data contained in the telemetry described in Section 7.1, such as IP addresses and hostnames that may identify natural persons) is further described in Licensor’s Privacy Policy, published at docucommit.se/privacy and incorporated by reference. In the event of a conflict between this Section 7 and the Privacy Policy with respect to telemetry processing, this Section 7 controls solely as to the categories of data described herein.
7.5 Data Processing Roles. With respect to the telemetry described in Section 7.1, Licensor acts as an independent controller (or analogous role under applicable data-protection law). With respect to Licensee Content, Licensor acts in no capacity, as Licensor neither receives nor processes Licensee Content.
7.6 Authorized-User Notice. Licensee is responsible for providing any notices to, and obtaining any consents from, its Authorized Users that may be required under applicable data-protection law in connection with the telemetry described in Section 7.1.
7.7 Subprocessors. Licensor uses the following third-party service providers in connection with license activation, heartbeat, and software distribution:
| Subprocessor | Role | Region |
|---|---|---|
| Supabase, Inc. | Operates the Postgres database, Edge Functions, and authentication infrastructure backing the license-activation and heartbeat service. | EU (eu-north-1, Stockholm) |
| Cloudflare, Inc. | Stores the Software’s release artifacts and serves authenticated download links; may receive the client IP address incident to a download request. | Global edge network |
Licensor may add or replace subprocessors from time to time and will publish any updated list at docucommit.se. Licensor will provide Licensee with prior written notice (or notice via the docucommit.se subprocessor page) of any material change in subprocessors at least thirty (30) days before the change takes effect, so that Licensee may object on reasonable data-protection grounds.
8. Limited Warranty and Disclaimers
8.1 Limited Warranty. For the ninety (90) day period commencing on the Effective Date (the “Warranty Period”), Licensor warrants that the Software, when used by Licensee in accordance with this Agreement and the Software’s then-current documentation, will substantially conform to the functional descriptions in such documentation (the “Limited Warranty”). The Limited Warranty does not apply to (a) Beta Features as defined in Section 6.5, (b) any use of the Software in violation of Section 3 (Restrictions), (c) any use of a version of the Software other than the most recent version Licensor has made generally available, (d) non-conformities caused by Licensee’s modifications, configuration choices outside the documented options, or combination of the Software with third-party products, services, or data not provided by Licensor, or (e) issues caused by infrastructure, network, or third-party service providers not under Licensor’s control.
8.2 Sole Remedy for Limited-Warranty Breach. If during the Warranty Period the Software materially fails to conform to the Limited Warranty and Licensee notifies Licensor in writing within the Warranty Period with reasonable detail of the non-conformance, Licensor shall, at its sole option and expense: (i) modify or replace the affected component of the Software so that it substantially conforms, (ii) provide a workaround that substantially preserves the warranted functionality, or (iii) if neither (i) nor (ii) is commercially reasonable within a reasonable cure period, terminate this Agreement and refund a pro-rata portion of any prepaid, unused Subscription Fees attributable to the period after such termination. The foregoing is Licensee’s sole and exclusive remedy, and Licensor’s entire liability, with respect to any breach of the Limited Warranty.
8.3 AS IS — Everything Else. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 8.1, AND EXCEPT AS EXPRESSLY SET FORTH IN A SEPARATE WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF LICENSOR, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND.
8.4 No Implied Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND WITHOUT LIMITING THE LIMITED WARRANTY IN SECTION 8.1, LICENSOR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
8.5 No Warranty of Uninterrupted Operation. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. LICENSEE ASSUMES THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE, SUBJECT TO THE LIMITED WARRANTY IN SECTION 8.1 AND THE MALWARE-SCANNING COVENANT IN SECTION 8.5A.
8.5A Malware-Scanning Covenant. Licensor represents and warrants that it utilizes commercial, industry-standard malware-detection and code-signing tooling to scan the Software, any Updates, and the operating environment of the license server prior to delivery to, or access by, Licensee. If Licensor becomes aware that any release of the Software, any Update, or the license server has been compromised by malware or other harmful components, Licensor shall (i) promptly notify Licensee, (ii) suspend further distribution of the affected component, and (iii) provide a remediated release within a commercially reasonable period. Licensor’s liability for breach of this Section 8.5A is subject to the limitation set forth in Section 9.
8.6 Reasonable Care for Security. Notwithstanding the foregoing, Licensor will use commercially reasonable efforts consistent with prevailing industry standards to protect the security of its license server and the telemetry collected under Section 7.1 while in Licensor’s possession. This Section 8.6 does not create any warranty beyond that obligation.
8.7 Jurisdictional Limits. Some jurisdictions do not allow the exclusion of certain warranties; in such jurisdictions, the foregoing exclusions apply only to the maximum extent permitted by law.
9. Limitation of Liability
9.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, OR COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND EUROS (EUR 1,000).
9.3 Carve-Outs. The exclusions and cap in Sections 9.1 and 9.2 do not apply to:
(a) a party’s gross negligence or willful misconduct;
(b) Licensor’s indemnification obligation under Section 10.2 for third-party IP infringement claims, which is capped at the greater of (i) three (3) times the Subscription Fees paid by Licensee to Licensor in the twelve (12) months preceding the claim, or (ii) one thousand euros (EUR 1,000), rather than at the amount set forth in Section 9.2;
(c) Licensee’s indemnification obligation under Section 10.1;
(d) a party’s breach of Section 11 (Confidentiality), provided that for breaches of Section 11 the aggregate cap is increased to two (2) times the amount in Section 9.2 rather than removed entirely;
(e) Licensee’s payment obligations; or
(f) any liability that cannot be limited or excluded under applicable mandatory law.
9.4 Basis of the Bargain. The parties acknowledge that the limitations in this Section 9 are an essential element of the bargain between them, that the fees reflect such allocation of risk, and that the limitations apply notwithstanding the failure of any limited or exclusive remedy of its essential purpose.
10. Indemnification
10.1 Indemnification by Licensee. Licensee shall defend, indemnify, and hold harmless Licensor and its officers, directors, employees, and agents from and against any third-party claim, demand, action, or proceeding, and any resulting damages, liabilities, settlements, fines, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to (a) Licensee’s or any Authorized User’s use of the Software in violation of this Agreement or applicable law, (b) Licensee Content, including any claim that Licensee Content infringes or misappropriates the rights of any third party or violates applicable law, (c) Licensee’s combination of the Software with any product, service, data, or process not provided by Licensor where the claim would have been avoided absent such combination, or (d) any modification of the Software not made by or on behalf of Licensor.
10.2 Indemnification by Licensor. Licensor shall defend, indemnify, and hold harmless Licensee and its officers, directors, and employees from and against any third-party claim alleging that Licensee’s use of the Software, as provided by Licensor and used in accordance with this Agreement, directly infringes a valid and enforceable patent, copyright, or trademark, or misappropriates a trade secret, of such third party, and any resulting damages and reasonable costs (including reasonable attorneys’ fees) finally awarded against Licensee by a court of competent jurisdiction or agreed to in settlement by Licensor.
10.3 Exclusions to Licensor’s Indemnity. Licensor has no obligation under Section 10.2 with respect to any claim arising out of or relating to (a) use of the Software in violation of this Agreement, (b) modification of the Software not made by or on behalf of Licensor, (c) combination of the Software with any product, service, data, or process not provided by Licensor where the claim would have been avoided absent such combination, (d) use of a version of the Software other than the most recent version made available to Licensee, where such use is the cause of the claim, (e) Licensee Content, or (f) Licensee’s failure to implement an update or workaround provided by Licensor that would have avoided the claim.
10.4 Licensor’s Options. If the Software becomes, or in Licensor’s reasonable opinion is likely to become, the subject of an infringement claim, Licensor may, at its option and expense: (i) procure for Licensee the right to continue using the Software, (ii) modify or replace the Software so that it is non-infringing while substantially preserving its functionality, or (iii) terminate this Agreement and refund a pro-rata portion of any prepaid, unused subscription fees. The remedies in clauses (i), (ii), and (iii) of this Section 10.4 are Licensee’s sole and exclusive remedies, and Licensor’s entire liability, with respect to third-party intellectual-property infringement claims, except that damages finally awarded against Licensee by a court of competent jurisdiction in a non-appealable judgment, or paid in settlement by Licensor with Licensor’s prior written consent, shall be payable by Licensor subject to and within the cap set forth in Section 9.3(b).
10.5 Conditions. A party’s indemnification obligation under this Section 10 is conditioned on the indemnified party (a) giving the indemnifying party prompt written notice of the claim (provided that failure to provide prompt notice will only relieve the indemnifying party of its obligations to the extent it is materially prejudiced by such failure), (b) giving the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not enter into any settlement that imposes any obligation or liability on the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld), and (c) providing reasonable cooperation in the defense at the indemnifying party’s expense.
11. Confidentiality
11.1 Obligations. Each party (as “Receiving Party”) shall (a) hold the other party’s (the “Disclosing Party’s”) Confidential Information in strict confidence, (b) use at least the same degree of care to protect such Confidential Information as it uses to protect its own confidential information of like importance, and in any event no less than a reasonable degree of care, (c) use the Disclosing Party’s Confidential Information solely for purposes of performing its obligations and exercising its rights under this Agreement, and (d) not disclose such Confidential Information to any third party except to its employees, contractors, professional advisors, and affiliates who have a need to know for the foregoing purposes and who are bound by confidentiality obligations no less protective than those in this Section 11.
11.1A Status of the Software. Notwithstanding the inclusion of “the Software” in the definition of Confidential Information in Section 1.10, once a copy of the Software has been distributed to Licensee in the ordinary course of activation, Licensee’s possession, internal use, and inspection of that copy (in its compiled form, as installed and operated on systems under Licensee’s control) does not breach this Section 11. Licensee remains prohibited under Sections 2.3, 3.1, 3.2, and 3.3 from publishing, redistributing, decompiling, or otherwise externalising the Software, license keys, activation tokens, or any decompiled, disassembled, or reverse-engineered output thereof.
11.2 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate (a) was rightfully known to it without restriction prior to disclosure by the Disclosing Party, (b) was or becomes publicly known through no fault of the Receiving Party, (c) was rightfully received by the Receiving Party from a third party without restriction and without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
11.3 Compelled Disclosure. If the Receiving Party is required by law, regulation, court order, or competent governmental authority to disclose any Confidential Information of the Disclosing Party, the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with prompt prior notice and reasonable cooperation, at the Disclosing Party’s expense, to enable the Disclosing Party to seek a protective order or other appropriate remedy. The Receiving Party shall disclose only the portion of Confidential Information legally required and shall use reasonable efforts to ensure that it is afforded confidential treatment.
11.4 Survival. The obligations in this Section 11 survive termination or expiration of this Agreement for a period of five (5) years, except that obligations with respect to trade secrets survive for so long as the information in question remains a trade secret under applicable law.
11.5 Injunctive Relief. Each party acknowledges that a breach of this Section 11 may cause irreparable harm for which monetary damages would be inadequate, and that the non-breaching party is entitled to seek injunctive or other equitable relief in addition to all other remedies, without the requirement to post a bond.
12. Compliance with Law
12.1 General Compliance. Each party shall comply with all laws and regulations applicable to its performance under this Agreement.
12.2 Export Control. Licensee acknowledges that the Software is subject to applicable export-control laws and regulations, including Regulation (EU) 2021/821 on dual-use items and, where applicable, the export-control laws of other jurisdictions. Licensee shall not export, re-export, or transfer the Software, directly or indirectly, to any country, end user, or end use prohibited by applicable export-control law, and shall obtain any required export licenses or authorizations.
12.3 Sanctions. Licensee represents and warrants that it is not, and is not owned or controlled by any person that is, the subject of comprehensive economic sanctions adopted by the European Union, the United Nations, the United Kingdom, the United States, or any other competent authority, and is not located or organized in any country or region that is the subject of such comprehensive sanctions.
12.4 Anti-Bribery. Each party shall comply with all applicable anti-bribery and anti-corruption laws, including applicable Swedish anti-corruption law and the U.K. Bribery Act 2010, and shall not, directly or indirectly, offer, promise, give, or authorize the giving of anything of value to any government official or other person for the purpose of obtaining or retaining business or any improper advantage in connection with this Agreement.
13. Governing Law and Jurisdiction
13.1 Governing Law. This Agreement, and any non-contractual obligations arising out of or relating to it, are governed by and construed in accordance with the substantive laws of Sweden, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
13.2 Forum. Any dispute, claim, controversy, or proceeding arising out of or relating to this Agreement, its formation, breach, termination, validity, or enforceability shall be brought exclusively in the Malmö District Court (Malmö tingsrätt) as court of first instance, and the parties irrevocably submit to the exclusive jurisdiction of the Swedish courts in respect thereof.
13.3 Equitable Relief. Notwithstanding Section 13.2, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
14. Miscellaneous
14.1 Entire Agreement. This Agreement, together with any order form, Privacy Policy, and any other documents expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the Software and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, whether oral or written, on the subject matter. Pre-printed terms on any Licensee purchase order or similar document are of no force or effect.
14.2 Amendment. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties, except that Licensor may update this Agreement for new Subscription Periods on written notice to Licensee, and Licensee’s renewal or continued use following the effective date of such update constitutes acceptance, provided that any material adverse change to Licensee’s rights or obligations under this Agreement (including any change to liability allocation, indemnity scope, or material reduction in licensed functionality, but excluding changes to renewal pricing made under Section 5.2) requires Licensee’s affirmative written consent. If Licensee does not accept a material change notified under this Section 14.2, Licensee may terminate this Agreement effective on the proposed change date by written notice given no later than thirty (30) days after receipt of Licensor’s change notice, and Licensor shall refund any prepaid Subscription Fees attributable to the unused portion of the then-current Subscription Period; such termination and refund are Licensee’s sole and exclusive remedies for objection to the proposed change.
14.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or, if no such modification is possible, severed from this Agreement, and the remaining provisions shall continue in full force and effect.
14.4 Waiver. No waiver of any provision of this Agreement is effective unless in writing and signed by the waiving party. A failure or delay by either party in exercising any right or remedy is not a waiver of such right or remedy.
14.5 Assignment. Licensee may not assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder, by operation of law or otherwise, without Licensor’s prior written consent (such consent not to be unreasonably withheld in the case of an assignment to a successor in interest by reason of merger, acquisition, or sale of substantially all of Licensee’s assets, provided that the assignee is not a competitor of Licensor and assumes all obligations in writing). Licensor may assign this Agreement, in whole or in part, to any affiliate or to any successor in interest by reason of merger, acquisition, reorganization, or sale of substantially all of Licensor’s assets or the business line to which this Agreement relates. Any attempted assignment in violation of this Section is void. Subject to the foregoing, this Agreement is binding on, and inures to the benefit of, the parties and their permitted successors and assigns.
14.6 Force Majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, government action, labor disputes, epidemics, pandemics, internet or telecommunications failures, or failures of third-party services or infrastructure. The affected party shall give prompt notice and use commercially reasonable efforts to mitigate the impact.
14.7 Notices. All notices under this Agreement must be in writing and are deemed given (a) when delivered personally, (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), (c) on the date sent by email (with confirmation of transmission) if sent during the addressee’s normal business hours, otherwise on the next business day, or (d) on the third business day after the date mailed by certified or registered mail, return receipt requested, postage prepaid, in each case addressed to the addresses set forth in the order form or such other address as a party may designate by notice.
14.8 Counterparts; Electronic Acceptance. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one and the same instrument. Acceptance of this Agreement by clicking an “I Agree” button, checking an acceptance box, or otherwise indicating assent through the Software’s user interface or the checkout flow, has the same legal effect as a handwritten signature. The parties consent to the use of electronic signatures and electronic records.
14.9 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement is intended to confer, or shall be construed as conferring, any rights or remedies on any third party.
14.10 Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.
14.11 Headings; Interpretation. Section headings are for convenience only and do not affect interpretation. “Including” and “for example” are without limitation. References to a “Section” are references to a section of this Agreement.
14.12 Language. This Agreement is executed in the English language. If a translation is made for convenience, the English version controls in the event of any conflict.
14.13 Audit and Seat-Count Verification. During the Term and for one (1) year thereafter, on no less than thirty (30) days’ prior written notice and no more than once per calendar year, Licensor may, at Licensor’s expense, audit Licensee’s use of the Software for compliance with the seat-count and scope limits of the License. Audits shall be conducted during ordinary business hours, in a manner that does not unreasonably interfere with Licensee’s operations, and may be conducted by an independent third party bound by confidentiality obligations no less protective than Section 11. If the audit reveals an underpayment of more than five percent (5%) of the fees that should have been paid for the audited period, Licensee shall pay (a) the unpaid fees with interest at the lesser of one percent (1%) per month or the maximum rate permitted by applicable law, and (b) the reasonable cost of the audit. This Section does not authorize Licensor to access Licensee Content; Licensee may provide audit information through written attestations, configuration exports, or de-identified license-usage reports.
BY INSTALLING, ACTIVATING, OR USING THE SOFTWARE, OR BY ACCEPTING THIS AGREEMENT AT CHECKOUT, LICENSEE ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS.