diff --git a/src/website/content/commercial-terms.md b/src/website/content/commercial-terms.md index 05f45c5..9c623aa 100644 --- a/src/website/content/commercial-terms.md +++ b/src/website/content/commercial-terms.md @@ -4,7 +4,16 @@ title : "http4k Commercial Subscription Terms" description: "Terms of Service for Commercial http4k subscriptions" --- -By signing this agreement, you and any entity that you represent ("Customer") are unconditionally consenting to be bound by and are becoming a party to these http4k Commercial Subscription Terms ("Agreement") as of the date of Customer's first download of the Licensed Materials (the "Effective Date"). +By signing this agreement, you and any entity that you represent ("Customer") are unconditionally consenting to be bound by and are becoming a party to these http4k Commercial Subscription Terms ("Agreement") as of the date of Customer's first download or use of the Licensed Materials (the "Effective Date"). + +This agreement governs the provision of commercial subscriptions to http4k Pro and Enterprise Editions, including various license and support offerings. Use of http4k Pro and Enterprise Editions is governed by the http4k Commercial License (available at http4k.org/commercial-license). Customers may purchase different subscription types, including: + +- Full support and maintenance packages +- Basic software licensing +- Development and production licenses +- Licenses with varying levels of support and update access + +By purchasing a subscription or using the Licensed Materials, you and/or your organization agree to comply with all terms of the Commercial License. Customer's continued use of the software or any Licensed Materials provided by http4k Ltd or one of its affiliates and/or subsidiaries, as specified on an order form or quote ("http4k") shall also constitute assent to the terms of this agreement. @@ -17,12 +26,36 @@ Notwithstanding anything to the contrary, Customer agrees that http4k and/or its The Software and Other http4k Materials are collectively referred to herein as the “Licensed Materials.” -“Affiliate” means any entity(ies) controlling, controlled by, and/or under common control with a party hereto, where “control” means the ownership of more than 50% of the voting securities in such entity. +## 1. Definitions + +"Affiliate" means any entity(ies) controlling, controlled by, and/or under common control with a party hereto, where "control" means the ownership of more than 50% of the voting securities in such entity. -"User" means each individual end-user (person or machine) of Customer and/or its Affiliates (including, without limitation, employees, agents or consultants thereof) with access to the Licensed Materials hereunder. +"Commercial Terms" means these http4k Commercial Subscription Terms. + +"Customer" means the entity purchasing or using the Licensed Materials. + +"Derivative Works" means any software that incorporates, extends, or modifies the Software. "Host" means each individual machine (real or virtual, including servers, containers, workstations, smartphones, POS, industrial controls, gateways, sensors, IoT endpoints, or any other physical or simulated computing interface or machine) of Customer and/or its Affiliates (including, without limitation, employees, agents or consultants thereof) with access to Licensed Materials hereunder; provided that, for development purposes only, a Host license shall operate as a floating developer license that permits installation of the Licensed Materials on any number of Developer Workstations, provided that the Licensed Materials may only be accessed and used by one unnamed developer at a time per license. +"License Term" means the period of time for which a subscription is valid. + +"Licensed Materials" means the Software and any other materials provided by http4k, including documentation, training materials, and other supporting resources. + +"Proprietary Components" means all portions of the Software not released under Apache 2 license. + +"Software" means the http4k software and associated documentation files. + +"Subscription Tier" means the specific commercial subscription offering as defined in these Commercial Terms. + +"User" means each individual end-user (person or machine) of Customer and/or its Affiliates (including, without limitation, employees, agents or consultants thereof) with access to the Licensed Materials. + +"Pro Edition" means the standard commercial offering of the Software available through http4k.org. + +"Enterprise Edition" means the enhanced offering of the Software that includes Long Term Support and additional support services. + +"Quote" means a written agreement between http4k Ltd and Customer specifying Enterprise Edition terms, support levels, and pricing. + 1.1.1 Customer Modifications. Customer may modify the Licensed Materials only for its own internal business use and subject to the following conditions: * All modifications must comply with the terms of this Agreement * Customer retains ownership of any original modifications they create @@ -30,25 +63,25 @@ The Software and Other http4k Materials are collectively referred to herein as t * Customer agrees that http4k has no support obligations for modified code unless otherwise agreed in the Quote * Customer agrees to indemnify and hold http4k harmless from any claims arising from Customer modifications -1.2 Subject to the terms hereof, http4k will provide support to Customer for the Licensed Materials according to the support level, channels, response times and other terms specified in Customer's commercial agreement with http4k ("Quote"). Notwithstanding anything to the contrary, in the event that Customer does not reasonably comply with written specifications or instructions from http4k's service engineers regarding any support issue or request (including without limitation, failure to make backups of Customer's Licensed Materials) (each, a "Support Issue"), http4k may terminate its support obligations to Customer with respect to such Support Issue upon fifteen (15) days' written notice if Customer does not cure such noncompliance within the notice period. +1.2 Subject to the terms and conditions of this Agreement, support services are provided based on subscription type. Pro Edition subscribers receive standard support services including security patches and updates. Enterprise Edition subscribers receive additional support services including Long Term Support (LTS) and dedicated support channels as specified in their Quote if any such agreement exists). Notwithstanding anything to the contrary, in the event that Customer does not reasonably comply with written specifications or instructions from http4k's service engineers regarding any support issue or request (including without limitation, failure to make backups of Customer's Licensed Materials) (each, a "Support Issue"), http4k may terminate its support obligations to Customer with respect to such Support Issue upon fifteen (15) days' written notice if Customer does not cure such noncompliance within the notice period. -1.2.1 Customer may request support consisting of advice, consultancy and help concerning the use and operation of the Licensed Materials. http4k will provide these support services through channels specified in the Quote. +1.2.1 Customer may request support consisting of advice, consultancy and help concerning the use and operation of the Licensed Materials. http4k will provide these support services through channels specified in the Quote, if any such agreement exists. -1.2.2 Defects will be classified by http4k support staff as follows: -* Critical - Defect critical to Customer's business, requiring a solution as quickly as possible -* Major - Defect affecting a specific area of functionality -* Minor - Defect with negligible, cosmetic effects, which does not affect the usability of the Software significantly +1.2.2 Defects will be classified by http4k support staff, if support services are purchased, as follows: +- Critical - Defect critical to Customer's business, requiring a solution as quickly as possible +- Major - Defect affecting a specific area of functionality +- Minor - Defect with negligible, cosmetic effects -1.2.3 http4k will use reasonable endeavours to remedy Defects by: -* Delivering a new Release; or -* Providing the Customer with a suitable Workaround +1.2.3 If support services are purchased, http4k will use reasonable endeavours to remedy Defects by: +- Delivering a new Release; or +- Providing the Customer with a suitable Workaround 1.2.4 Resolution of defects will be scheduled as follows: * Critical - via priority release as soon as practically possible, typically delivered as a Patch Release * Major - included in next standard release (Major, Minor, or Patch Release) * Minor - included in future Major or Minor Release (unscheduled) -1.2.5 Unless arranged otherwise in the quote, support is provided during UK business working days (Monday to Friday, 9AM-5PM UK time), excluding public holidays. Alternative support hours may be arranged as specified in the Quote. +1.2.5 Unless arranged otherwise in the quote, support is provided during UK business working days (Monday to Friday, 9AM-5PM UK time), excluding public holidays. Alternative support hours may be arranged as specified in the Quote, if applicable. 1.2.6 Investigations into support tickets that are found to be caused by third party software defects or non-observance of operating instructions will be charged at the standard hourly rate specified in the Quote. @@ -67,7 +100,24 @@ The Software and Other http4k Materials are collectively referred to herein as t ## 2. RESTRICTIONS AND RESPONSIBILITIES -2.1 Except as expressly authorized in Sections 1.1 and 1.1.1, Customer will not, and will not permit any third party to: +2.1 This Software is governed by this Commercial License. Usage is permitted under one of the following conditions: + +a) Free Usage: +- Non-Commercial Use: For personal projects, academic research, education, and non-profit organizations +- Startup Commercial Use: For organizations with annual revenue less than USD $1,000,000 gross revenue +- Attribution is required in any resulting work or publication + +b) Pro Edition Commercial Usage: +- Required for commercial use when annual revenue exceeds USD $1,000,000 +- Must maintain a valid Pro Edition subscription +- Organizations exceeding the startup revenue threshold must transition to a Pro Edition subscription within 90 days + +c) Enterprise Edition Usage: +- Includes all Pro Edition rights plus enhanced support options +- Must maintain a valid Enterprise subscription as specified in Quote + +Additionally, except as expressly authorized above, Customer will not, and will not permit any third party to: + (a) use the Licensed Materials for any purpose other than as specifically authorized in Section 1, or in such a manner that would enable any unlicensed person to access the Licensed Materials; (b) copy, adapt, modify, reverse engineer, decompile, reassemble or disassemble the Software in whole or in part except to the extent expressly permitted by applicable law; (c) make available the Software to third parties, unless such third parties are using or operating the Software solely on behalf of the Customer; @@ -102,6 +152,7 @@ The Software and Other http4k Materials are collectively referred to herein as t 4.4 http4k will defend, indemnify and hold Customer harmless from liability and other amounts paid or payable to unaffiliated third parties resulting from (i) the infringement or violation of any intellectual property or proprietary rights by the Licensed Materials or (ii) the violation of applicable law or regulation by http4k in performance of its obligations hereunder, provided http4k is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement thereof. Subject to the foregoing, Customer may participate in the defense and/or settlement of any claim that is indemnifiable by http4k with counsel of its choosing at its own expense. The foregoing obligations do not apply with respect to portions or components of the Licensed Materials (i) not created by http4k, (ii) that are modified after delivery by http4k, (iii) combined with other products, processes or materials where the alleged infringement relates to such combination, (iv) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (v) where Customer’s use of the Licensed Materials is not strictly in accordance with this Agreement and all related documentation. ## 5. PAYMENT OF FEES + 5.1 Unless and until http4k and Customer have executed a quote document specifically referencing this Agreement with respect to amounts due on account of the Licensed Materials (a “Quote”, which is hereby incorporated by reference, if applicable), and unless Customer’s subscription to (and payment with respect to) the Licensed Materials has been made on Customer’s behalf by a reseller, Customer will pay http4k the applicable fees as set forth at https://http4k.org (the “Pricing”) for the Licensed Materials selected and/or used by Customer (the “Fees”) without any right of set-off or deduction. On each anniversary of the Effective Date, http4k will invoice Customer (or its reseller, if applicable) with respect to any and all additional Customer Hosts of the Licensed Materials beyond those for whom Customer has pre-paid, as of such date (and for whom the Fees due pursuant to such invoice will be the then-current per-year Host fee with respect to the year just ended, and the then current per-year Host fee with respect to all subsequent years, unless otherwise agreed in writing by both parties (collectively, a “True-Up”)). For Customers that have pre-paid all Fees for multi-year subscriptions for Licensed Materials pursuant to a Quote, on each anniversary of the Effective Date during the term of this Agreement, (i) a new license key will be provided, and (ii) a True-Up will be conducted. All additional Hosts purchased shall be co-terminated through the end of the original Subscription period. 5.2 All payments will be made in accordance with the payment schedule and the method of payment set forth in the Pricing. If not otherwise specified, (a) http4k will invoice Customer with respect to Fees up-front, for each term of the Customer's subscription (as applicable), and (b) payments will be due within thirty (30) days of Customer's receipt of correct invoice. Except as expressly set forth in this Agreement, all Fees paid and/or due hereunder (including any prepaid amounts) are non-refundable, including without limitation if this Agreement is terminated in accordance with Section 6 below. If Customer terminates this Agreement pursuant to Section 6.2 within 45 calendar days from receipt of the initial invoice for the Licensed Materials, http4k will refund all Fees paid hereunder. @@ -109,7 +160,10 @@ The Software and Other http4k Materials are collectively referred to herein as t 5.3 Any unpaid fees are subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees. Fees under this Agreement are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any. Customer agrees to pay such taxes (excluding US taxes based on http4k's net income) unless Customer has provided http4k with a valid exemption certificate. In the case of any withholding requirements, Customer will pay any required withholding itself and will not reduce the amount paid to http4k on account thereof. ## 6. TERMINATION -6.1 This Agreement shall continue until terminated in accordance with this Section 6. Either party may terminate this Agreement upon 15 days’ written notice to the other party hereto in the event that Customer has no then-current subscription and license key with respect to the Licensed Materials. + +6.1 This Agreement shall continue until terminated in accordance with this Section 6. +- For subscribers with a Quote, either party may terminate this Agreement upon 15 days' written notice in the event that Customer has no then-current subscription. +- For Pro edition subscribers, continuation is subject to active renewal through ongoing subscription or purchase. 6.2 Customer may terminate this Agreement at any time upon written notice to http4k. Either party may terminate this Agreement immediately upon 15 days’ written notice to the other party in the event of any material breach of this Agreement (including without limitation, any breach of Section 2.2 and/or failure to pay any amounts when due hereunder) by such party where such material breach is not cured during such notice period. @@ -117,23 +171,28 @@ The Software and Other http4k Materials are collectively referred to herein as t 6.4 Customer’s rights to the Licensed Materials, and any licenses granted hereunder, shall terminate upon any termination of this Agreement. In the event that Customer terminates this Agreement pursuant to the second sentence of Section 6.2 above, http4k will refund to Customer a pro-rated portion of pre-paid Fees for Services not actually received by Customer as of the date of such termination. The following Sections will survive any termination of this Agreement: 2 through 6 (except for Section 4.3), and 8 through 11. + +### 7. WARRANTY; CUSTOMER SOFTWARE SECURITY +http4k represents and warrants that (i) it has all rights and licenses necessary for it to perform its obligations hereunder, consistent with the Warranty provisions in the http4k Commercial License, and (ii) it will not knowingly include, in any http4k software released to the public and provided to Customer hereunder, any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data. This warranty applies only to unmodified Licensed Materials as provided by http4k and expressly excludes any Customer modifications made under Section 1.1.1. If, at any time, http4k fails to comply with the warranty in this Section, Customer may promptly notify http4k in writing of any such noncompliance. http4k will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting them is not established during such period, Customer may terminate this Agreement as its sole and exclusive remedy for such noncompliance. + ### 7. WARRANTY; CUSTOMER SOFTWARE SECURITY - http4k represents and warrants that (i) it has all rights and licenses necessary for it to perform its obligations hereunder, and (ii) it will not knowingly include, in any http4k software released to the public and provided to Customer hereunder, any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data. This warranty applies only to unmodified Licensed Materials as provided by http4k and expressly excludes any Customer modifications made under Section 1.1.1. If, at any time, http4k fails to comply with the warranty in this Section, Customer may promptly notify http4k in writing of any such noncompliance. http4k will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting them is not established during such period, Customer may terminate this Agreement as its sole and exclusive remedy for such noncompliance. +http4k represents and warrants that (i) it has all rights and licenses necessary for it to perform its obligations hereunder, and (ii) it will not knowingly include, in any http4k software released to the public and provided to Customer hereunder, any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data. This warranty applies only to unmodified Licensed Materials as provided by http4k and expressly excludes any Customer modifications made under Section 1.1.1. If, at any time, http4k fails to comply with the warranty in this Section, Customer may promptly notify http4k in writing of any such noncompliance. http4k will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting them is not established during such period, Customer may terminate this Agreement as its sole and exclusive remedy for such noncompliance. ### 8. WARRANTY DISCLAIMER - EXCEPT AS EXPRESSLY STATED HEREIN, THE LICENSED MATERIALS, SOFTWARE AND HTTP4K PROPRIETARY INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. HTTP4K AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. HTTP4K SPECIFICALLY DISCLAIMS ALL WARRANTIES RELATING TO CUSTOMER MODIFICATIONS MADE UNDER SECTION 1.1.1. +EXCEPT AS EXPRESSLY STATED HEREIN, THE LICENSED MATERIALS, SOFTWARE AND HTTP4K PROPRIETARY INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. HTTP4K AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. HTTP4K SPECIFICALLY DISCLAIMS ALL WARRANTIES RELATING TO CUSTOMER MODIFICATIONS MADE UNDER SECTION 1.1.1. ## 9. LIMITATION OF LIABILITY EXCEPT WITH RESPECT TO BREACH(ES) OF SECTION 1.1 AND/OR 2.1, IN NO EVENT WILL EITHER PARTY OR THEIR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE LICENSED MATERIALS (INCLUDING ANY CUSTOMER MODIFICATIONS MADE UNDER SECTION 1.1.1) OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, ANY DELAY OR INABILITY TO USE THE LICENSED MATERIALS OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. EXCEPT WITH RESPECT TO BREACH(ES) OF SECTION 1.1 AND/OR 2.1, THE TOTAL LIABILITY OF EACH PARTY AND ITS LICENSORS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF (i) ONE THOUSAND DOLLARS ($1,000), OR (ii) THE FEES PAID TO HTTP4K HEREUNDER IN ONE YEAR PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. HTTP4K SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS ARISING FROM OR RELATED TO CUSTOMER MODIFICATIONS MADE UNDER SECTION 1.1.1. ## 10. U.S. GOVERNMENT MATTERS Notwithstanding anything else, Customer may not provide to any person or export or re-export or allow the export or re-export of the Licensed Materials or any software or anything related thereto or any direct product thereof (collectively “Controlled Subject Matter”), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing Customer acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Use of the Licensed Materials is representation and warranty that neither the User nor Host is located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations. As defined in FAR section 2.101, any software and documentation provided by http4k are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. +These export compliance provisions are consistent with the Export Compliance section in the http4k Commercial License. ## 11. MISCELLANEOUS -If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by either party without the other party’s prior written consent, not to be unreasonably withheld or delayed; provided that either party may transfer and/or assign this Agreement to a successor in the event of a sale of all or substantially all of its business or assets to which this Agreement relates. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed or otherwise agreed to by each party, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. http4k will not be liable for any loss resulting from a cause over which it does not have direct control. This Agreement will be governed by the laws of the State of California, U.S.A. without regard to its conflict of laws provisions. The federal and state courts sitting in San Francisco County, California, U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement. +If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by either party without the other party’s prior written consent, not to be unreasonably withheld or delayed; provided that either party may transfer and/or assign this Agreement to a successor in the event of a sale of all or substantially all of its business or assets to which this Agreement relates. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed or otherwise agreed to by each party, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. http4k will not be liable for any loss resulting from a cause over which it does not have direct control. This Agreement will be governed by the laws of the State of California, U.S.A. without regard to its conflict of laws provisions. The federal and state courts sitting in San Francisco County, California, U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement. This section is consistent with the Miscellaneous provisions in the http4k Commercial License. ## 12. DATA PRIVACY -Customer shall ensure that any and all information or data, including without limitation, personal data, used by Customer in connection with the Agreement (“Customer Data”) is collected, processed, transferred and used in full compliance with Applicable Data Protection Laws (as defined below) and that it has all obtained all necessary authorizations and consents from any data subjects to process Customer Data. Customer shall adopt and maintain appropriate organizational, technical and security measures prior to any such collection, processing or transfer in order to protect against unauthorized access to or use of Customer Data. Customer shall immediately inform http4k upon becoming aware of any breach within the meaning of Applicable Data Protection Law relating to Customer Data (a “Security Incident”) and to cooperate with http4k in any investigation thereof and in the implementation of any measures reasonably required to be taken in response thereto. If required by Applicable Data Protection Laws, the parties will enter into standard contractual clauses under GDPR (as defined below) for the transfer of any Customer Data outside of the European Union. For purposes hereof: (a) “Applicable Data Protection Laws” means any applicable laws, statutes or regulations as may be amended, extended or re-enacted from time to time which relate to personal data including without limitation (i) prior to 25 May 2018, the EU Data Protection Directive 95/46/EC as transposed into EU Member State law; (ii) from and after 25 May 2018, GDPR and any EU Member State laws implementing the GDPR; and (iii) the e-Privacy Directive 2002/58/EC, as amended and as transposed into EU Member State law and any legislation replacing the e-Privacy Directive and (b) “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Counsel of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, +Customer shall ensure that any and all information or data, including without limitation, personal data, used by Customer in connection with the Agreement (“Customer Data”) is collected, processed, transferred and used in full compliance with Applicable Data Protection Laws (as defined below) and that it has all obtained all necessary authorizations and consents from any data subjects to process Customer Data. Customer shall adopt and maintain appropriate organizational, technical and security measures prior to any such collection, processing or transfer in order to protect against unauthorized access to or use of Customer Data. Customer shall immediately inform http4k upon becoming aware of any breach within the meaning of Applicable Data Protection Law relating to Customer Data (a “Security Incident”) and to cooperate with http4k in any investigation thereof and in the implementation of any measures reasonably required to be taken in response thereto. If required by Applicable Data Protection Laws, the parties will enter into standard contractual clauses under GDPR (as defined below) for the transfer of any Customer Data outside of the European Union. For purposes hereof: (a) “Applicable Data Protection Laws” means any applicable laws, statutes or regulations as may be amended, extended or re-enacted from time to time which relate to personal data including without limitation (i) prior to 25 May 2018, the EU Data Protection Directive 95/46/EC as transposed into EU Member State law; (ii) from and after 25 May 2018, GDPR and any EU Member State laws implementing the GDPR; and (iii) the e-Privacy Directive 2002/58/EC, as amended and as transposed into EU Member State law and any legislation replacing the e-Privacy Directive and (b) “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Counsel of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data. These data privacy provisions are consistent with the data protection requirements in the http4k Commercial License and applicable laws. 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