This ObjectBox Subscription Agreement, including all attachments, amendments, schedules and exhibits, and documents at referenced URLs (this "Agreement") is entered into by and between ObjectBox GmbH, with its principal place of business located at Boumannstr 31, 13467 Berlin, Germany ("ObjectBox"), and the entity identified as the "Customer" ("Customer") on the signature block of the ObjectBox order form executed by ObjectBox and Customer ("Order Form"), as of the date specified in such Order Form ("Effective Date").
1.1 Capitalized terms used herein have the meaning ascribed below, or where such terms are first used, as applicable.
"Affiliate" means, with respect to a party, any entity that controls, is controlled by, or which is under common control with, such party, where "control" means ownership of at least fifty percent (50%) of the outstanding voting shares of the entity, or the contractual right to establish policy for, and manage the operations of, the entity.
“Authorised User” refers to the individual users and natural persons permitted by the Customer to access the Commercial Software, as specified on the Order Form or otherwise notified to ObjectBox.
"Billable Device" means, with respect to a Subscription, a number that is the greater of (i) the number of Devices running across all Projects covered by the Subscription or (ii) the total number of cores of all devices, wherein a device is specified to have at least one CPU and run an operating system, across the project covered by the Subscription divided by 4, with any fractional remainder being rounded up to the next whole number.
“Commercial Software” means ObjectBox-branded software that is licensed under the Commercial Software Licence attached (“Licence") including the ObxDB, ObxSync, and ObxTS and all updates and new releases that are made generally available by ObjectBox to its customers during an applicable Subscription Term, but not including the Community Software;
“Community Software” means ObjectBox-branded software that is freely available and separately licensed and distributed by ObjectBox Ltd under open source and/or proprietary licenses as disclosed to the user either on the ObjectBox website, related documentations or through GitHub repositories , including all updates and new releases.
“Contractor” refers to the Customer’s third party IT contractors directly engaged by the Customer to perform services on Customer’s behalf in relation to the Project;
“Download Link” means an individual secure link provided to the Customer by ObjectBox under which the Software can be downloaded within 24 hours.
“EULA” refers to the licensing terms applicable to each Authorised User’s use of the Commercial Software;
“ObxDB” means the ObjectBox Commercial Database Software known as “ObjectBox Enterprise Database,” which are subject to the terms of the Licence and included only in an Open Core Bronze, Silver or Gold Subscription.
“ObxSync” means the ObjectBox Commercial Synchronization Software known as “ObjectBox Sync,” use rights, which are subject to the terms of the Licence. Unless explicitly noted on the Order Form, ObxSync is included only in a Sync Bronze, Sync Silver, or Sync Gold Subscription.
“ObxTS” means the ObjectBox Commercial Time Series Software known as “ObjectBox Time Series,” use rights, which are subject to the terms of the Licence and included only in a TS Bronze, TS Silver, or TS Gold Subscription.
“ObxSync Instance" refers to any device running ObxSync deployed by Customer in connection with a Subscription.
“Non-production Environment” means an environment such as development, staging, or quality assurance, where any Software is not used for production purposes.
“Order Form” means an ordering document pursuant to which Customer purchases Subscriptions under this Agreement.
“Project” means a specific Customer use case for which ObjectBox Software is used to support the use case.
“Reseller” means an independent third party authorized by ObjectBox to promote and resell Subscriptions.
“Reseller Agreement” refers to the terms and conditions between the Reseller and ObjectBox setting out the restrictions applicable to the Reseller’s authority to sell Subscriptions to Customers.
“Reseller Subscription Terms” refers to the terms and conditions between the Reseller and the Customer relating to the sale of the Subscription.
“Software” refers, collectively, to the Commercial Software, the Community Software and any other software licensed by ObjectBox to its Customer (from time to time);
“Subscription” means Customer’s right to receive Support Services and use the applicable Commercial Software for the Subscription Term.
“Subscription Level” means the level of Subscription purchased by Customer, identified as an Open Core Bronze, Open Core Silver, Open Core Gold, Sync Bronze, Sync Silver, Sync Gold Subscription, TS Bronze, TS Silver, TS Gold. [4] The Subscription Level purchased by Customer determines the specific Support Services that Customer is entitled to receive, and the specific Commercial Software and features and functions that Customer is entitled to use.
“Subscription Term” means the period of time for which a Subscription is valid, as further described in Section 11.1 of this Agreement.
“Support Services” means maintenance and support services for applicable Software, as more fully described in the Support Services Policy.
“Support Services Policy” means ObjectBox’ support services policy for self-managed subscriptions set forth at https://github.com/objectbox/cla/blob/main/sp.md, which provides the details of ObjectBox’ Support Services obligations. ObjectBox reserves the right to reasonably modify the Support Services Policy during a Subscription Term. However, ObjectBox agrees not to diminish the level of Support Services in any material respect during the Subscription Term. The effective date of each version of the Support Services Policy will be stated therein, and ObjectBox will retain an archived copy of each version that will be made available to Customer upon request. The Support Services Policy is hereby incorporated into these terms and conditions by this reference.
1.2 In this Agreement: (i) section and paragraph headings are for guidance only and are not intended to affect interpretation of the sections and sub-sections that follow; (ii) references to any laws or regulations are to those laws and regulations as they are in force (from time to time) and as amended, extended or re-enacted (from time to time), and includes any subordinate legislation made under them; (iii) notice provisions relating to writing are contained in section 12.8; and (iv) references to “including” or “includes” (or equivalent) shall be deemed to have the words “without limitation” inserted after them.
2.1 Subscription Pricing. Subscriptions are priced based on the Subscription Level which includes the:
2.1.1 number of Billable Devices included in a Subscription;
2.1.2 number of ObxSync instances included in a Subscription (in the case of a Sync Subscription); and
2.1.3 Support Services to be provided as part of the Subscription.
(collectively the “Subscription Fees”). The Subscription Fees shall be specified on the Order Form.
2.2 Subscription Orders.
2.2.1 Initial Orders. Orders for Subscriptions may be placed by Customer through the execution of Order Forms with ObjectBox, setting forth the (i) Subscription Level, (ii) specific Project(s) to which such Subscription applies, (iii) number of Billable Devices and/or ObxSync Instances for which Customer has purchased the Subscription, (iv) Subscription Term, and (v) total price for such Subscription. Each executed Order Form is incorporated by reference into and shall be governed by the terms and conditions of, this Agreement.
2.2.2 Additions and Upgrades to Subscriptions. Customer may add further Billable Devices, ObxSync Instances to an existing Subscription, and/or upgrade the Subscription Level of an existing Subscription, by entering into one or more additional Order Forms setting forth the number of Billable Devices and / or ObxSync Instances to be added, and/or the new Subscription Level that applies, to the existing Subscription. Upon execution of such an Order Form by the parties, the additional Billable Devices and / or ObxSync Instances, and/or the new Subscription Level, will be deemed added to the applicable Subscription for the remainder of the applicable Subscription Term, or, if so indicated on the Order Form, a new Subscription Term may be initiated that includes the increased number of Billable Devices and / or ObxSync Instances, and/or the new Subscription Level. Any additional Subscription Fees payable by the Customer in connection with any upgraded Subscription Level or amended Subscription Term shall be specified on the Order Form.
2.3 Subscriptions Purchased Through Resellers.
2.3.1 The parties agree that Customer may purchase Subscriptions through Resellers subject to the Reseller Subscription Terms that the Reseller may seek to impose. Where Customer purchases a Subscription through a Reseller, the Reseller will also enter into an Order Form with ObjectBox for the purchase of a Subscription that shows Customer as the “ship to” party and Reseller as the “bill to” party, and the Reseller and Customer will enter into the Reseller Subscription Terms setting out the Subscription Fees to be paid by Customer to Reseller for such Subscriptions, as well as any other terms or conditions that the Reseller may wish to impose on the Customer.
2.3.2 ObjectBox hereby agrees that, subject to receiving payment from the Reseller, it shall be responsible to Customer, pursuant to the terms and conditions of this Agreement, for providing the Commercial Software and Support Services under such Subscriptions (only to the extent that the Reseller is not in breach of its Reseller Agreement). To the extent that the Reseller Subscription Terms grant any rights to the Customer that are not otherwise granted to the Customer under this Agreement, ObjectBox shall not be liable to the Customer in any way for any:
rights granted to the Customer on any terms imposed by the Reseller that are not consistent with the terms of this Agreement; reliance placed by the Customer on any warranties given, or statements or representations made, by the Reseller in relation to the subject matter of the Reseller Subscription Terms (including the Subscription, the Software or the Support Services); or losses incurred as a result of any breach by the Reseller of the Reseller Subscription Terms. In such circumstances, the Customer’s remedy shall be with, and must be sought against, the Reseller, not ObjectBox.
2.3.3 Customer further acknowledges that ObjectBox will not be responsible for the performance of any Reseller obligations owed to the Customer under the Reseller Subscription Terms, for the acts or omissions of the Reseller, or for any third party products, software or services furnished to Customer by any Reseller. For the avoidance of doubt, Sections 6.1 and 6.2 below will be of no effect where Customer purchases a Subscription through a Reseller, as payment and taxes will be addressed in the agreement between Reseller and Customer.
3.1 Community Software.
3.1.1 Community Software bindings are licensed and distributed to the Customer under open source and / or proprietary licenses (on terms more particularly described in the Community Software definition at section 1.1).
3.1.2 This Agreement limits ObjectBox’s obligation to provide Support Services to the number of Billable Devices and/or ObxSync Instances for which Customer has purchased a Subscription. This Agreement does not restrict or override the customers’ use of Community Software, which shall remain subject to the terms of the according licences as disclosed on the ObjectBox website or when downloading or in a related documentation.
3.2 Commercial Software. By purchasing a Subscription, Customer is permitted to install and use the applicable Commercial Software during the applicable Subscription Term and subject to the terms and conditions of the Licence. ObjectBox will provide to Customer a Download Link promptly, which will enable Customer to use the applicable Commercial Software in accordance with the applicable Licence and terms and conditions of the EULA.
4.1 Provision of Support Services.
4.1.1 During an applicable Subscription Term, ObjectBox will provide Customer with Support Services in accordance with the Support Services Policy:
in the case of Open Core Bronze, Open Core Silver, Open Core Gold Subscription Levels, for the covered Project(s), up to the applicable number of Billable Devices included in the Subscription; and (b) in the case of a Sync Bronze, Sync Silver, Sync Gold Subscription Level, for the number of ObxSync Instances included in the Subscription.
4.1.2 Support Services will be delivered to Customer remotely, electronically, through the Internet, and when applicable, depending on the Subscription Level purchased, via telephone. For the avoidance of doubt, Support Services are not delivered in person at Customer’s premises at any time.
4.1.3 Support Services are provided to the Customer subject to, and conditional upon, the Customer’s and their Authorised Users’ and Contractors’ full compliance with the terms of: (i) this Agreement; (ii) the Licence; (iii) the EULA; (iv) where applicable, any separate Written Agreement (as defined on the Order Form); and (v) any agreement entered into between ObjectBox and each Contractor (referred to in sub-section 4.2.1(iii) below).
4.2 Third Party Contractors.
4.2.1 At Customer’s written request to the ObjectBox support desk (e-mail sufficient if receipt confirmed or acknowledged), ObjectBox will provide the Support Services to Contractors, solely in connection with such Contractors’ provision of services to Customer, and provided that (i) such Contractors do not offer or resell any Commercial Software as part of any software-as-a-service, (ii) Customer shall remain responsible to ObjectBox for the compliance of such Contractors with the terms and conditions of this Agreement, and (iii) such Contractors are contractually bound to obligations that reasonably protect ObjectBox’s intellectual property rights and its Confidential Information.
4.2.2 Where the ObjectBox support desk provides any instructions, advice, guidance, directions or recommendations to any Contractor, ObjectBox shall not be liable for any acts or omissions taken by those Contractors, or any losses or additional costs incurred by the Customer as a result of any Contractor relaying such instructions to the Customer in any way that is inconsistent with the advice given by ObjectBox.
4.3 Restrictions.
4.3.1 Support Services are provided to Customer solely for Customer’s internal use and only for ordinary, lawful business purposes (which includes use by Customer Affiliates, and, subject to Section 4.2, Contractors), and are subject to applicable quantitative limitations on (i) the number of Billable Devices and/or ObxSync Instances set forth on the applicable Order Form(s), (ii) the number of support contacts and (iii) incidents, if any, in the Support Services Policy.
4.3.2 Where the Customer has purchased a Subscription with a Subscription Level of either Silver or Gold, devices deployed in a Non-production Environment are not counted as Billable Devices.
4.3.3 The internal use restriction at sub-section 4.3.1 is not intended to prohibit the Customer from using the Support Services:
(a) for a Project which is powered by ObjectBox Commercial Software (provided that the Customer’s end users or customers or anyone not an Authorized User cannot directly access or use the ObjectBox APIs); or
(b) a Project which is powered by Commercial Software in connection with, or as part of, a Customer website or Customer’s own software-as-a-service (“SaaS”) offering to third parties (provided that any such SaaS offering includes substantial, additional value-added software application features and functions, in addition to the features and functions of the Software).
4.3.4 In addition, Customer agrees to not use the Support Services to:
(a) supply or resell any consulting, support or training services regarding the Software to any third party other than Customer Affiliates;
(b) obtain support for Customer’s use of any Community Software that is being hosted by a third party, providing such Community Software as a service (provided, that this prohibition shall not prohibit Customer from running the Software on physical or virtual systems hosted by a third party, where the third party provides compute, storage or other infrastructure services to Customer, but does not provide the Community Software or its features and functions to Customer as part of such services); or
(c) obtain support (i) for its use of Community Software in a Project for which no Subscription has been purchased or (ii) under a higher Subscription Level for its use of Software in a Project for which Customer has purchased a lower Subscription Level.
4.3.5 Customer agrees that any single or repeated failure by the Customer to comply with the terms of this Section 4.3 will be deemed a material breach of this Agreement and ObjectBox may, without prejudice to any other remedies available to it at law or in equity, suspend the provision of Support Services to Customer if Customer fails to cure such breach within fifteen (15) days after receipt of written notice by ObjectBox to do so, and otherwise terminate this Agreement thereafter.
4.3.6 The restrictions contained in this clause 4.3 can be waived or varied (in whole or in part) only with the prior written consent of ObjectBox, at ObjectBox’s sole discretion and subject to any fees, charges or terms that ObjectBox may wish to impose.
4.4 Reservation of Rights. Customer agrees and acknowledges that Customer is not obtaining any intellectual property rights or interests in, or titles to, any aspect of the Support Services, the Commercial Software or any ObjectBox materials or trademarks, know-how, trade secrets or Confidential Information other than the rights of use specifically granted in this Agreement and the Licence. All other rights in and to the same are expressly reserved by ObjectBox (or its licensors).
4.5 Proprietary intellectual property rights. ObjectBox confirms that it has all rights in relation to all Support Services it is providing, and Software it is licensing, to the Customer under or in connection with this Agreement. Any Community Software licensed to the Customer shall be on the terms of the applicable community software licenses.
5.1 Indemnity. Subject to section 5.2, ObjectBox will, at its expense: (i) defend, or at its option settle, any claim brought against Customer by an unaffiliated third party alleging that Customer’s use, during the applicable Subscription Term, of Commercial Software or the Support Services (in accordance with the terms of this Agreement) infringed such party’s intellectual property rights, or made unlawful use of such party’s trade secret (each, an “Infringement Claim“) and (ii) indemnify Customer against and pay (1) any settlement of such Infringement Claim consented to by ObjectBox or (2) any damages finally awarded by a court of competent jurisdiction to such third party as relief or remedy in such Infringement Claim.
5.2 Indemnity Exclusions & Restrictions.
5.2.1 ObjectBox will have no obligation to Customer to the extent any Infringement Claim or resulting award is based in any way upon or results from: (i) the failure of Customer to use, within thirty (30) days of Customer’s receipt of notice from ObjectBox regarding the availability of such update and that such update addresses an infringement issue, an update of the Software that would have avoided the Infringement Claim; (ii) a modification of the Software that is not performed by or on behalf of ObjectBox; (iii) the combination, operation, or use of the Software with any other products, software (including open source software), services or equipment not provided by ObjectBox or branded as ObjectBox products or services (where there would be no Infringement Claim but for such combination); (iv) use of the applicable Commercial Software other than in accordance with the terms and conditions of this Agreement; (v) damages attributable to the value of the use of any non-ObjectBox product or service; (vi) any third party open source software, (vii) the Community Software; (viii) any modifications, updates or upgrades made to the Software by any Reseller, the Customer or any Customer Affiliate; or (ix) any actions taken by any Reseller or Contractor that are inconsistent with instructions given by, or terms agreed with, ObjectBox.
5.2.2 The indemnity under section 5.1 shall additionally only apply where the Customer: (i) notifies ObjectBox of the Infringement Claim promptly upon becoming aware of it; (ii) gives ObjectBox sole conduct of the defence to the Infringement Claim; (iii) does not admit liability or otherwise attempt to settle or compromise the Infringement Claim or action without ObjectBox’s prior written consent; (iv) acts in accordance with all of ObjectBox’s reasonable instructions during the handling of the Infringement Claim; and (v) provides all reasonable assistance that ObjectBox reasonably requires in respect of the conduct of the defence to the Infringement Claim, including filing of all pleadings, documents and other court processes.
5.3 Certain Remedies. If the Commercial Software or the Support Services are, or in ObjectBox’s reasonable opinion are likely to become, the subject of an Infringement Claim and/or an injunction as the result of an Infringement Claim, ObjectBox may, at its expense and option: (i) obtain the right for Customer to continue to use the applicable Commercial Software or Support Services; (ii) modify the applicable Commercial Software or Support Services to make it/them non-infringing, but substantially functionally equivalent; or (iii) if neither (i) nor (ii) are, in ObjectBox’s reasonable judgement, commercially reasonable options, terminate the Customer’s Subscription and, at Customer’s written request, terminate all affected Order Forms and promptly refund to Customer any unused pre-paid Subscription Fees paid by Customer to ObjectBox under such terminated Order Forms.
5.4 Exclusive Remedy. THE FOREGOING PROVISIONS OF THIS SECTION 5 STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF OBJECTBOX, AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT CLAIM RELATING TO ANY SOFTWARE AND/OR THE SUPPORT SERVICES.
6.1 Payment. The provisions of this section 6 shall not apply where the Customer acquires a Subscription through a Reseller (in which case, the Reseller’s payment terms shall apply).
6.1.1 Customer agrees to pay ObjectBox the Subscription Fees stated on each Order Form within thirty (30) calendar days after receipt of an applicable invoice.
6.1.2 All invoices will be paid in the currency set forth on the applicable Order Form.
6.1.3 Payments will be made without right of set-off or chargeback, unless the underlying counterclaims have been conclusively determined by a court or expressly acknowledged by ObjectBox.
6.1.4 If Customer does not pay the accurate and undisputed invoices when due, ObjectBox may charge interest at 5% per year on the unpaid balance in addition to its right to suspend performance of the Support Services.
6.1.5 Except as otherwise expressly provided in this Agreement, or to the extent permitted by applicable law, any and all payments made by Customer pursuant to this Agreement or any Order Form are non-refundable, and all commitments to make any payments hereunder or under any Order Form are non-cancellable.
6.2 Taxes.
6.2.1 All fees stated on an Order Form are exclusive of any applicable sales, use, value added and excise taxes levied upon the delivery or use of the taxable components, if any, of the Subscription (collectively, “Taxes“). Taxes do not include any taxes on the net income of ObjectBox or any of its Affiliates. Customer will pay and be solely responsible for all Taxes.
6.2.2 If Customer is required by any foreign governmental authority to deduct or withhold any portion of the amount invoiced for the delivery or use of Support Services or the Commercial Software under this Agreement, Customer shall increase the sum paid to ObjectBox by an amount necessary for the total payment to ObjectBox equal to the amount originally invoiced.
6.3 Reporting use of Excess Billable Devices and / or ObxSync Instances. Customer agrees to promptly notify ObjectBox in writing if it uses an:
6.3.1 Open Core Bronze, Open Core Silver or Open Core Gold level Subscription in connection with more Billable Devices; and / or
6.3.2 a Sync Bronze, Sync Silver, Sync Gold Subscription in connection with more ObxSync Instances than the number of ObxSync Instances for which Customer has purchased such Subscription (together “Excess Devices, ObxSync Instances“).
Customer shall include in such notice the number of Excess Devices, ObxSync Instances and the date on which it first used any such Excess Billable Devices and / or ObxSync Instances. ObjectBox will invoice Customer, or, if applicable, a Reseller, for such Excess Billable Devices and/ or ObxSync Instances, adjusted on a pro rata basis from the date of first use of such Excess ObxSync and for the remainder of the applicable Subscription Term.
6.4 Where the Customer fails to provide the Excess Devices, ObxSync Instances notification required by clause 6.3 at any time, and ObjectBox discovers such excess use, this will constitute a breach of this Agreement and ObjectBox reserves the right to:
6.4.1 issue an invoice for such Excess Billable Devices and/or ObxSync Instances as if such excess had been used from the Effective Date (unless the Customer can demonstrate otherwise to ObjectBox’s satisfaction), with a 10% increase in response to the breach of this Agreement;
6.4.2 suspend performance of the Support Services until such time as the matter has been resolved and the relevant ObjectBox invoice issued under sub-clause 6.4.1 has been paid by the Customer in full; and/or
6.4.3 consider the Customer’s conduct as a material breach and terminate this Agreement in response on notice in writing.
6.5 Where the Reseller fails to pass on any Excess Devices, ObxSync Instances notification that it has received from the Customer to ObjectBox, ObjectBox’s remedy will be against the Reseller on the terms of its Reseller Agreement.
7.1 Confidential Information. Both parties acknowledge that, in the course of performing this Agreement, they may obtain information relating to products (such as goods, services, and software) of the other party, or relating to the parties themselves, which is of a confidential and proprietary nature (“Confidential Information“). Confidential Information includes materials and all communications concerning ObjectBox’ or Customer’s business and marketing strategies, including but not limited to employee and customer lists, customer profiles, project plans, design documents, product strategies and pricing data, research, advertising plans, leads and sources of supply, development activities, design and coding (including any accessible object or source codes), interfaces with the Software, anything provided by either party to the other in connection with the Support Services provided under this Agreement (such as the Download Link), including computer programs, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical plans and other information of the parties which by its nature can be reasonably expected to be proprietary and confidential, whether it is presented in oral, printed, written, graphic or photographic or other tangible form (including information received, stored or transmitted electronically) even though specific designation as Confidential Information has not been made. Confidential Information also includes any notes, summaries, analyses of the foregoing that are prepared by the receiving party. Information may be Confidential Information regardless of whether or not it is marked as such, or the Customer is notified as such.
7.2 Non-use and Non-disclosure. The parties shall at all times, both during the Subscription Term and thereafter keep in trust and confidence all Confidential Information of the other party that is in its possession or control using commercially reasonable care (but in no event less than the same degree of care that the receiving party uses to protect its own Confidential Information) and shall not use such Confidential Information other than as necessary to carry out its duties under this Agreement, nor shall either party disclose any such Confidential Information to third parties (other than Affiliates) without the other party’s prior written consent, provided that each party shall be allowed to disclose Confidential Information of the other party to the extent that such disclosure is approved in writing by such other party, necessary to enforce its rights under this Agreement, or as directed by any Court or competent regulatory authority.
7.3 Non-Applicability. The obligations of confidentiality shall not apply to information which (i) has entered the public domain or is otherwise publicly available, except where such entry or availability is the result of a party’s breach of this Agreement; (ii) prior to disclosure hereunder was already in the receiving party’s possession without restriction as evidenced by appropriate documentation; (iii) subsequent to disclosure hereunder is obtained by the receiving party on a non-confidential basis from a third party who has the right to disclose such information; or (iv) was developed by the receiving party without any use of any of the Confidential Information as evidenced by appropriate documentation.
7.4 Terms of this Agreement. Except as required by law or governmental regulation, neither party shall disclose, advertise, or publish the terms and conditions of this Agreement without the prior written consent of the other party, except that either party may disclose the terms of this Agreement to potential investors, potential acquirers, accountants, attorneys and parent organizations pursuant to the terms of a non-disclosure or confidentiality agreement.
7.5 Disclosure Required by Law. Notwithstanding anything to the contrary herein, each party may disclose the other party’s Confidential Information in order to comply with applicable law and/or an order from a court or other governmental body of competent jurisdiction, and, in connection with compliance with such an order only, if such party: (i) unless prohibited by law, gives the other party prior written notice to such disclosure if the time between that order and such disclosure reasonably permits or, if time does not permit, gives the other party written notice of such disclosure promptly after complying with that order and (ii) fully cooperates with the other party, at the other party’s cost and expense, in seeking a protective order, or confidential treatment, or taking other measures to oppose or limit such disclosure. Each party must not release any more of the other party’s Confidential Information than is, in the opinion of its counsel, reasonably necessary to comply with an applicable order.
8.1 Support Services Warranty. ObjectBox warrants that during the Subscription Term it will perform the Support Services with respect to the applicable Project, in a professional, workmanlike manner, consistent with generally accepted industry practice. In the event of a breach of the foregoing warranty, ObjectBox’ sole obligation, and Customer’s exclusive remedy, shall be for ObjectBox to re-perform the applicable Support Services.
8.2 The Customer warrants to ObjectBox that it has the right, power and authority to enter into and perform its obligations under this Agreement and procure the compliance of its Authorised Users and Contractors and any employees or staff of its Affiliates with its terms.
ObjectBox does not seek or require, and Customer shall use commercially reasonable efforts not to provide ObjectBox with, access to (or the means to access) Customer Personal Data (other than Personal Data relating to Customer personnel that is obtained by ObjectBox in the ordinary course of maintaining its business relationship with Customer). If ObjectBox is nonetheless granted access to, or acquires the means to access, Customer Personal Data, then (i) ObjectBox shall promptly notify Customer that this is the case; and (ii) ObjectBox shall promptly and securely return all such Customer Personal Data as are in its possession or under its control to Customer, and Customer and ObjectBox shall cooperate to terminate such access. Where ObjectBox knows or reasonably suspects that an Information security breach (defined as any known or reasonably suspected loss, or unauthorized acquisition, disclosure, use or other form of compromise to Customer Personal Data) has affected Customer Personal Data, ObjectBox shall promptly notify Customer and reasonably cooperate with Customer, at Customer’s expense, in any post-breach investigation or remediation efforts. “Personal Data” means any information relating to an identified or identifiable natural person (or, to the extent that applicable Data Privacy Laws apply to information about legal persons, an identified or identifiable legal person); “Customer Personal Data” means Personal Data owned, licensed, or otherwise controlled by Customer (including data maintained by Customer or Customer’ Affiliate(s) on behalf of a third party), but does not include Personal Data relating to Customer personnel that is obtained by ObjectBox in the ordinary course of maintaining its business relationship with Customer; and “Data Privacy Law” refers to data protection, privacy or confidentiality laws or regulations in any relevant jurisdiction, including the Payment Card Industry Data Security Standard, the Health Information Portability and Accountability Act, the EU General Data Protection Regulation (2016/679) Data Protection Directive, and the Federal Information Security Modernization Act (to the extent applicable).
10.1 Nothing in this Agreement shall exclude or limit ObjectBox’s liability to the Customer for losses caused intentionally or with gross negligence and for death, personal injury or damage to health and for losses in accordance with the German Product Liability Act in the event of product liability as well as in all other cases where unlimited liability is mandatory pursuant to the applicable German Law.
10.2 Subject to section 10.1:
10.2.1 ObjectBox’s total aggregate liability to the Customer for any losses, damages, charges, costs (including legal fees) or expenses incurred by the Customer in connection with any claims (connected or unconnected) brought by the Customer against ObjectBox under or in connection with this Agreement at any time (whether in contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited to the amount of the Subscription Fees paid in the calendar year preceding the date the liability arose. The parties agree that this limitation is fair in light of the potential damages of Customer and the potential damages that can happen under the Agreement.
10.2.2 ObjectBox shall not be liable to the Customer for any:
(a) indirect or consequential losses; (b)- loss of profits, revenue, savings, contracts (including any current or future Project), sales or business opportunities (actual or anticipated); (c) wasted expenditure or commitments that the Customer enters into as a result of using the Software; (d) loss of, or corruption to, any data (other than Customer Personal Data); (e) losses arising as a result of any Customer failure to use the Commercial Software or the Download Link through no fault of ObjectBox; (f) additional costs incurred by the Customer (directly or indirectly) to procure substitute software and related services resulting from any Commercial Software or Support Services received from ObjectBox; or (g) lost opportunities as a result of any use of the Commercial Software in accordance with the permissions given by ObjectBox pursuant to section 4.3;
incurred by the Customer under or in connection with this Agreement (including any permissions granted to the Customer by this Agreement) or any breach of this Agreement by ObjectBox.
11.1 Subscription Term. The initial Subscription Term will commence and expire in accordance with the start date and end date set forth on the Order Form, unless earlier terminated in accordance with Section 11.2 below or renewed in accordance with the rest of this section 11.1. Thereafter, the Subscription Term shall automatically renew for additional one (1) year periods (or for such longer period as may be set forth on a renewal Order Form executed by the parties) unless either party gives written notice to the other of its intention not to renew the Subscription at least thirty (30) days prior to the expiration of the then-current Subscription Term. The initial Subscription Term, plus any subsequent renewal Subscription Terms shall be the “Subscription Term“. For the avoidance of doubt, the term of this Agreement (if and where used) shall refer to the Subscription Term.
11.2 Termination & Suspension.
11.2.1 Each party may terminate this Agreement and the Subscription, and all associated Order Forms and Software licences (including the Licence) upon giving notice in writing to the other party if: (i) the non-terminating party commits any single material, or repeated non-material, breach of this Agreement, the Licence or the Support Services Policy; (ii) an Authorised User breaches the terms of the EULA, and has failed to cure such breach within thirty (30) calendar days following a request in writing from the notifying party to do so; (iii) the non-terminating party convenes a meeting of its creditors or a proposal is made for a voluntary arrangement with its creditors, is deemed unable to pay its debts or steps are taken to wind up the non-terminating party or its business generally. Upon the termination or expiration of this Agreement, the rights and obligations of the parties will, subject to Section 11.3 below, cease in full. Lawful termination of this Agreement in accordance with its terms shall be without prejudice to any other accrued rights or remedies (to which the terminating party may be entitled), whether or not such rights have accrued under this Agreement or at law.
11.2.2 Notwithstanding any of ObjectBox’s rights to terminate this Agreement under sub-section 11.2.1, ObjectBox may suspend the provision of the Support Services to the Customer (without refund of any part of the Subscription Fees relating to the Customer’s applicable Subscription Level) without incurring any additional, consequential obligation or liability to the Customer, during any period that: (i) the Customer is remedying any breach under sub-sections 6.4 or 11.2.1; (ii) the Customer has failed to pay any accurate, undisputed invoice to ObjectBox in accordance with the payment period specified in section 6.1; (iii) the Parties are resolving an Infringement Claim relating to the Support Services; (iv) ObjectBox is aware of the Customer’s use of any Excess ObxSync without notifying ObjectBox under section 6.3 (until such time as the Customer settles any ObjectBox or Reseller invoice relating to the same); (v) ObjectBox is notified by the Reseller that the Customer is in breach of the Reseller Subscription Terms; (vi) any Authorised User is in breach of the terms of its EULA; and/or (vii) the Customer has notified ObjectBox of an infringing activity under section 12.8.
11.3 Survival. Upon the expiration or termination of an Order Form or this Agreement, (i) Customer shall have no further rights under any affected Subscription(s) or Licence; and (ii) any payment obligations accrued under Section 6, as well as the provisions of Sections 1, 4.4, 5, 7, 8, 9, 10, 11.3 and 12 of this Agreement will survive such expiration or termination.
12.1 Anti-Corruption. Each party acknowledges that it is aware of, understands and has complied and will comply with, all applicable U.S. and foreign anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (“FCPA“) and the U.K. Bribery Act (to the extent applicable).
12.2 Assignment. Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, provided that no such consent will be required to assign this Agreement in its entirety to (i) an Affiliate that is able to satisfy the obligations of the assignor under this Agreement or (ii) a successor in interest in connection with a merger, acquisition or sale of all or substantially of the assigning party’s assets. Any assignment in violation of this Section 12.2 shall be void and of no effect. Subject to the foregoing, this Agreement is binding upon, inures to the benefit of and is enforceable by, the parties and their respective permitted successors and assigns.
12.3 Customer Identification. Customer consents to ObjectBox’ identification of the Customer as a user of the Software and the Support Services, on its website, through a press release issued by ObjectBox and in other promotional materials. ObjectBox will not disclose any Customer Personal Data at any time in connection with the rights granted under this section 12.3.
12.4 Force Majeure. Except with respect to payment obligations, subject to the directly affected party’s compliance with the requirements of this section 12.4, neither party will be liable for, or be considered to be in breach of this Agreement, as a result of any event beyond either party’s reasonable control at the relevant time for which the directly affected party is not responsible. Where such an event or circumstance occurs, the directly affected party shall notify the other party of the cause and nature of the event, its likely duration (if known) and its impact on that party’s performance of its obligations under the Agreement (whether it affects its ability to use the Software or provide the Support Services, as applicable). The directly affected party shall also: (i) provide the other party with regular updates during the relevant event; and (ii) take all necessary and reasonable steps to mitigate the effects of the relevant event.
12.5 Future Features and Functions. Customer understands and agrees that any features or functions of services or products referenced on any ObjectBox website, or in any presentations, press releases or public statements, which are not currently available to the public on general availability(GA) release, may not be delivered on time or at all. The development, release, and timing of any features or functionality described for the Commercial Software remains at ObjectBox’s sole discretion. Accordingly, Customer agrees that it is purchasing products and services based solely upon features and functions that are currently available as of the time an Order Form is executed, and not in expectation of any future feature or function.
12.6 Governing Law, Jurisdiction and Venue. This Agreement will be governed and construed in accordance with the laws of the Federal Republic of Germany, without regard to its conflict of laws principles and the United Nations Convention on Contracts for the International Sale of Goods (UNCISG). All disputes arising out of or relating to this Agreement will be submitted to the exclusive jurisdiction of a court of competent jurisdiction in Berlin, Germany and each party, irrevocably consents to such personal jurisdiction and waives all objections to this venue. A breach by either party of Section 7 may cause irreparable harm for which the non-breaching party shall be entitled to seek injunctive relief.
12.7 Non-Solicitation.
12.7.1 During the Subscription Term, and for a period of twelve (12) months following its expiry or termination, Customer shall not solicit, nor approach in any way, (and shall procure that no Customer Affiliate solicits or approaches) any of ObjectBox’ employees or contract staff directly engaged by ObjectBox in connection with the performance of the Support Services or the servicing of the Customer’s account, with a view to (i) offering such persons, employment, (ii) soliciting services from them on their own account, (iii) encouraging them to provide their services to a third party rather than ObjectBox, or (iv) offering to them the opportunity to perform services that are substantially similar to the Support Services. However, the foregoing restriction shall not apply to any employee or former employee that responds (without specific solicitation) to a general solicitation of general circulation, placement agencies, or similar means.
12.7.2 Where the Customer is in breach of the restrictions contained in sub-section 12.7.1, the Customer shall: (i) pay to ObjectBox an amount equal to one year’s annual salary or remuneration (in connection with soliciting of employees or staff) within 14 days of the relevant employee or staff members start date with the Customer or any Customer Affiliate; or (ii) be liable to ObjectBox for its losses as a result of the breach (in all other cases) in accordance with the provisions of section 10.
12.8 Notices. Any notice or other communication under this Agreement given by either party to the other will be deemed to be properly given if given in writing and delivered in person or by e-mail, if acknowledged received by return e-mail or followed within one day by a delivered or mailed copy of such notice, or if mailed, properly addressed and stamped with the required postage, to the intended recipient at its address specified on an Order Form. Notices to ObjectBox may also be sent to 
. Either party may from time to time change its address for notices under this Section by giving the other party notice of the change in accordance with this Section 12.8. If the Customer becomes aware of any actual or threatened activity that is prohibited by this Agreement, the EULA and/or the Licence, the Customer shall (and shall cause its Authorised Users and Contractors to) immediately: (i) take all reasonable and lawful measures within their respective control to stop the activity (or threatened activity) and to mitigate its effects, and (ii) notify ObjectBox as soon as possible upon discovery.
12.9 Non-waiver. Any failure of either party to insist upon or enforce performance by the other party of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be interpreted or construed as a waiver or relinquishment of such party’s right to assert or rely upon such provision, right or remedy in that or any other instance unless such waiver is given in writing and signed by a duly authorized representative of the waiving party.
12.10 Relationship of the Parties. The relationship of the parties hereunder shall be that of independent contractors, and nothing herein shall be deemed or construed to create any employment, agency or fiduciary relationship between the parties. Each party shall be solely responsible for the supervision, direction, control and payment of its personnel, including for taxes, deductions and withholdings, compensation and benefits, and nothing herein will be deemed to result in either party having an employer-employee relationship with the personnel of the other party. Nothing in this Agreement shall authorize the Customer or ObjectBox to make, or enter into any commitments on behalf of, the other at any time.
12.11 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the relevant provision shall be deemed deleted without affecting the validity or enforceability of the remaining provisions, and the parties undertake to replace the ineffective and deleted provision with one approximating as closely as possible in terms of commercial effect to the original.
12.12 Suggestions, Ideas and Feedback. Subject to its obligations under Section 7 of this Agreement (Confidential Information), ObjectBox will be free to use, irrevocably, in perpetuity and for any lawful purpose, all suggestions, ideas and/or feedback (collectively, “Feedback“) provided to ObjectBox by Customer, or its Affiliates and their respective employees, Contractors, Authorised Users or other agents, with respect to the Support Services, the Community Software and/or the Commercial Software. The foregoing grant of rights is made without any duty to account to any of the foregoing persons or entities for the use of such Feedback.
12.13 Entire Agreement; Amendment. This Agreement, together with any Order Forms executed by the parties, the Licence and the Support Services Policy (each of which is incorporated by reference), constitutes the entire agreement between the parties concerning the subject matter and it supersedes all prior proposals, agreements, or other communications between the parties in full (oral or written) regarding the Customer’s use of the Software and its subject matter generally. In the event of any conflict between the terms and conditions of any of the foregoing documents, the conflict shall be resolved based on the following order of precedence: (i) an applicable Order Form (but only for the specific transaction or Project to which that Order Form relates), (ii) this Agreement; (iii) the Licence; and (iv) the Support Services Policy. For the avoidance of doubt, the parties expressly acknowledge and agree that if Customer issues any purchase orders or similar documents in connection with its purchase of a Subscription, it shall do so only for its own internal, administrative purposes and not with the intent to provide any contractual terms. To the extent that any such additional terms are provided by the Customer, they will have no legal effect unless ObjectBox agrees in writing. Where the terms of this Agreement and/or any other documents referred to in this Agreement, are translated into any other language, the English version shall take priority.
12.14 By entering into this Agreement, whether prior to or following receipt of Customer’s purchase order or any similar document, the parties are hereby expressly showing their intention not to be contractually bound by the contents of any such purchase order or similar document, which are hereby deemed rejected and extraneous to this Agreement, and ObjectBox’s performance of this Agreement shall not amount to: (i) an acceptance by conduct of any terms set out or referred to in the purchase order or similar document; (ii) an amendment of this Agreement, nor (iii) an agreement to amend this Agreement. This Agreement shall not be modified except by a subsequently dated, written amendment that expressly amends this Agreement and which is signed on behalf of ObjectBox and Customer by their duly authorized representatives. The same applies to a change of this written form requirement.
This COMMERCIAL SOFTWARE LICENCE (this “Licence“) is subject to, and hereby incorporated into, the ObjectBox Subscription Agreement which applies to the Customer as of the start date contained on the Order Form, by ObjectBox and Customer (the “Agreement“). This Licence sets forth additional terms and conditions related to Customer’s purchase of one or more Subscriptions from ObjectBox that include a licence to use ObjectBox Commercial Software in a self-managed environment.
1.1 License Grants. A list of the Eligible Features and Functions that correspond to each version of the Commercial Software and Subscription Levels may be found at https://www.objectbox.io/subscriptions.
a. Subscription Licences. If Customer purchases a Subscription, then, subject to the terms and conditions of the Agreement and this Licence, including complete payment of any and all applicable Subscription Fees, ObjectBox grants to Customer during the applicable Subscription Term, and for the restricted scope of this Licence a licence to the Eligible Features and Functions of the Commercial Software that are applicable to the Subscription Level that Customer has purchased, for the number of Billable Devices and / or ObxSync Instances and for the specific Project for which Customer has purchased such Subscription, to be used by the Customer in the Customer’s own, internal environment. The Subscription Level, the number of Billable Devices and / or ObxSync Instances and specific Project(s) for which Customer has purchased such Subscription, are set forth on the applicable Order Form. Any Authorised Users who use the Billable Devices or access the Software at any time shall do so on the terms of the EULA. Where the Customer purchases a Subscription through a Reseller, additional terms made clear to the Customer by the Reseller at the time of purchase may apply.
b. Licence Restrictions The licence granted to the Customer under section 1.1 is granted on a royalty-free, non-exclusive, non-transferable, non-assignable (other than in accordance with the Agreement), non-sublicensable basis, to load, run and execute the Software onto Billable Devices and / or ObxSync Instances for ordinary, lawful business or Project purposes only and only on the terms of the Agreement and this Licence.
1.2 Download Link, Delivery and Acceptance. Promptly following the execution of an applicable Order Form, ObjectBox will deliver to the Customer a Download Link that enables the Customer to use the Commercial Software in accordance with the rights granted to it in Section 1.1 of this Licence. For purposes of the applicable Order Form, the Commercial Software will be deemed to have been delivered to Customer upon provision of such Download Link, and the Commercial Software is deemed to be accepted by Customer upon delivery. The Customer shall not disclose, and shall take all reasonable and necessary steps to prevent the disclosure of, or unauthorized access to, the Download Link to third parties (and shall procure that its Authorised Users, Contractors, employees or staff or those employees or staff of its Affiliates take equivalent steps).
1.3 Reservation of Rights; Restrictions.
1.3.1 As between ObjectBox and Customer, ObjectBox owns all rights and interests in, and titles to, all Commercial Software and any derivative works thereof.
1.3.2 Except as expressly set forth in Section 1.1 of this Licence, no other licence to the Commercial Software is granted to Customer by implication, estoppel or otherwise.
1.3.3 The Customer will not (and procures that its Authorised Users, Affiliates and all other staff or Contractors will not): (i) reverse engineer or decompile, decrypt, disassemble, attempt to translate or derive the source code, or otherwise reduce any of the Commercial Software (or any portion thereof) to human-readable form, except and only to the minimum extent permitted by applicable law or as otherwise accessed by the Customer in accordance with their Subscription; (ii) deploy more Billable Devices and / or ObxSync Instances than are permitted under an applicable Subscription (other than where notifying ObjectBox in accordance with section 6.3 of the Agreement), (iii) prepare derivative works from, modify, copy or use the Software in any manner (except as expressly permitted herein); (iv) transfer, sell, rent, lease, distribute, sublicense, loan or otherwise transfer the Commercial Software in whole or in part to any third party; (v) except for Customer’s internal business purposes, or as otherwise may be expressly permitted on an applicable Order Form or in another written agreement signed by the parties, use the Software to provide any time-sharing services, software-as-a-service or “SaaS” offering, service bureau services or as part of an application services provider or other service offering to third parties (other than its Affiliates); (vi) circumvent the limitations on use of the Software that are imposed in any way or preserved by any Download Link, (vii) alter or remove any copyright or trademarks and proprietary notices in or on the Software; (viii) deploy the Software on or in connection with any third party infrastructure as a service that includes any Software as a service or (ix) make available to any third party any analysis of the results of operation of the Software (including benchmarking results), without the prior written consent of ObjectBox. The Commercial Software may contain or be provided with third party open source libraries, components, utilities and other open source software (collectively, “Third Party Open Source Software“), which Third Party Open Source Software may have applicable licence terms as identified on a website designated by ObjectBox or otherwise provided with the Commercial Software, the Agreement (such as e.g. the Apache Licence or Binary Licence) or any related Documentation. Notwithstanding anything to the contrary herein, use of the Third Party Open Source Software shall be subject to the licence terms and conditions applicable to such Third Party Open Source Software, to the extent required by the applicable licensor (which terms shall not restrict the licence rights granted to Customer hereunder, but may contain additional rights).
1.4 Audit Rights. Customer agrees that, unless such right is waived in writing by ObjectBox, ObjectBox shall have the right, upon fifteen (15) days’ notice to Customer, to audit Customer’s and any Authorised User’s use of the Commercial Software for compliance with any limitations on Customer’s use of the Commercial Software that are set forth in the Agreement, the Licence or the EULA. Customer agrees to provide ObjectBox with the necessary access to the Commercial Software, any Billable Devices, ObxSync Instances or any related hardware or premises to conduct such an audit either (i) remotely, or (ii) if remote performance is not possible, at Customer’s facilities, during normal business hours and no more than one (1) time in any twelve (12) month period. If any such audit reveals that Customer has used the Commercial Software in excess of the limitations set forth in the Agreement, the Licence or the EULA, the Customer agrees to promptly pay to ObjectBox an amount equal to the difference between the Subscription Fees actually paid and the Subscription Fees that Customer should have paid to remain in compliance with such limitations (in addition to any other rights that ObjectBox may have to suspend performance of the Support Services or enforce its rights in relation to ObjectBox’s breach). This Section 1.4 shall survive for a period of one (1) year from the termination or expiration of the Agreement.
1.5 Government Rights. The Commercial Software is “Commercial Computer Software,” as defined in 48 C.F.R. 2.101, and as used in 48 C.F.R. Part 12, and is a Commercial Item comprised of “commercial computer software” and “commercial computer software documentation”. If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Licence, as specified in 48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) of the Federal Acquisition Regulation (“FAR”) and its successors. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the same shall be subject to this Licence, as specified in 48 C.F.R. 227.7202-3 and 48 C.F.R. 227.7202-4 of the DOD FAR Supplement (“DFARS”) and its successors, and consistent with 48 C.F.R. 227.7202. This U.S. Government Rights clause, consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202 is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses Government rights in computer software, computer software documentation or technical data related to the Software under this Licence under which the Commercial Software are acquired or licensed.
1.6 Post Termination or Expiration. Upon termination or expiration of the Agreement, any applicable Subscription Term or Order Form, for any reason, Customer shall promptly cease the use of the Commercial Software the Download Link, any Confidential Information and related documents and copies and destroy (and certify to ObjectBox in writing the fact of such destruction), or return to ObjectBox, all copies of the Commercial Software and related Documentation then in Customer’s possession or under Customer’s control. Sections 1.3, 1.4, 1.6, 2 and 3 shall survive termination or expiration of this Licence.
2.1 Limited Performance Warranty. Subject to the Customer purchasing a Subscription, ObjectBox warrants that during the applicable Subscription Term, the Commercial Software will perform in all material respects in accordance with the Documentation. In the event of a breach of the foregoing warranty, ObjectBox’ sole obligation, and Customer’s exclusive remedy shall be for ObjectBox to (i) correct any failure(s) of the Commercial Software to perform in all material respects in accordance with the Documentation or (ii) if ObjectBox is unable to provide such a correction within thirty (30) days of receipt of notice of the applicable non-conformity, Customer may elect to terminate this Licence, including the underlying Agreement and associated Subscription, and ObjectBox will promptly refund to Customer any pre-paid, unused Subscription Fees paid by the Customer to ObjectBox for the applicable Subscription Term. The warranty set forth in this Section 2.1 does not apply to the extent a non-conformity results from the applicable Commercial Software or any portion thereof: (a) being altered, except by or on behalf ObjectBox; (b) not being used, installed, operated, repaired, or maintained in accordance with this Licence and/or any related Documentation or instructions issued by ObjectBox; or (d) is used on equipment, products, or systems not meeting specifications identified by ObjectBox. Additionally, the warranties set forth only apply when notice of a warranty claim is provided to ObjectBox during the applicable Subscription Term, and do not apply to any bug, defect or error caused by or attributable to software or hardware not supplied by ObjectBox.
2.2 Malicious Code. ObjectBox warrants that at the time the Download Link is provided all parts of the Commercial Software will be free of any Malicious Code. In the event of a breach of the foregoing warranty, ObjectBox’ sole obligation, and Customer’s exclusive remedy shall be for ObjectBox to replace any of the Commercial Software with any software that does not contain any Malicious Code. The Customer shall not, and shall not permit any Authorised User, Contractor or employee or person associated with any Affiliate to, input, upload, transmit or otherwise provide any Malicious Code through the Commercial Software and/or its underlying systems, software, networks, servers and/or databases.
2.3 Warranty Disclaimer. The disclaimer given in this section 2.3 applies to all aspects of the Commercial Software and any related Documentation. EXCEPT AS EXPRESSLY STATED IN THIS LICENCE OR THE SUBSCRIPTION AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL DELIVERABLES ARE PROVIDED “AS IS” WITHOUT FURTHER WARRANTY OF ANY KIND, AND OBJECTBOX AND ITS LICENSORS MAKE NO ADDITIONAL WARRANTIES (EXPRESSED, IMPLIED OR STATUTORY). TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, OBJECTBOX AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WITH RESPECT TO THE USE OF THE FOREGOING. FURTHER, OBJECTBOX DOES NOT WARRANT RESULTS OF USE OR THAT IT WILL BE ERROR FREE OR THAT THE USE WILL BE UNINTERRUPTED AT ALL TIMES. THE CUSTOMER AGREES THAT IT IS SOLELY RESPONSIBLE FOR THE RESULTS OBTAINED IN CONNECTION WITH ITS USE. IN ADDITION, THE CUSTOMER UNDERSTANDS AND AGREES THAT NEITHER THE SOFTWARE NOR THE UPDATES ARE SPECIFICALLY DESIGNED, MANUFACTURED OR INTENDED FOR USE IN THE PLANNING, CONSTRUCTION, MAINTENANCE, CONTROL, OR DIRECT OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, CONTROL OR COMMUNICATION SYSTEMS, WEAPONS SYSTEMS, OR DIRECT LIFE SUPPORT SYSTEMS.
Capitalized terms used herein have the meaning set forth in the Agreement or ascribed below, or where such terms are first used, as applicable.
3.1 “Documentation” means the published end user documentation provided by ObjectBox with the applicable Commercial Software.
3.2 “Licence” means a limited, non-exclusive, non-transferable, fully paid up, right and license (without the right to grant or authorize sublicenses) solely for Customer’s internal business operations to (i) install and use, in object code format, the Commercial Software, (ii) use, and distribute internally a reasonable number of copies of the Documentation, provided that Customer must include on such copies all marks and notices; (iii) permit Contractors and Customer’s Affiliates to use the Commercial Software and Documentation as set forth in (i) and (ii) above, provided that such use by Contractors must be solely for Customer’s benefit, and Customer shall be responsible for all acts and omissions of such Contractors and Affiliates in connection with their use of the Commercial Software that are contrary to the terms and conditions of this Licence and the Agreement.
3.3 “Malicious Code” means any code that is designed to harm, or otherwise disrupt in any unauthorized manner, the operation of Customer’s computer programs or computer systems or destroy or damage data. For clarity, Malicious Code shall not include any software bugs or errors handled through Support Services, or any standard features of functions of the Commercial Software and/or any License Key that are intended to enforce the temporal and/or other limitations on the scope of the use of the Commercial Software to the scope of the License granted to Customer.
Version: 2.0, updated August 2020