IMPORTANT! READ CAREFULLY: THIS IS A LEGAL AGREEMENT. BY DOWNLOADING,
INSTALLING, COPYING, SAVING ON YOUR COMPUTER, OR OTHERWISE USING VOLOSOFT
SOFTWARE, SERVICES OR PRODUCTS, LICENSEE IS BECOMING A PARTY TO THIS
AGREEMENT AND LICENSEE IS CONSENTING TO BE BOUND BY ALL THE TERMS AND
CONDITIONS SET FORTH BELOW.
NOTE: This License Agreement forms a legally binding contract between you
and Volosoft in relation to your use of the ABP.
1. DEFINITIONS
“Volosoft” or “We”
means Volosoft having its principal place of business at İstanbul Atatürk
Havalimanı Serbest Bölgesi, Yeşilköy Serbest Bölge Mahallesi, E-Blok Sokak,
E1 Blok No:2, PK 34149 Bakırköy, Istanbul, Turkey registered with Istanbul
Commercial Register.
“Authorized Users” means employees or contractors of Customer who are
authorized to use the Volosoft Service, solely for Customer’s internal
business purposes, subject to applicable Usage Parameters and otherwise in
compliance with this Agreement.
“Documentation” means the operating instructions, user manuals, product specifications,
“read-me” files, and other documentation that Volosoft makes available to
Customer in hard copy or electronic form for the Volosoft Service, and any
modified, updated, or enhanced versions of such documentation.
“Intellectual Property Rights” means patents and patent applications, inventions (whether or not
patentable), trademarks, service marks, trade dress, copyrights, trade
secrets, know-how, data rights, specifications, mask-work rights, moral
rights, author’s rights, and other intellectual property rights, as may
exist now or hereafter come into existence, and all derivatives, renewals
and extensions thereof, regardless of whether any of such rights arise
under the laws of Turkey or of any other state, country or jurisdiction.
“Volosoft Service” means Volosoft’s proprietary web application framework made available to
Customer.
“Subscription” means a subscription purchased by Customer to access and use the Volosoft
Service and receive Support during the applicable Subscription Term.
“Subscription Fees” has the meaning given to such term in Section 3.1.
“Subscription Term” means the subscription term for Customer’s access and use of the Volosoft
Service set forth on the 4.1
“Licence” means the types of Licenses which are granted by
Volosoft regarding Customer’s choice.
“Support” has the meaning given to such term in Section 2.8
“Source-Code” has the meaning given to such term in Section 5
“ABP Commercial Service Form (Service Form)” The form which sets
conditions, term, payment fees of the Software.
2. VOLOSOFT SERVICE
2.1. License Grant
Subject to Customer’s compliance with the terms and
conditions of this Agreement, including payment of all applicable fees,
Volosoft hereby grants to Customer a personal, non-sublicensable,
nonexclusive, non-transferable, limited license, solely during the
Subscription Term.
2.2. Trial Version
Notwithstanding Section 2.1, if Customer has obtained
any Volosoft Service on a trial basis (the “
Trial Version”),
Customer understands and agrees that the license set forth in Section
2.1 is granted by Volosoft to Customer for the Trial Version solely for the
trial period for Customer’s own internal evaluation purposes, and subject
to any and all technical limitations implemented by Volosoft in the Trial
Version. Customer acknowledges and agrees that if Customer has not
purchased a Subscription prior to the expiration of the Trial Period, this
Agreement will automatically terminate (without the requirement of
providing any termination notice) and the Trial Version may cease
functioning. In addition to the restrictions set forth in Section 2.3, the
Customer shall not attempt to circumvent, dismantle or otherwise interfere
with any time-control disabling functionality in the Trial Version that
causes the Trial Version to cease functioning upon the expiration of the
Trial Period. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY,
CUSTOMER ACKNOWLEDGES AND AGREES THAT THE TRIAL VERSION IS PROVIDED “AS-IS’
AND WITHOUT ANY WARRANTY WHATSOEVER OR ANY SUPPORT OR OTHER SERVICES
(INCLUDING ANY UPDATES OR UPGRADES).
2.3. Restrictions
Except as expressly set forth in this Agreement,
Customer will not (and will not allow any third party to): (i) decompile,
disassemble, decompile, reverse engineer, or otherwise attempt to derive the structure
of the Volosoft ; (ii) distribute, license, sublicense, assign, transfer,
provide, lease, lend, rent, disclose, use for timesharing or service bureau
purposes, or otherwise use or allow others to use for the benefit of any
third party, any Volosoft Service (except as expressly and specifically
authorized in writing by Volosoft), (iii) use or access the Volosoft
Service in order to build a similar or competitive product or service or
disclose to any third party any benchmarking or comparative study involving
any Volosoft Service, (iv) remove, alter, or obscure in any way any
proprietary rights notices (including copyright notices) of Volosoft or its
suppliers on or within the Volosoft Service or Documentation; (vi) use the
Volosoft Service for or in conjunction with, or initiate web application
of, any web domain (or part of a domain) that has any content that may be
adult in nature (e.g. tobacco, firearms, alcohol), obscene, pornographic,
abusive, offensive, profane, or defamatory; or (vii) violate any applicable
laws or regulations, or the rights of any third party in connection with
the use or access of the Volosoft Service. Volosoft reserves all rights and
licenses not expressly granted to Customer in Section 2.1 and no implied
license is granted by Volosoft. CUSTOMER ACKNOWLEDGES THAT THE Volosoft
SERVICE MAY INCLUDE FEATURES TO PREVENT USE AFTER THE APPLICABLE
SUBSCRIPTION TERM AND/OR CUSTOMER’S USE INCONSISTENT WITH THIS AGREEMENT.
2.4. Delivery and Acceptance
Following the execution of this Agreement,
Volosoft shall enable Customer to download or make available over the
internet, as applicable, the Volosoft Service ordered by Customer. The
Volosoft Service (and any future software updates or upgrades that Volosoft
may make available to Customer from time-to-time and which are included in
the defined term “
Licences” as applicable) will be deemed
accepted upon making the Volosoft Service (or the relevant update or
upgrade) available to Customer.
2.5. Licenses
During the applicable Subscription Term, regarding
Customer’s choice, different type of Licences are offered by Volosoft. The
using parameters and conditions are set forth in Annex-1 ABP Commercial
Services Form.
2.6. Proprietary Rights
Volosoft or its licensors retain all right, title
and interest in and to the Volosoft Service and related Documentation and
materials (and any and all copies thereof) including, without limitation,
any and all Intellectual Property Rights thereto. Title to the Volosoft
Service shall not pass from Volosoft to Customer, and the Volosoft Service
and all copies thereof shall at all times remain the sole and exclusive
property of Volosoft.
2.7. Feedback
To the extent Customer or any Authorized Users provides any
suggestions and feedback to Volosoft regarding the functioning, features,
and other characteristics of the Volosoft Service, Documentation, or other
materials or services provided or made available by Volosoft (“Feedback”),
Customer hereby grants Volosoft a perpetual, irrevocable, non-exclusive,
royalty-free, fully-paid-up, fully-transferable, worldwide license (with
rights to sublicense through multiple tiers of sublicensees) under all of
Customer’s intellectual property rights, for Volosoft to use and exploit in
any manner and for any purpose.
2.8. Support
During the applicable Subscription Term set forth in ABP
Commercial Services Form (subject to Customer’s payment of applicable
Licence Fees), Volosoft will use commercially reasonable efforts to provide
Customer remote technical and operational support and maintenance services
during Volosoft’s official business hours for Customer’s use of the Volosoft
Service (“
Support”) in accordance with Volosoft’ s
then-current Support terms and conditions. Volosoft does not commit to a service-level agreement (SLA) response time
but will try to respond to technical issues as soon as possible.
Unless a special agreement is made with the Customer, Volosoft only provides support on https://support.abp.io.
The private email support is only available to Enterprise License holders.
The support is provided only for ABP Framework and ABP Commercial components.
No support is given for the 3rd party applications and other peripheral libraries used by ABP products or used by your own solutions.
The support is only available for the solutions with ABP’s standard pre-built solution architectures.
The support may not be available for your custom-created or modified solution structures and architectures.
For your custom solution architecture or other business-related requirements, you can request paid consultancy from Volosoft.
3. FEES AND PAYMENT
3.1. Subscription Fees
The subscription fees payable by Customer for the
Volosoft Service license and services, and the applicable Subscription
Term, will be set forth in Annex -1 ABP Commercial Services Form regarding
types of Licences (“
Subscription Fees”). The Subscription
Fees shall be paid in advance on an annual basis as set forth in the
initial Service Form. At any time during a Subscription Term, Customer may
submit a Service Form to increase the Usage Parameters and, upon Volosoft
acceptance of such Services Form, Customer shall pay the Subscription Fees
for such increase, pro-rated for the remainder of Customer’s then-current
Subscription Term, and such Order Form shall renew concurrently with
Customer’s then-current Subscription for a period equal to Customer’s
initial Subscription Term.
3.2. Services
The fees payable by Customer for Support are included in the
Subscription Fees. The level of Support provided to Customer will be
determined by the specific Volosoft Service product licensed to Customer as
set forth in each Service Form
3.3. Payment Terms
All payments shall be made in the currency of US
Dollars. Customer will pay all taxes, shipping, duties, withholdings,
backup withholding and the like; when Volosoft has the legal obligation to
pay or collect such taxes, the appropriate amount shall be paid by Customer
directly to Volosoft. If all or any part of any payment owed to Volosoft
under this Agreement is withheld, based upon a claim that such withholding
is required pursuant to the tax laws of any country or its political
subdivisions such payment shall be increased by the amount necessary to
result in a net payment to Volosoft of the amounts otherwise payable under
this Agreement
3.4. Changes to Fees
Volosoft may change its fees and payment terms at its
discretion; provided however, that such changes will not take effect for
Customer until the start of the next Subscription Term (as specified in the
applicable Service Form). Volosoft will provide written notice to Customer
of any changes to the fees that affect the Volosoft Service licensed and
Support purchased by Customer.
3.5. Inspection Right
During the term of this Agreement and for one (1)
year thereafter, Volosoft or its designated agent may inspect Customer’s
use of the Volosoft Service and its facilities and records to verify
Customer’s compliance with the terms of this Agreement. Any such inspection
will take place only during Customer’s normal business hours and upon not
less than ten (10) business days’ prior written notice from Volosoft.
Customer shall reasonably cooperate with such audit and shall make such
personnel and records available as Volosoft may reasonably request.
Volosoft will give Customer written notice of any non-compliance, including
any use of the Volosoft Service or services beyond that authorized under
this Agreement and without limiting Volosoft’ s remedies arising from such
unauthorized use, Customer shall promptly: (i) cease such unauthorized use;
(ii) pay Volosoft any additional fees due to the extent Customer’s use of
the Volosoft Service has exceeded the number of licenses purchased by
Customer; and (iii) reimburse Volosoft reasonable, documented costs
incurred in conducting such inspection.
4. TERM AND TERMINATION
4.1. Term
Subject to termination as outlined in the Agreement, the term of
this Agreement will commence on the Effective Date and will continue for as
long as the Volosoft Service or Support is being provided to the Customer under
this Agreement. The term of the Volosoft Service Subscription and the
corresponding license renewals are not automatically done.
It means, Volosoft does not automatically charge from your credit card or
your bank account to renew a license. Therefore the license renewals are done manually by the Customer
via sending an email to marketing@abp.io or from the
license Management page at https://commercial.abp.io/my-organizations.
4.2. Termination
Either party may terminate this Agreement immediately
without further notice if the other party breaches its obligations under
this Agreement and does not remedy such breach within thirty (30) calendar
days of the date on which the breaching party receives written notice of
such breach from the non-breaching party.
4.3. Effect of Termination
Upon the termination of this Agreement for any
reason: (i) the licenses granted under this Agreement in respect of the
Volosoft Service shall immediately terminate and Customer and its
Authorized Users shall cease use of the Volosoft Service; (ii) Volosoft’ s
obligations to perform Support shall immediately terminate; (iii) Customer
shall pay to Volosoft the full amount of any outstanding fees due
hereunder; and (iv) within ten (10) calendar days of such termination, each
party shall destroy or return all Confidential Information of the other
party in its possession or control, and will not make or retain any copies
of such information in any form, except that the receiving party may retain
one (1) archival copy of such information solely for purposes of ensuring
compliance with this Agreement. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE
Volosoft SERVICE MAY CONTAIN DISABLING CODE THAT (EITHER AUTOMATICALLY OR
AT Volosoft’s CONTROL) WILL RENDER THE Volosoft SERVICE (AND RELATED DATA)
UNUSABLE UPON TERMINATION OR CUSTOMER’S BREACH OF THIS AGREEMENT. The
following Sections shall survive any termination or expiration of this
Agreement: 1, 2.3, 2.4, 2.5, 2.6, 4, 5 and 7 through 9 (inclusive).
5. INDEMNIFICATION
5.1. Indemnification by Volosoft
Volosoft shall hold Customer harmless
from liability to third parties resulting from infringement by the Volosoft
Service the copyright or misappropriation of any trade secret of any third
party, provided Volosoft 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;
Volosoft will not be responsible for any settlement it does not approve.
The foregoing obligations do not apply with respect to (i) the Volosoft
Service or portions or components thereof (a) not created by Volosoft, (b)
that are modified after delivery by Volosoft, (c) combined with other
products, processes or materials where the alleged infringement relates to
such combination, (d) where Customer continues allegedly infringing
activity after being notified thereof or after being informed of
modifications that would have avoided the alleged infringement, (e) where
Customer’s use of such Volosoft Service is not strictly in accordance
herewith, or (f) a Trial Version. In the event of a claim or if Volosoft
believes a claim is likely, Volosoft may modify the Volosoft Service,
obtain a license for Customer or if the foregoing is not accomplished,
terminate this Agreement.
5.2. Indemnification by Customer
Customer will indemnify Volosoft from all
damages, costs, settlements, attorneys' fees and expenses related to (i)
any claim of infringement or misappropriation excluded from Volosoft’ s
indemnity obligation by the preceding sentence, or (ii) any other claim in
connection with the unauthorized use or distribution thereof.
6. CONFIDENTIALITY
“CONFIDENTIAL INFORMATION” means any
proprietary information received by the other party during, or prior to
entering into, this Agreement that a party should know is confidential or
proprietary based on the circumstances surrounding the disclosure
including, without limitation, the Volosoft Service and any non-public
technical and business information. Confidential Information does not
include information that (i) is or becomes generally known to the public
through no fault of or breach of this Agreement by the receiving party;
(ii) is rightfully known by the receiving party at the time of disclosure
without an obligation of confidentiality; (iii) is independently developed
by the receiving party without use of the disclosing party’s Confidential
Information; or (iv) the receiving party rightfully obtains from a third
party without restriction on use or disclosure. Customer and Volosoft will
maintain the confidentiality of Confidential Information. The receiving
party of any Confidential Information of the other party agrees not to use
such Confidential Information for any purpose except as necessary to
fulfill its obligations and exercise its rights under this Agreement. The
receiving party shall protect the secrecy of and prevent disclosure and
unauthorized use of the disclosing party's Confidential Information using
the same degree of care that it takes to protect its own confidential
information and in no event shall use less than reasonable care. The
receiving party may disclose the Confidential Information of the disclosing
party if required by judicial or administrative process, provided that the
receiving party first provides to the disclosing party prompt notice of
such required disclosure to enable the disclosing party to seek a
protective order. Upon termination or expiration of this Agreement, the
receiving party will, at the disclosing party’s option, promptly return or
destroy (and provide written certification of such destruction) the
disclosing party’s Confidential Information.
7. PUBLICITY
Volosoft may use the Customer’s name and logo in client
listings. Volosoft may issue a press release announcing the relationship
contemplated hereby, subject to Customer’s approval which shall not be
unreasonably withheld or delayed.
8. EMBEDDED REPORTING
Customer acknowledges that Volosoft Service may contain automated reporting routines that will automatically identify and
analyze certain aspects of use and performance of Volosoft Service and/or
the systems on which they are installed, as well as the operator and
operating environment (including features used and problems and issues that
arise in connection therewith) and provide reports to Volosoft. Volosoft
uses such information to improve the Volosoft Service and for license
verification.
9. PRIVACY AND COLLECTION OF PERSONAL DATA
The Software or Support may
employ applications and tools to collect Personal Data, sensitive data or
other information about Company and End Users ( including End Users’ name,
address, e-mail), their computers or their computers’ interactions with
other computers (including information regarding network, licenses used,
hardware type, model, hard disk size, CPU type, disk type, RAM size, 32-bit
or 64-bit architecture, operating system types, versions, locale, BIOS
version, BIOS model, total scanners deployed, database size, system
telemetry, device ID, IP address, location, content, Volosoft products
installed, Volosoft components, processes and services information,
frequency and details of update of Volosoft components, information about
third-party products installed, etc.) (collectively, Data).
The collection of the Data may be necessary to provide Volosoft and End
Users with the relevant Software or Support functionalities as ordered
(including detecting and reporting threats and vulnerabilities on Volosoft’
s and End Users’ computer network), to enable Volosoft to improve Software
or Support (including content synchronization, device tracking,
troubleshooting, etc.), to enable Volosoft to manage licenses to Software
or Support, and to further or improve overall security for Company and End
Users. Company may be required to uninstall the Software or disable Support
to stop further Data collection that supports these functions. By entering
into this Agreement, or using the Software, Support or service
subscription, Company and End Users agree to the Volosoft Privacy Policy
available at https://volosoft.com/PrivacyAndCookiePolicy and to the collection,
processing, copying, backup, storage, transfer and use of the Data by
Volosoft.
10. MISCELLANEOUS
Customer may not assign or otherwise transfer this
Agreement or any of its rights or obligations hereunder to a third party
without the written consent of Volosoft, except that Customer may, without
such consent, assign or transfer this Agreement, in whole, pursuant to a
transfer of all or substantially all of Customer’s business and assets,
whether by merger, sale of assets, sale of stock, or otherwise. Any
attempted assignment or transfer of this Agreement by Customer in
contravention of the foregoing shall be null and void. Volosoft may freely
assign or transfer this Agreement hereunder without Customer’s consent. The
provisions hereof are for the benefit of the parties only and not for any
other person or entity. Any notice, report, approval, authorization,
agreement or consent required or permitted hereunder shall be in writing;
notices shall be sent to the address the applicable party has or may
provide by written notice or, if there is no such address, the most recent
address the party giving notice can locate using reasonable efforts. No
failure or delay in exercising any right hereunder will operate as a waiver
thereof, nor will any partial exercise of any right or power hereunder
preclude further exercise. If any provision shall be adjudged by any court
of competent jurisdiction to be unenforceable or invalid, that provision
shall be limited or eliminated to the minimum extent necessary so that this
arrangement shall otherwise remain in full force and effect and
enforceable. This Agreement shall be deemed to have been made in and shall
be construed pursuant to the laws of Turkey without regard to conflicts of
laws provisions thereof, and without regard to the United Nations
Convention on the International Sale of Goods. This is the complete and
exclusive statement of the mutual understanding of the parties and
supersedes and cancels all previous written and oral agreements and
communications relating to the subject matter hereof and any waivers or
amendments shall be effective only if made in writing; however, any
pre-printed or standard terms of any purchase order, confirmation, or
similar form, even if signed by the parties after the effectiveness hereof,
shall have no force or effect. The substantially prevailing party in any
action to enforce this agreement will be entitled to recover its attorney’s
fees and costs in connection with such action.
11. NON-SOLICITON and NON-HIRE
User agrees and covenants that, during term of this Agreement and for a period of 2 years after the termination of this Agreement,
User shall not directly or indirectly (i) solicit, induce, recruit,
attempt to hire, hire or agree to hire or otherwise encourage or entice or attempt to influence any employee,
officer, director, executive of Volosoft Bilişim A.Ş. who is employed or otherwise engaged by Volosoft Bilişim A.Ş. or
has been employed or otherwise engaged by Volosoft Bilişim A.Ş. or any of its affiliates to leave the employ of Volosoft Bilişim A.Ş. or
its affiliates, or in any way interfere with the relationship between Volosoft Bilişim A.Ş. or
its affiliates and any employee thereof, provided, however, that the foregoing shall not apply (i) to solicitations made by job opportunity advertisements and
headhunter searches directed to the general public rather than targeting any employees of Volosoft Bilişim A.Ş. or
(ii) with respect to any employee who has been terminated by Volosoft Bilişim A.Ş. prior to (or has voluntarily left his or her employment more than six months prior to) such solicitation.
User, further agrees that, to the extent that the user
breaches the covenant described in this
paragraph, Volosoft Bilişim A.Ş shall be entitled to
pursue all appropriate
remedies in law or equity.
12. PRODUCT LICENSING MODEL
12.1 Allowed computer count
We specifically permit
2 computers per individual/licensed developer.
Whenever there is a need for a developer to develop ABP Commercial products on a third machine,
an e-mail should be sent to license@abp.io explaining the situation and
we will then make the appropriate allocation in our system.
12.2 Sub-licensing and sharing
ABP Commercial products cannot be publicly shared or cannot be licensed as an open-source product
without asking written permission of Volosoft Bilişim Anonim Şirketi.
ANNEX-1 ABP COMMERCIAL SERVICE FORM
LICENSES
-
TEAM LICENCE
Term : 1 Year.
Prices : 2999 USD + VAT, Each additional developer: 499 USD.
Number of developers : 3.
Including All PRO Modules, All PRO Themes, All PRO Startup Templates, ABP Suite. No source-code is provided for any of these products!
Support : 15 questions of premium forum support per year.
These services will be ended after your license expires: Getting support, using ABP Suite, getting new updates, creating new ABP projects.
-
BUSINESS LICENCE
Term : 1 Year.
Prices : 5999 USD + VAT, Each additional developer: 699 USD.
Number of developers : 3.
Including All PRO Modules, All PRO Themes, All PRO Startup Templates, ABP Suite.
Source-code of all PRO modules and themes are included except ABP Suite.
Support : 30 questions of premium forum support per year.
These services will be ended after your license expires: Getting support, using ABP Suite, getting new updates, creating new ABP projects.
-
ENTERPISE LICENCE
Term : 1 Year
Prices : 9999 USD + VAT, Each additional developer: 999 USD.
Number of developers : 3.
Including All PRO Modules, All PRO Themes, All PRO Startup Templates, ABP Suite.
Source-code of all PRO modules and themes are included except ABP Suite.
Support : Unlimited questions of premium forum support per year.
Private email support is available.
These services will be ended after your license expires: Getting support, using ABP Suite, getting new updates, creating new ABP projects.
-
CUSTOM LICENCE
Term : Upon the agreement of both parties.
Prices : Upon the agreement of both parties.
Number of developers : Upon the agreement of both parties.
Including modules, code and themes: ABP Suite, All Pro Modules, All Pro Themes.
Startup Templates, Source Code of All Modules, Source Code of All Themes, added modules.
Support : Upon the agreement of both parties