This End User License Agreement (“Agreement”) is a legal contract between You, either an individual or a single entity (“You” or “Licensee”), and PLATMA (“Licensor”) regarding the PLATMA software product identified below, including any associated media, printed materials, and online or electronic documentation (“Software”).
By installing, copying, or otherwise using the Software, You agree to be bound by the terms of this Agreement. If You do not agree to the terms of this Agreement, do not install, use or copy the Software.
1. DEFINITIONS
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party where “control” means the direct or indirect ownership of more than 50% of the voting securities of a business entity.
“Documentation” means the user manuals (in written or electronic form), associated media, printed materials provided to Licensee along with the Service.
“Software” means the Extreme No-Code Development platform that offers a simple English coding system and ready-made templates, allowing users to achieve results instantly.
“End User” means the individuals who are permitted by Licensee to use the Software.
2. LICENSE GRANT AND RESTRICTIONS
2.1 Grant of license. Subject to the terms and conditions of this Agreement, Licensor grants You a non-exclusive, non-transferable, revocable, limited license to reproduce and use the Software solely for the purpose of accessing and using the Licensor no-code development and automation platform. You may have access to the Software by signing up for it at https://platma.com.io/login.
2.2 License restrictions. You and will not allow End Users or any third party to:
(a) copy, modify, adapt, translate, or create derivative works based on the Software;
(b) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Software;
(c) sell, lease, license, sublicense, transfer or redistribute the Software;
(d) use the Software for any unlawful purpose or outside the scope of the license granted herein.
2.3. Data collection. Some features in the Software may enable collection of data from End Users of Your applications and/or other products that may access or use the Service. If You use these features to enable data collection in Your applications and/or other products, You must comply with applicable law, including getting any required user consent, and maintain a prominent privacy policy that accurately informs End Users about how You use, collect, and share their data.
2.4. Your subscription decision. Licensor may share the statements about Licensor’s future plans related to Software, however these statements are an expression of intent. You shall not rely on them when subscribe to Software. If You decide to use our Software, your decision should be based on the functionality or features of Software available on a date of the Agreement and not on the delivery of any future functionality or features.
3. CONFIDENTIALITY
You agree that the Software contains proprietary trade secrets of Licensor and You agree to maintain the confidentiality of the Software using at least the same degree of care You use to maintain the confidentiality of Your own confidential information, but no less than a reasonable degree of care. You agree not to disclose the confidential information contained in the Software to any third party. If You allow disclosure of confidential information, You will reimburse the Licensor for the losses caused, documented, including any real damage caused and loss of profit.
4. WARRANTY DISCLAIMER
THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. LICENSOR HEREBY DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
5. LIMITATION OF LIABILITY
5.1. LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LICENSOR’S LIABILITY FOR ANY DAMAGES TO YOU OR ANY THIRD PARTY EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE DURING THE ONE-MONTH PERIOD BEFORE THE EVENT GIVING RISE TO LIABILITY.
5.2 EXCEPTIONS. NOTHING IN THIS AGREEMENT LIMITS EITHER PARTY’S LIABILITY FOR THE FOLLOWING: (I) FRAUD OR FRAUDULENT MISREPRESENTATION; (II) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; (III) LICENSEE’S PAYMENT OBLIGATIONS; (IV) PARTY’S OBLIGATIONS UNDER SECTION 14 (INDEMNIFICATION); OR (IV) ANY LIABILITY THAT CANNOT LEGALLY BE LIMITED.
6. TERMINATION
This Agreement is effective until terminated by You or by the Licensor. Your license rights will terminate immediately and automatically without notice if You breach any term of this Agreement. Licensor may also terminate this Agreement for any of the following reasons: (a) Your failure to pay any applicable fees, or (b) Licensor’s obligation to do so by law. Termination of this Agreement will not limit any of the Licensor’s rights or remedies at law or in equity in case of breach by You (during the term of this Agreement) of any of Your obligations under this Agreement. Upon termination, You must cease all use of the Software and destroy all copies of the Software in Your possession or control.
7. SUPPORT SERVICES
Licensor may provide You with support services related to the Software. Any supplemental software code provided to You as part of the support services is considered part of the Software and subject to the terms and conditions of this Agreement.
8. INTELLECTUAL PROPERTY
8.1. Licensor’s ownership. The Software and any copies that the Licensee is authorized by Licensor to make are the intellectual property of the Licensor and are owned by Licensor. The structure, organization and code of the Software are the valuable trade secrets and confidential information of the Licensor. All title and intellectual property rights to the Software, and any copies thereof are owned by Licensor. All title and intellectual property rights not expressly granted herein are reserved.
8.2. Feedback and reviews. Licensee may provide any feedback, ideas and/or suggestions regarding improvements or additions to the Software to Licensor (“Feedback”). If Licensee provides Feedback, then Licensor and its Affiliates may use that Feedback without restriction and without obligation to Licensee.
8.3. Licensee Materials. Licensee and its third-party licensors, retains ownership over their materials (collectively “Licensee Materials”). Licensee will be solely responsible for the accuracy, adequacy, quality, integrity, legality, reliability, and appropriateness of all Licensee Materials made available via Software or otherwise generated, uploaded, stored, posted, displayed, distributed, transmitted or exhibited in connection with Licensee’s use of the Software. For any Licensee Materials that Licensee generates, uploads, stores, posts, displays, distributes, transmits or exhibits in connection with the Software, Licensee grants to Licensor a worldwide, non-exclusive, royalty-free, transferable and sub-licensable right to review, use, reproduce, modify, adapt, translate, publish, duplicate, create derivative works of, store, transmit, distribute, publicly perform and display any or all of such Licensee Materials in any form, media or technology whether known or not currently known, in any manner, solely in order to provide the Software and for no other purpose unless Licensee provided prior consent. Licensee represents and warrants that Licensee has all the rights, power and authority necessary to grant the above license and Licensee Materials will not infringe any third party’s rights, including intellectual property rights.
9. MAINTENANCE AND UPDATES
Licensor may provide maintenance releases, bug fixes, upgrades and other updates to the Software. Such updates may be required for continued use of the Software. All such updates shall be deemed part of the Software and subject to the terms of this Agreement.
10. FEES
Fees and payment schedule for the Software are contained in the Licensor’s Software subscription plan selected by You (the “Subscription Plan”) available on the following link: https://platma.com/documents/tariffs.html. You may not use or access the Software if You do not comply with all of Your payment obligations specified Subscription Plan selected by You. You agree that Licensor may modify Subscription Plan in its sole discretion without prior notice. Revised Subscription Plan will be available on the abovementioned link and Licensor encourages You to track changes to Your Subscription Plan. Your continued using the Software following Licensor’s posting of a revised Subscription Plan will constitute Your acceptance of such modification. If any modification is unacceptable to You Your only recourse is to terminate this Agreement.
11. DATA PROTECTION
Licensor will process any personal data included in the Software or collected through the Software in accordance with applicable data protection laws. Licensor shall implement appropriate technical and organizational measures to protect any such personal data.
12. EXPORT RESTRICTIONS. COMPLIANCE WITH LAWS
You agree to comply with all applicable laws and regulations in Your use of the Software. You acknowledge that the Software may be subject to export restrictions of various countries. You shall fully comply with all applicable export license restrictions and requirements as well as with all laws and regulations relating to the importation of the Software, in the United States and in any foreign jurisdiction in which the Software is used.
13. THIRD PARTY SOFTWARE
The Software may contain third party software which requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located at https://platma.com/documents/Open_Source_Components.html and are made a part of and incorporated by reference into this EULA. By accepting this Agreement, You are also accepting the additional terms and conditions, if any, set forth therein.
14. INDEMNIFICATION
You agree to defend, indemnify and hold harmless Licensor and its Affiliates against any loss, damage, costs, liability and expenses (including reasonable attorney’s fees) incurred by Licensor in connection with any claims arising out of (a) Your breach of this Agreement; (b) any representations or warranties made by You concerning the Software to third parties; or (c) Your modification or enhancement of the Software.
15. AUDIT
Licensor shall have the right, upon reasonable notice, to periodically audit Your use of the Software to ensure Your compliance with this Agreement. Any such audit shall not unreasonably interfere with Your normal business operations. You agree to cooperate with the Licensor’s audit and provide reasonable assistance and access to information. If an audit reveals that You have underpaid fees to Licensor, You shall be invoiced for such underpaid fees based on Licensor’s list price in effect at the time the audit is completed.
16. ASSIGNMENT
You may not assign this Agreement without the prior written consent of the Licensor. Licensor may assign this Agreement in its sole discretion. This Agreement shall be binding upon the parties and their successors and permitted assigns.
17. SEVERABILITY
If any provision of this Agreement is held to be unenforceable, illegal or invalid, the unenforceable provision shall be modified so as to render it enforceable, legal, and valid to the maximum extent possible under law without modifying the remainder of this Agreement; but if no such modification can render the provision enforceable, it shall be severed from this Agreement and all other provisions shall remain in full force and effect.
18. ENTIRE AGREEMENT. CHANGES TO TERMS
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. This Agreement supersedes all prior or contemporaneous discussions, proposals and agreements between the parties relating to the subject matter hereof. Licensor reserves the right to change the terms and conditions of this Agreement by providing thirty (30) days prior written notice. Any changes shall be effective upon the completion of the thirty (30) day notice period. You may terminate this Agreement if any change to the terms is unacceptable to You.
19. WAIVER
The failure of either party to enforce any right under this Agreement shall not constitute a waiver of that right or any other right under this Agreement.
20. FORCE MAJEURE
Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
21. RELATIONSHIP OF THE PARTIES
The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture or employment relationship between the parties.
22. NON-SOLICITATION
You agree not to solicit or hire any of Licensor’s employees during the term of this Agreement and for a period of 12 months after termination or expiration of this Agreement. This shall not restrict general solicitations for employment through advertisements, job fairs or other general recruiting activities.
23. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The federal and state courts located in Delaware shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement.
24. DISPUTE RESOLUTION
Prior to commencing any legal action under this Agreement, the parties shall attempt in good faith to resolve any dispute amicably between senior executives of both parties. If unsuccessful, the parties agree to engage in non-binding mediation with a mutually agreed upon mediator in Delaware. Either party may initiate mediation by providing written notice to the other party. Each party shall bear its own costs of mediation.
25. NOTICES
To Licensor: You may send notices to Licensor at the following address: licensor@platma.com, as it may be updated from time to time on the Licensor’s website.
To Licensee: Licensor may notify You by email, postal mail or other legally acceptable means using the contact information provided by You.