Appmixer End User License Agreement (EULA)

For Self-Hosted Appmixer Edition

Version 1.0 · 16 November 2026

1. Nature and Scope of the EULA

1.1 This Appmixer End User License Agreement (“EULA”) applies to the agreement entered into between the Customer (as defined below) and the Provider (as defined below) (the “Agreement”), and sets out the terms and conditions under which the Provider will grant the Customer a license to download, install, operate, and use the Software (as defined below).

1.2 The Customer’s and Provider’s acceptance of the Order (as defined below) shall constitute a binding Agreement between the Customer and the Provider.

1.3 This EULA, the Schedules hereto and any other documents, provisions and policies referred to in this EULA form an integral part of the Agreement.

2. Scope of the Agreement

2.1 The Provider undertakes, under the conditions specified in this EULA and for the duration of the Term (as defined below) to, in particular:

  • 2.1.1 grant the Customer a license to use the Software in accordance with Section 5 (License Grant);
  • 2.1.2 deliver the Software to the Customer by providing access to the relevant installation packages or other files;
  • 2.1.3 provide the Customer with Support and Maintenance Services (as defined below).

2.2 The Customer undertakes in particular to:

  • 2.2.1 install, operate and use the Software strictly in compliance with this Agreement, the Order and the Documentation (as defined below);
  • 2.2.2 ensure a suitable hosting environment and infrastructure for the operation of the Software;
  • 2.2.3 pay the License Fee (as defined below) to the Provider.

3. Definitions

3.1 “Appmixer” shall mean a software and technology for building automation workflows and integrations.

3.2 “Authorised User” means any Customer’s employee, subcontractor or other person designated by Customer who has been granted access to and the right to use the admin interface or management tools of the Software.

3.3 “Customer” means the entity identified as a customer in the Order.

3.4 “Customer Application” means the software application or SaaS product developed and operated by Customer into which the Software is integrated (utilizing Redistributables and Integration Components) to provide automation functionality to End Users.

3.5 “Data Message” means an individual unit of information or a data packet transmitted between two components (such as connector triggers, actions or utilities) during the execution of a workflow within the Software or Customer Application. Each such individual transmission constitutes one Data Message for the purpose of verifying compliance with the usage limits specified in the Order.

3.6 “Documentation” means user guides, online help, release notes, training materials, Sample Code, and any other documentation related to the use or operation of the Software.

3.7 “Effective Date” means the date on which the Order was accepted by both Parties.

3.8 “End User” means Customer’s customer or authorised user who accesses integration or automation functionality within the Customer Application.

3.9 “Order” means the completed order form for provision of the License and/or Support and Maintenance Services (as the case may be) accepted by both Parties.

3.10 “Party” shall mean the Customer or the Provider respectively.

3.11 “Provider” means Appmixer s.r.o., with its registered seat: Pernerova 697/35, Karlín, 186 00 Praha 8, Czech Republic, company ID: 23916664, or (as the case may be) other entity identified as the Provider in the Order.

3.12 “Redistributables” means (a) the object code form of portions of the Software, which portions are described as such in the Documentation and are usually provided as obfuscated JavaScript files, and (b) also the source code or object code form of the Sample Code as originally supplied to, or as modified by, the Customer. For the avoidance of doubt, obfuscated JavaScript files are considered to be object code and not source code.

3.13 “Services” means collectively Support and Maintenance Services and any other services provided by the Provider to the Customer.

3.14 “Sample Code” means the source code examples, snippets, and demonstration projects provided by the Provider in the Documentation or via the Software, intended to illustrate the use or integration of the Software and meant to be copied or modified by the Customer for use within the Customer Application.

3.15 “Software” means the Appmixer integration and workflow automation platform, including all Redistributables, provided by the Provider for installation and operation on the Customer’s infrastructure.

3.16 “License” means authorisation to install, operate and use the Software as set forth in Section 5 (License Grant).

3.17 “License Fee” means a fixed fee specified in the Order that the Customer shall pay to the Provider for the grant of the License for the License Term. The License Fee is inclusive of the agreed volume of Data Messages and does not include any variable or usage-based components unless explicitly stated otherwise in the Order or the Price List.

3.18 “License Term” means the period during which Customer is authorised to use the Software under this Agreement, as specified in the applicable Order, including any renewal periods (if any).

3.19 “Price List” means the list of generally applicable License Fee(s) made available on the Provider’s website or otherwise made available to the public, which can be amended by the Provider from time to time.

3.20 “Support and Maintenance Services” means the support and maintenance services provided by the Provider to Customer as outlined in separate Support and Maintenance Services Terms (“SMA”).

3.21 “Update” means any bug fix, correction, patch, workaround, enhancement, release, version, or other update of the Software (i) provided by the Provider to the Customer or (ii) otherwise released by the Provider to general public, after the Effective Date.

3.22 “User” means collectively the Virtual User and the Authorised User.

3.23 “Virtual User” means a unique account or digital identity created by the Customer within the Software (typically via API) that represents an End User or an internal team member. A Virtual User profile serves to isolate and manage that specific individual’s third-party credentials, configuration settings, and automated workflows within the Customer Application.

4. Rules of Interpretation

4.1 Gender and Number: References to any gender include all genders, and references to the singular include the plural and vice versa.

4.2 Inclusive Language: Any phrase introduced by the terms “including”, “include”, “in particular”, “for example”, or any similar expression shall be construed as illustrative and shall not limit the generality of the preceding words.

4.3 Legislative References: Except where expressly stated otherwise, references to any law, regulation, statute, code, or other legislative or regulatory enactment shall be deemed to include any amendments, modifications, re-enactments, or extensions thereof, as well as any subordinate legislation made thereunder, whether enacted before or after the date of this Agreement.

4.4 Headings: Headings are inserted for convenience only and shall not affect the interpretation or construction of this Agreement.

4.5 Days, Business Days, Months, Years and Time Calculation:

  • 4.5.1 References to “days” shall mean calendar days, unless specifically stated as “business days”, in which case business days refer to days on which banks are generally open for business in the Czech Republic. In such case, if the time for performing an obligation falls on a non-business day, the time for performance shall be extended to the next business day.
  • 4.5.2 Unless specifically stated as “calendar month”, any reference to “month” shall mean the period starting on the day of the month the License Term commences (the “anniversary date”) and ending on the day immediately preceding the same date in the following calendar month. If an anniversary date does not exist in a given month (e.g., the 31st), the month shall end on the last day of that calendar month.
  • 4.5.3 References to “calendar month” shall mean January, February, etc.
  • 4.5.4 The rules of interpretation applicable to the terms “year” and “calendar year” shall apply accordingly.

4.6 Precedence of EULA: In the event of any conflict or inconsistency between the Order, provisions of the main body of this EULA and those contained in any Schedule or referenced document, the precedence of the documents shall be:

  • 4.6.1 The Order;
  • 4.6.2 Body of this EULA;
  • 4.6.3 Schedules to this EULA;
  • 4.6.4 Any referenced document.

4.7 References to Parties: References to a Party include that Party’s permitted assigns, successors, and authorised representatives.

5. License Grant

5.1 Acceptance of Terms. By installing, copying, or otherwise using the Software, the Customer agrees to be bound by the terms and conditions of this EULA and the Agreement. If the Customer does not agree to these terms, the Customer is not authorised to use the Software.

5.2 Grant of License. Subject to the terms and conditions of this Agreement and conditional upon the full payment of the applicable License Fee, the Provider hereby grants to the Customer, for the duration of the License Term, a non-exclusive, non-transferable, non-sublicensable (except as expressly permitted herein) license to:

  • 5.2.1 download, install and operate the Software on the Customer’s own infrastructure (Self-Hosted);
  • 5.2.2 integrate the Software (including Redistributables) into the Customer Application; and
  • 5.2.3 use the Software and Documentation solely for the Customer’s internal business purposes and for providing automation functionality to End Users through the Customer Application.

5.3 Scope of Use and Installation.

  • 5.3.1 The Software may be installed on any number of computers or servers operated by the Customer, provided that the use is strictly for the purposes of designing, developing, testing, and operating the Customer Application.
  • 5.3.2 The Customer is also entitled to place the Software on storage devices for the purposes of version control, automated building, archiving, and backup.

5.4 Users. Unless otherwise explicitly stated in the Order, the License is granted for an unlimited number of Users (both Authorised Users and Virtual Users). The Customer is entitled to create and manage as many User profiles as required by the Customer Application.

5.5 Usage Limits (Data Messages). The License is limited by the maximum volume of Data Messages agreed in the Order. The Customer acknowledges that the License Fee is a fixed amount based on this agreed volume.

5.6 Usage Verification. The Customer acknowledges that the Software may contain technical measures (telemetry) to verify compliance with the agreed volume of Data Messages or any other usage limits. The Customer agrees not to disable, circumvent, or otherwise interfere with such measures. If the Customer’s usage consistently exceeds the agreed volume, the Provider and the Customer shall negotiate in good faith an amendment to the Order to reflect the increased usage for the remainder of the License Term or for any renewal period.

5.7 Redistributables and Sample Code.

  • 5.7.1 The Customer may modify the Sample Code and include both Sample Code and Redistributables (in object code form) within the Customer Application.
  • 5.7.2 The Customer may distribute Redistributables only as part of the Customer Application provided to End Users, and only under terms that are at least as protective of the Provider’s intellectual property rights as this Agreement.

5.8 Restrictions. Except as expressly permitted in this Agreement or by applicable law, the Customer shall not:

  • 5.8.1 reverse engineer, decompile, or disassemble the Software;
  • 5.8.2 rent, lease, or lend the Software to any third party;
  • 5.8.3 create other software derived from the Software;
  • 5.8.4 use the Software to provide services that compete directly with the Software itself (i.e., offering a standalone “Integration-Platform-as-a-Service”);
  • 5.8.5 remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Software or in the Documentation; and
  • 5.8.6 use the Software in any way that is unlawful, illegal, fraudulent or harmful.

5.9 Effectiveness of License. The License granted hereunder is valid and effective only once the License Fee is paid in full to the Provider in accordance with the Order and this EULA.

5.10 Termination of License Rights. In case of any breach of the terms and conditions of this EULA and the License by the Customer, the Provider shall have the right to terminate this EULA and this Agreement for the Customer’s breach.

6. Delivery and Use of Software

6.1 Means of Delivery. The Provider shall make the Software, Redistributables, and Sample Code available via secure download, container image registries, package managers (e.g., NPM), GitHub repositories, or other methods at the Provider’s discretion.

6.2 Obligation to Install Updates. The Provider may from time to time release Updates to the Software. The installation of non-critical Updates is highly recommended to ensure optimal performance and feature compatibility. However, the Customer is only contractually obliged to download and install Crucial Updates in accordance with Section 6.3 below.

6.3 Critical Updates. If the Provider identifies an Update as “Crucial” (including, but not limited to, updates related to critical security vulnerabilities, severe stability patches, or breaking core API changes), the Customer must install such Crucial Update without undue delay. The Provider shall not be liable for any security breaches, data loss, compliance failures, or system malfunctions resulting from the Customer’s failure to install a designated Crucial Update.

6.4 Version Support. The Provider’s obligation to provide Support and Maintenance Services, as well as any warranties provided by the Provider under this Agreement, shall be strictly limited to the supported versions of the Software as defined in the Support and Maintenance Terms incorporated herein by reference. The Provider is under no obligation to provide support, bug fixes, or maintenance for any legacy versions that fall outside of the support window specified in said Support and Maintenance Terms, or where the Customer has failed to comply with its obligation to install Crucial Updates under Section 6.3.

6.5 Responsibility for Integration. The Customer is solely responsible for the successful integration and operation of the Software and Redistributables within the Customer Application. The Customer must integrate the latest stable versions and all Updates within a reasonable timeframe, especially for security or compatibility reasons.

6.6 Source Code Protection. The Customer generally does not have the right to obtain, use, analyse, or modify the source code of the Software. Notwithstanding the foregoing, if the Provider provides any portion of the source code (e.g., within Redistributables or Sample Code) to the Customer, then:

  • 6.6.1 Authorised Use: Customer may use and modify the source code solely for its internal development purposes and for the purpose of integrating the Software into the Customer Application.
  • 6.6.2 Non-Compete: Customer is strictly prohibited from using the source code (or any knowledge gained from it) to create or develop any product or service that competes with the Software.
  • 6.6.3 Confidentiality: The source code shall be treated as strictly Confidential Information and may only be disclosed to Authorised Users on a “need-to-know” basis.

6.7 Modifications. Any modifications to the source code are made at the Customer’s own risk. While the Customer may own the specific modifications, the underlying rights to the original source code remain with the Provider.

7. Infrastructure, Maintenance and Security

7.1 Customer Infrastructure. The Customer is solely responsible for providing, maintaining, and securing the infrastructure (servers, cloud environments, operating systems, and network connectivity) required for the installation and operation of the Software. The Provider does not guarantee the performance of the Software if the Customer’s infrastructure does not meet the minimum requirements specified in the Documentation or elsewhere.

7.2 Maintenance of Infrastructure. The Provider does not manage the Customer’s environment. The Customer is responsible for: (a) performing regular backups of the Software data and configuration; (b) maintaining adequate hardware resources to ensure the stability of the Software; (c) managing database maintenance and performance tuning.

7.3 Security of Installation. The Customer is responsible for implementing and maintaining industry-standard security measures to protect the Software and the data processed within it. The Provider shall not be liable for any security breaches, data leaks, or unauthorised access resulting from the Customer’s infrastructure vulnerabilities, misconfigurations, or failure to follow security guidelines in the Documentation or elsewhere.

7.4 Remote Access. If the Customer requests technical support that requires remote access to the Customer’s infrastructure, such access shall be granted at the Customer’s sole discretion and risk.

8. Documentation

8.1 During the License Term, the Customer will have access to the Documentation made available to the public online, currently at docs.appmixer.com (which can be amended from time to time). The Provider reserves the right, at its sole discretion, to add, change, or otherwise modify the Documentation from time to time to reflect ongoing development or changes to the Software. The Provider will not provide the Customer with any Documentation (whether in written or electronic form) other than as set out in this Section.

9. Support and Maintenance Services

9.1 During the License Term, the Provider shall provide to the Customer Support and Maintenance Services as set forth in separate Support and Maintenance Services Terms.

9.2 The License Fee includes access to the basic (Standard) level of Support and Maintenance Services only. Acquisition of higher support tiers (including, but not limited to, Premium or Platinum support packages, enhanced response-time SLAs, or dedicated technical account management) shall be strictly subject to additional support and maintenance fees. Such premium tiers must be explicitly agreed upon between the Parties and compensated in accordance with the Support and Maintenance Terms (SMA), the Provider’s current Price List, or the specific line items set forth in the Order.

10. License Fee and Payment

10.1 License Fee. The Customer shall pay the Provider the fixed License Fee in the amount and for the License Term specified in the Order.

10.2 Multi-year Commitment and Discounts.

  • 10.2.1 Discounts: If the Customer commits to a multi-year License Term, it may be eligible for a discount on the annual License Fee. The availability, percentages, and terms of any such discount shall be set forth in the Provider’s current Price List or explicitly specified in the applicable Order. If no discount is specified, the standard baseline rates per the Price List shall apply.
  • 10.2.2 Payment Schedule: The specific payment schedule (e.g., total upfront payment or annual instalments) and the exact amounts for each year of the multi-year commitment shall be explicitly set forth in the Order.
  • 10.2.3 Binding Commitment: The Customer explicitly acknowledges and agrees that a multi-year commitment is strictly binding for the entire duration of the agreed multi-year License Term. In exchange for any commercial discounts or price-locks granted by the Provider, the Customer explicitly waives any right to terminate the Agreement or the applicable Order for convenience before the expiration of such multi-year License Term.

10.3 Automatic Charging. The Customer authorises the Provider to automatically charge the License Fee (or its respective instalment) using the payment method provided by the Customer. The charge will be processed on or after the date of the relevant invoice. All payments shall be made in the currency set forth in the Order (typically USD or EUR).

10.4 Invoicing and Fallback Payment.

  • 10.4.1 Invoices: The Provider shall issue an invoice for the License Fee (or the first instalment thereof) in accordance with the Order. The Provider shall issue invoices electronically.
  • 10.4.2 Fallback Payment: In the event that the automatic charge is unsuccessful or if no automatic payment method is established, the invoice shall be payable by the Customer within fourteen (14) days from the date of issuance.

10.5 Inflation Adjustment. Unless specifically agreed in the Order otherwise, upon the automatic renewal of the initial License Term (or any subsequent renewal term), the Provider reserves the right to increase the License Fee for the upcoming renewal period.

  • 10.5.1 Inflation Rate: The increase shall be calculated based on the Inflation Index Europe (as published by the European Central Bank) for the preceding calendar year.
  • 10.5.2 Cap: The annual indexation of the total yearly License Fee under this Section shall be capped at a maximum of 5% per year.

10.6 No Refund. Except as expressly provided otherwise, all License Fees are non-refundable.

10.7 VAT: All License Fees are exclusive of VAT or applicable taxes.

11. Warranties and Limitations

11.1 Provider’s Software Warranty. The Provider warrants that the Software will perform substantially in accordance with the Documentation. The Provider’s sole obligation under this warranty shall be to use reasonable efforts to correct documented Software errors through Updates, unless specifically agreed otherwise in the Support and Maintenance Services Terms.

11.2 IP Rights Warranty. The Provider warrants that the Software does not infringe any patent, copyright, or trade secret of any third party. The Provider represents that it is not aware of any facts upon which a claim for such infringement could be based.

11.3 Malicious Code. The Provider warrants that the Software and Redistributables, as provided, do not contain any malicious code inserted to affect the functioning of the Software or any computer on which the Software runs.

11.4 Customer Expertise and Security. The Customer acknowledges that any developer or Authorised User using the Software must have a broad understanding of security issues relating to web applications and must take all reasonable steps at a system level to mitigate those risks. The Provider is not responsible for security vulnerabilities introduced by the Customer’s lack of technical expertise or failure to implement industry-standard security practices.

11.5 Customer Responsibility for Workflow. Customer acknowledges that workflows are configured by Customer or End Users and executed automatically. Provider shall not be liable for any consequences arising from workflow configuration, including erroneous, unintended, or automated actions.

11.6 Disclaimer of Warranties. To the maximum extent permitted by applicable law, the Provider and its suppliers disclaim all other warranties and conditions, either expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, with regard to the Software and the provision of or failure to provide Support and Maintenance Services.

11.7 Data and Infrastructure. As the Software is hosted by the Customer, the Customer has exclusive control over the data and environment. The Provider shall have no liability for data loss or security breaches resulting from infrastructure vulnerabilities, Customer’s configuration errors, or third-party components.

11.8 Exclusive Remedy. For any breach of warranty, the Customer’s exclusive remedy shall be (i) the repair of the Software via an Update, or (ii) if repair is not commercially reasonable, the termination of the Agreement and a pro-rata refund of the pre-paid License Fee for the unused portion of the License Term.

12. Intellectual Property Rights

12.1 Provider’s Rights. The Provider shall own all right, title, and interest in and to the Software (including Redistributables), Documentation, and any Updates, including all modifications, improvements, and derivative works thereto. For the avoidance of doubt, the Provider’s ownership includes the underlying code of any Redistributables, even if modified by the Customer as permitted herein.

12.2 White-Labeling. The Customer’s use of its own branding within the Customer Application (White-Labeling) shall not create any ownership interest for the Customer in the underlying Software or technology provided by the Provider.

12.3 Customer’s Rights. The Customer shall own all right, title, and interest in and to the Customer Application, excluding any underlying Software or components owned by the Provider.

12.4 Custom Components and Workflows.

  • 12.4.1 Workflows: Any automation workflows or “flows” created by the Customer using the Software are the property of the Customer. The Customer’s right to execute these workflows is strictly dependent on a valid and paid-up License.
  • 12.4.2 Custom Connectors: If the Customer develops a custom connector using the Software’s SDK/CLI:
    • (a) the Customer owns the specific logic and code of that connector;
    • (b) the Provider retains ownership of the underlying SDK, APIs, and features used to build it.
  • 12.4.3 License to Provider: The Customer grants the Provider a non-exclusive, royalty-free, worldwide license to access and use the Customer’s workflows and custom connectors solely as necessary to provide Support and Maintenance Services or to verify compliance with this EULA.

12.5 Exchange Program (Public Contributions). If the Customer elects to submit or publish a workflow, connector, or any other component to the Provider’s public library or marketplace (the “Exchange Program”), the following terms apply:

  • 12.5.1 License Grant: The Customer grants the Provider a perpetual, irrevocable, worldwide, royalty-free, and sub-licensable license to use, reproduce, modify, and distribute such components to any third-party users of the Provider’s technology.
  • 12.5.2 Customer Warranty: The Customer warrants that it owns all necessary rights to contribute the component and that such contribution does not infringe any third-party rights.
  • 12.5.3 No Obligation to Maintain: The Provider acts as a mere host for the Exchange Program. The Provider is under no obligation to maintain or support any component contributed by the Customer.
  • 12.5.4 Indemnity: The Customer shall indemnify the Provider against any third-party claims arising from a breach of the warranties set forth in this sub-section.

13. Indemnification

13.1 Indemnification by the Provider. If a third party makes a claim against Customer that the Software infringes any patent, copyright or trademark, or misappropriates any trade secret, or infringes any other intellectual property right, the Provider shall defend the Customer against the claim at Provider’s expense and the Provider shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against the Customer or agreed to in a written settlement agreement signed by both parties, to the extent arising from the claim.

13.2 Exclusions. The Provider shall have no liability for any claim based on:

  • 13.2.1 the Customer Application or any components created or modified by the Customer;
  • 13.2.2 use of the Software other than in accordance with the Documentation, this EULA and the Agreement;
  • 13.2.3 the Customer’s use of a version of the Software that is no longer supported (as per Section 6.4);
  • 13.2.4 an infringement that could have been avoided by the use of a current Update; or
  • 13.2.5 the combination, operation, or use of the Software with hardware, software, or data not provided or authorised by the Provider.

13.3 Additional Remedies. In case of a third party’s claim, the Provider may also, at its sole option and expense:

  • 13.3.1 procure for Customer the right to continue use of the Software;
  • 13.3.2 modify the Software in a manner that does not materially impair the functionality; or
  • 13.3.3 terminate this Agreement and repay to Customer any amount paid by Customer with respect to the License Term following the termination date.

13.4 Indemnification by the Customer. If a third party makes a claim against the Provider that the Customer Application or any components created or modified by the Customer infringe any patent, copyright or trademark, or misappropriates any trade secret, or infringes any other intellectual property right, Customer shall defend the Provider against such claim at Customer’s expense and Customer shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against the Provider or agreed to in a written settlement agreement signed by both parties, to the extent arising from the claim.

13.5 Conditions for Indemnification. A party seeking indemnification under this Section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defense and settlement of the claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim.

14. Limitations of Liability

14.1 Limitations of Liability. To the maximum extent permitted by applicable law, the total aggregate liability of either Party to the other for all claims arising out of or related to this Agreement (whether in contract, tort, or otherwise) shall not exceed the total amount of License Fees paid by the Customer to the Provider during the twelve (12) months immediately preceding the event giving rise to the claim.

14.2 Exclusion of Liability. To the fullest extent permitted by law, neither Party shall be liable to the other for any lost profits, loss of revenue, loss of data, loss of goodwill, business interruption, or for any consequential, incidental, special, punitive, or indirect damages, even if such damages were foreseeable, known, or the Party was advised of the possibility of such damages.

14.3 Exceptions. The foregoing limitations and exclusions of liability shall not apply to:

  • 14.3.1 any damages caused intentionally or due to gross negligence by either party;
  • 14.3.2 the Customer’s breach of the License Grant (Section 5) incl. restrictions set forth in Sections 5.8 and 6.6; and
  • 14.3.3 any obligations (or any breach thereof) under Section 13 (Indemnification).

15. Confidentiality

15.1 Definition of Confidential Information. “Confidential Information” means all non-public information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

  • 15.1.1 Provider Confidential Information includes the Software, Source Code, pricing, and security reports.
  • 15.1.2 Customer Confidential Information includes the Customer Application (non-public parts), Customer data, and the specific logic of Custom Connectors and Workflows.

Notwithstanding the foregoing, Confidential Information shall not include any workflows, connectors, or other components that the Customer voluntarily elects to share or publish via the Exchange Program.

15.2 Protection of Confidential Information. The Receiving Party shall:

  • 15.2.1 use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care);
  • 15.2.2 not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and
  • 15.2.3 limit access to Confidential Information to those of its employees, contractors, and advisors who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

15.3 Exceptions. Confidential Information shall not include any information that:

  • 15.3.1 is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party;
  • 15.3.2 was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;
  • 15.3.3 is received from a third party without breach of any obligation owed to the Disclosing Party;
  • 15.3.4 is expressly designated by the Customer as non-confidential or is voluntarily contributed by the Customer to the Exchange Program or any similar public repository within the Software; or
  • 15.3.5 was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

15.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

15.5 Provider’s PR: Notwithstanding the confidentiality obligations set forth in this Agreement, the Provider shall be entitled to reference the cooperation with the Customer for public relations (PR) and marketing purposes, provided that no confidential terms or content of this Agreement are disclosed. In connection with such references, the Provider may:

  • 15.5.1 use the Customer’s name, the name of the project, the Customer’s logos, and trademarks, solely in a factual and non-disparaging manner; and
  • 15.5.2 provide a basic description of the cooperation under this Agreement in marketing materials, case studies, presentations, or websites.

16. License Term and Termination

16.1 Term of Agreement. The term of the Agreement shall begin on the Effective Date and shall continue until (i) the expiry of the License Term due to its non-renewal or (ii) until terminated by either Party as outlined herein.

16.2 Initial License Term. The initial License Term may typically be agreed for a period of 1, 2, or 3 years and it is stipulated in the Order.

16.3 Renewal. Unless specifically agreed otherwise between the Parties, the License Term shall automatically renew for the same duration as the initial License Term on a rolling basis, unless either Party delivers written notice of non-renewal to the other Party at least 30 calendar days prior to the expiration of the then-current License Term. Any renewal is subject to the Inflation Adjustment as per Section 10.5.

16.4 Termination for Material Breach. Either party may terminate the Agreement immediately upon a material breach by the other party that has not been cured within ten (10) days after receipt of written notice of such breach. For the avoidance of doubt, non-payment of the License Fee or violation of License Grant restrictions (Section 5) shall be considered a material breach.

16.5 Termination due to EULA Update. If the Customer disagrees with an update to this EULA pursuant to Section 19.1, it may terminate the Agreement by giving notice to the Provider at any time prior to the effective date of such updated EULA. In such case, the Agreement shall terminate on the date the updated EULA would have become effective.

16.6 Effect of Termination or Expiry.

  • 16.6.1 Upon the expiration of the License Term or any termination of the Agreement, the Provider shall immediately cease providing all Support and Maintenance Services, all software licenses granted under this EULA shall immediately terminate, and the Customer’s right to use the Software shall cease in accordance with the following terms:
    • (a) Immediate Cessation of Development. The Customer shall immediately cease (i) any further development, compilation, or modification of the Customer Application utilizing the Software, and (ii) onboarding, provisioning, or selling access to the integrated functionality of the Customer Application to any new End Users.
    • (b) Conditional Transition Period. Except in the case of termination by the Provider for the Customer’s material breach (including, but not limited to, non-payment or intellectual property violations), the Customer shall be granted a limited, non-extendable transition period of thirty (30) calendar days from the effective date of termination or expiry (the “Transition Period”) to migrate its End Users away from the Software.
    • (c) Transition Period Scope and Restrictions. During the Transition Period, the Software license remains active on a restricted basis solely to maintain operational continuity for existing End User workflows while migration occurs. The Customer is strictly prohibited from creating new integrations, deploying new workflows, or expanding usage during this timeframe.
    • (d) No Right to Post-Termination Use. Upon the expiration of the 30-day Transition Period, or immediately upon termination if no Transition Period is granted, the Customer’s right to execute or run the Software in any capacity expires completely. The Customer shall immediately and permanently delete, uninstall, and remove all copies of the Software (including all object code, binaries, components, and Redistributables) from its infrastructure, servers, and backup repositories.
    • (e) Breach by Customer: The right to “legacy use” under points (b) and (c) above shall not apply if the Agreement is terminated by the Provider due to a material breach by the Customer. In such case, all use of the Software must cease immediately and completely.
  • 16.6.2 If the Provider terminates the Agreement due to a breach by the Customer, the Customer shall pay the full License Fee for the remainder of the current License Term (including the full multi-year commitment if applicable).
  • 16.6.3 If the Customer terminates the Agreement due to a material breach by the Provider, the Provider shall refund the Customer a pro-rated portion of the pre-paid License Fee for the unused part of the License Term.

16.7 Surviving Provisions. Termination or expiration shall not affect claims for damages, late payment interest, confidentiality obligations, or provisions which by their nature are intended to survive (including Sections 12, 13, 14, 15, and 18).

17. Assignment

17.1 Customer’s Assignment. The Customer may not assign this Agreement, in whole or in part, without the prior written consent of the Provider. Notwithstanding the foregoing, the Customer may assign this Agreement without consent to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that:

  • 17.1.1 the successor agrees in writing to be bound by all terms of this Agreement; and
  • 17.1.2 the Customer provides the Provider with written notice within thirty (30) days of the assignment.

17.2 Provider’s Assignment. The Provider may freely assign this Agreement or any of its rights and obligations hereunder to any third party.

17.3 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

18. Governing Law and Venue of Dispute Resolution

18.1 Governing Law: This EULA and the Agreement shall be governed by the laws of the Czech Republic, excluding its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

18.2 Jurisdiction: The Parties hereby submit to the exclusive jurisdiction of the Czech courts and the Municipal Court of Prague (Městský soud v Praze) shall have the jurisdiction to hear all disputes arising therefrom.

19. Final Provisions

19.1 Modifications. The Provider reserves the right to revise or modify this EULA. In such instances, the Provider will provide notice to the Customer regarding the availability of new versions of the EULA at least 30 days prior to their effective date. It is the Customer’s responsibility to review and become familiar with this updated EULA. Once timely notified, the new versions of the EULA will become binding and effective for the Customer on its effective date. Provided that the Customer disagrees with the updated EULA, it shall have the right to terminate the Agreement pursuant to Section 16.5.

19.2 No Prevailing Customer’s Terms. No Customer’s terms and conditions shall apply to the mutual relationship between Customer and the Provider under this Agreement.

19.3 Provider’s General Terms. The following Provider’s general terms and conditions shall apply to the mutual relationship between Customer and the Provider under this Agreement:

  • 19.3.1 Support and Maintenance Services Terms. Available at the internet address (URL): [_________________]

19.4 No Custom Usage. The Parties do not wish that any rights and obligations be inferred beyond the scope of the explicit provisions of this EULA from any customs used in general or in the sector relating to the subject thereof, unless this EULA explicitly stipulates otherwise.

19.5 Set-off. Set-off of claims arising from this EULA and the Agreement shall not be permitted unless agreed in writing.

19.6 Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures and extraordinary, unforeseeable and insurmountable obstacles arising independently of the party’s will. In the event of any such cause, the affected Party’s time for delivery or other performance will be extended for a period equal to the duration of the delay caused thereby plus 5 (in words: five) business days.

19.7 Entire Agreement and Applicable Documents. This EULA (along with all Schedules hereto and any other documents, provisions, and policies referenced herein) constitutes the entire agreement between the parties regarding its subject matter and supersedes any prior agreements, understandings, or arrangements, whether oral or written. The Customer represents that it has had the opportunity to consult with its legal counsel regarding this EULA and shall not consider itself to be the weaker party.

19.8 Effectiveness of the EULA and the Agreement. This EULA and the Agreement become binding and effective to the Parties on the Effective Date.

19.9 Severability. If any provision of this EULA or the Agreement is held to be invalid or unenforceable, that provision shall be reformed to achieve as nearly as possible the same effect as the original one, and the remainder of this EULA and the Agreement shall remain in full force.