End-User License Agreement and Terms of Use

IMPORTANT-READ CAREFULLY:

This End-User License Agreement (“LICENSE”) is a legal agreement between you, the LICENSEE (either an individual or a single legal entity) and Nova Generacija Softvera d.o.o. (“LICENSOR”), governing your use of the Templater software library, including all related source or binary components and any associated electronic or online documentation (collectively, the “SOFTWARE”).

The SOFTWARE also includes any updates, upgrades or supplements provided by LICENSOR.

By downloading, copying, including, linking, distributing or otherwise using the SOFTWARE, you acknowledge that you have read this LICENSE, understand it and agree to be bound by its terms. If you do not agree to all of the terms of this LICENSE, you must not download, copy, include, link or use the SOFTWARE.

1. DEFINITIONS

“Unlicensed version” means the free version of the SOFTWARE.

“License” means the license you own. If you haven’t bought a license (i.e. licensed version) you are bound by the restrictions of the unlicensed version.

“License agreement” means this document. This license agreement is a legal agreement between you (individual or legal entity) and LICENSOR.

“Metered agreement” means separate optional licensing agreement between you (legal entity) and LICENSOR.

“API” means the application programming interface

The SOFTWARE is licensed, not sold. LICENSOR continues to own the copy of the SOFTWARE and all copies thereof. SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws.

2. GRANT OF LICENSE

2.1 UNLICENSED (FREE) VERSION OF THE SOFTWARE

The LICENSEE is permitted to use the SOFTWARE on an unlimited number of computers and for any purpose, including commercial use.

However, the LICENSEE must:

a) comply with all usage limitations applicable to the free version and
b) acknowledge the use of the free version of the SOFTWARE within their application. The format, wording and placement of the acknowledgment are at the LICENSEE’s discretion, provided that the acknowledgment refers to the LICENSOR.

The LICENSEE may not remove or modify the INFO MESSAGE that is specific to the unlicensed version.

LICENSOR provides no technical support or any other form of assistance for users of the free version of the SOFTWARE.

2.2 LICENSED VERSION

The LICENSED version of the SOFTWARE does not display the INFO MESSAGE that appears in the unlicensed version. The LICENSEE may combine different LICENSE types unless explicitly restricted. The following LICENSE types are available:

2.2.1 CURRENT LICENSE TYPES

a) REPORTING TEAM license. The SOFTWARE is licensed per a single team within a company. A group of people working together within the company which need to use the SOFTWARE are considered a team. Any developer within the team is allowed to use the SOFTWARE. Team can range from a one (1) developer, up to twenty (20) developers. If there are more than 20 developers within the team, multiple licenses need to be bought.

b) SOURCE CODE license. The SOFTWARE is licensed per a single team within a company. A group of people working together within the company which need to use the SOFTWARE and have optional access to source code are considered a team. Any developer within the team is allowed to use the SOFTWARE. Team can range from a one (1) developer, up to twenty (20) developers. If there are more than 20 developers within the team, multiple licenses need to be bought. LICENSEE who purchases SOURCE CODE license has the right to use the source code for debugging and bug fixing purposes as well as developing new functionalities. Under no circumstances may the source code be used, in whole or in part, as the basis for creating a product that provides the same or substantially the same, functionality as TEMPLATER. LICENSEE may not distribute and/or sell the source code or any modification, enhancement, derivative work and/or extension thereto, in source code form. Source code IS LICENSED “AS IS”.

c) PREMIUM license. The SOFTWARE is licensed per location within a company. Any user within a company can use the SOFTWARE while at the location for which the SOFTWARE was licensed. LICENSEE who purchases PREMIUM license has the right to use the source code for debugging and bug fixing purposes as well as developing new functionalities. Under no circumstances may the source code be used, in whole or in part, as the basis for creating a product that provides the same or substantially the same, functionality as TEMPLATER. LICENSEE may not distribute and/or sell the source code or any modification, enhancement, derivative work and/or extension thereto, in source code form. Source code IS LICENSED “AS IS”.

2.2.2 DEPRECATED LICENSE TYPES

a) SOLO DEVELOPER license. The SOFTWARE is licensed per individual user or for a company with no more than 5 employees where only a single developer will use the SOFTWARE. If the company grows beyond 5 employees after buying the license, they can still continue using the license.

b) ENTERPRISE license. The ENTERPRISE license used the same terms and conditions as the current PREMIUM license. It is deprecated and no longer sold. Existing ENTERPRISE licenses remain valid.

3. DISTRIBUTION / REDISTRIBUTABLE CODE

3.1 GRANT OF REDISTRIBUTION RIGHTS

LICENSOR hereby grants the LICENSEE a non-exclusive, royalty-free right to distribute the object code version of the SOFTWARE, provided that the LICENSEE complies with this LICENSE and the redistribution requirements set out below.

3.2 REDISTRIBUTION REQUIREMENTS

When redistributing the SOFTWARE, the LICENSEE shall:

a) distribute the SOFTWARE only in object code form and only as part of a software application developed by the LICENSEE that provides significant and primary functionality;
b) not use the LICENSOR’s name, logo or trademarks for marketing or promotional purposes;
c) include an appropriate copyright notice in the LICENSEE’s application; and
d) indemnify, defend and hold harmless LICENSOR from any claims, damages or expenses (including reasonable attorneys’ fees) arising out of the LICENSEE’s application or its distribution.

3.3 LIMITATIONS ON REDISTRIBUTION AND DEVELOPMENT

The LICENSEE shall not:

• develop applications that expose an API to the SOFTWARE;
• develop applications that substantially duplicate the capabilities of the SOFTWARE or, in LICENSOR’s reasonable opinion, compete with the SOFTWARE;
• distribute the SOFTWARE in any form to users for development, design-time or compilation purposes.

In particular, if the LICENSEE develops a component or control that uses the SOFTWARE as a constituent part, the LICENSEE may not distribute such component or control (in any format) to users for design-time or development use.

3.4 EXCEPTIONS — METERED USE

If the LICENSEE intends to expose functionality of the SOFTWARE through an API in a manner that, in LICENSOR’s reasonable opinion, substantially duplicates the capabilities of the SOFTWARE, the parties may enter into a separate agreement that measures such usage and provides appropriate compensation to LICENSOR.

For the purposes of this clause:

• Providing both template documents and data/instructions for populating those documents via an API over the Internet is considered a substantially duplicated capability.
• Providing only templates or only data/instructions is not considered substantially duplicative.

Such usage is permitted only under a special Metered Agreement, which is available exclusively to LICENSEEs holding ENTERPRISE or PREMIUM licenses.

4. ADDITIONAL RIGHTS AND LIMITATIONS

4.1 RESTRICTIONS

LICENSEE may not alter, assign, create derivative works, decompile, disassemble, distribute, give, lease, loan, modify, rent, reverse engineer, sell, sub-license, transfer or translate in any way, by any means or any medium the SOFTWARE. LICENSEE will use its best efforts and take all reasonable steps to protect the SOFTWARE from unauthorized use, copying or dissemination. LICENSEE may not use the SOFTWARE to perform any unauthorized transfer of information (e.g. transfer of files in violation of a copyright) or for any illegal purpose.

4.2 SUPPORT SERVICES

LICENSOR may provide you with support services via Github and/or e-mail (“SUPPORT”) related to the SOFTWARE for duration of 12 months. E-mail support is available for customers with renewable licenses: REPORTING TEAM, SOURCE CODE, ENTERPRISE and/or PREMIUM LICENSE. Valid contact e-mail address can be found on the SOFTWARE website.

Support for SOLO DEVELOPER LICENSE is provided via public Github issues

Use of SUPPORT is governed by the LICENSOR policies and programs described in the user manual, in online documentation and/or other materials provided by the LICENSOR, as they may be modified from time to time. Any supplemental software code provided to you as part of the SUPPORT shall be considered part of the SOFTWARE and subject to the terms and conditions of this LICENSE. With respect to technical information you provide to LICENSOR as part of the SUPPORT, LICENSOR may use such information for its business purposes, including for product support and development. LICENSOR will not utilize such technical information in a form that personally identifies LICENSEE.

SUPPORT is provided only for latest version of the SOFTWARE.

4.3 SUPPORT EXTENSION

E-mail support is included for 12 months from the date of purchase. After that period, support may be extended for an additional 12 months by purchasing an Annual Support Renewal (“RENEWAL”).

RENEWAL is available only to customers who hold a valid REPORTING TEAM, SOURCE CODE, ENTERPRISE (deprecated) or PREMIUM license. Each RENEWAL extends e-mail support for 12 months from the current support expiration date.

4.4 The SOFTWARE is licensed as a single product and the components comprising SOFTWARE may not be separated.

5. TERMINATION

If the SOFTWARE is used in any way not expressly and specifically permitted by this LICENSE, then the LICENSE shall immediately terminate. Upon the termination of the LICENSE, LICENSEE shall thereafter make no further use of the SOFTWARE and LICENSEE shall destroy all licensed materials.

6. UPGRADES, ENHANCEMENTS AND UPDATES

6.1 GENERAL

From time to time and at its sole discretion, LICENSOR may provide enhancements, updates or new versions of the SOFTWARE via its official website. Any such enhancements, updates or new versions are provided under LICENSOR’s then-current terms and conditions, except where explicitly stated otherwise in this Agreement. This Agreement applies to all enhancements and updates supplied under the original LICENSE.

6.2 MAJOR VERSION UPGRADES

While the LICENSEE maintains an active support period, the LICENSEE is entitled to upgrade to the latest major version of the SOFTWARE at no additional charge. In some cases, a new major version of the SOFTWARE may require a new LICENSE. If a new major version is incompatible with an existing LICENSE, LICENSOR may issue an updated LICENSE to maintain proper functionality.

6.3 MINOR UPDATES

The LICENSEE is entitled to minor updates of the SOFTWARE at no additional charge, even after the support period has expired. All minor updates remain compatible with the LICENSE originally issued by LICENSOR and no new LICENSE is required for such updates.

7. COPYRIGHT

All title and intellectual property rights in and to the SOFTWARE, including without limitation any images, photographs, animations, video, audio, music, text and other components incorporated into the SOFTWARE, as well as any copies thereof, are owned by LICENSOR or its suppliers.

All title and intellectual property rights in and to any third-party content accessible through the SOFTWARE are the property of their respective owners and may be protected by copyright, trademark or other intellectual property laws and treaties. This LICENSE grants the LICENSEE no rights to use such third-party content except as permitted by the applicable rights holder.

Except for the rights expressly granted to the LICENSEE under this Agreement, all rights in and to the SOFTWARE are reserved by the LICENSOR.

8. LIMITED WARRANTY

The LICENSEE is solely responsible for determining whether the SOFTWARE is appropriate for the LICENSEE’s intended purposes. The SOFTWARE and its documentation are not warranted to be error-free.

LICENSOR warrants that:

a) Software Performance. For a period of thirty (30) days from the date of purchase, the SOFTWARE will perform substantially in accordance with its accompanying documentation.
b) Support Services. Any SUPPORT provided by LICENSOR will be delivered substantially as described in the applicable support materials and LICENSOR’s support personnel will use commercially reasonable efforts to resolve issues covered under this warranty.

THIS LIMITED WARRANTY IS THE LICENSEE’S SOLE AND EXCLUSIVE REMEDY.

EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ALL SUPPORT SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

9. CUSTOMER REMEDIES

LICENSOR’s entire liability and the LICENSEE’s sole and exclusive remedy for any breach of the Limited Warranty, shall be, at LICENSOR’s option:

a) a refund of the price paid or
b) the repair or replacement of the SOFTWARE that does not conform to the Limited Warranty and is returned to LICENSOR together with proof of purchase.

This Limited Warranty is void if the failure of the SOFTWARE results from accident, abuse, misuse or unauthorized modification.

Any replacement SOFTWARE will be warranted for the remainder of the original warranty period or for thirty (30) days from the date of replacement, whichever is longer.

10. NO LIABILITY FOR CONSEQUENTIAL DAMAGES

To the maximum extent permitted by applicable law, in no event shall LICENSOR or its suppliers be liable for any special, incidental, indirect, exemplary or consequential damages whatsoever, including without limitation damages for loss of profits, loss of business, business interruption, loss of business information, data loss or any other commercial or financial loss, arising out of or related to the use of, inability to use or failure of the SOFTWARE or SUPPORT, even if LICENSOR has been advised of the possibility of such damages.

In all cases, LICENSOR’s total cumulative liability under any provision of this LICENSE shall be limited to the amount actually paid by the LICENSEE for the SOFTWARE.

11. MARKETING REFERENCE

The LICENSEE grants LICENSOR a perpetual, worldwide, royalty-free right to use the LICENSEE’s name and logo on the SOFTWARE’s website and in LICENSOR’s marketing, promotional and reference materials for the purpose of identifying the LICENSEE as a customer. This permission is irrevocable for the duration of the LICENSEE’s use of the SOFTWARE and any surviving rights under this Agreement.

12. GENERAL PROVISION

12.1 NO SUBLICENSING

The LICENSEE shall not sublicense, assign or transfer any rights granted under this Agreement, in whole or in part, for any reason, unless expressly permitted in writing by LICENSOR.

12.2 TERMINATION FOR BREACH

In the event of a breach of this Agreement by the LICENSEE, LICENSOR may terminate this Agreement immediately and the LICENSEE shall be liable for any damages incurred by LICENSOR as a result of such breach.

12.3 SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.

12.4 ATTORNEY FEES

In any legal proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.

13. TAXES AND DUTIES

13.1 VAT / SALES TAXES

All prices under this Agreement are exclusive of value added tax (VAT), sales tax or any similar tax (“Tax”). If any Tax is applicable, it shall be added to the prices and paid by the LICENSEE.

For LICENSEEs located in the European Union:

• Where the LICENSEE provides a valid EU VAT identification number, the reverse-charge mechanism shall apply and LICENSOR shall not charge VAT.
• Where no valid VAT ID is provided, LICENSOR shall charge VAT at the rate applicable in LICENSOR’s jurisdiction.

13.2 OTHER TAXES

The LICENSEE shall be responsible for all other taxes, duties, levies or governmental charges arising in connection with this Agreement or the supply, use or maintenance of the SOFTWARE, except for taxes imposed on LICENSOR’s income, profits or revenue.

13.3 REIMBURSEMENT

If LICENSOR pays any tax, duty or charge on behalf of the LICENSEE, the LICENSEE shall reimburse LICENSOR in full upon demand.

14. MISCELLANEOUS

14.1 GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Croatia, without regard to its conflict-of-law principles.

14.2 JURISDICTION

Each party agrees that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts located in the Republic of Croatia and each party hereby consents to the personal jurisdiction of such courts.

14.3 ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the LICENSEE and LICENSOR with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, whether written or oral.

14.4 AMENDMENTS

This Agreement may be amended or modified only by a written instrument signed by both parties.

14.5 ACKNOWLEDGMENT

The LICENSEE acknowledges that the LICENSEE has read this Agreement, understands it and agrees to be bound by its terms and conditions.

Should you have any questions concerning this EULA or if you desire to contact the Nova Generacija Softvera d.o.o., for any reason, please contact by e-mail. Valid contact e-mail address can be found on the SOFTWARE website.