Subscription Agreement
Effective Date: 2025-01-01
This License/Subscription Agreement (“Agreement”) is entered into by and between DENIS GUKOV PR, with a principal place of business at BRANKA RADIČEVIĆA 14, 19530, Knjaževac, Srbija (“Licensor” or “we” or “us”), and the individual or entity (“Licensee” or “you”) that accepts this Agreement, either by executing an Order Form referencing this Agreement or by otherwise indicating acceptance (electronically or in writing).
READ THIS AGREEMENT CAREFULLY. BY INSTALLING, ACCESSING, OR USING SEMAPHORE UI PRO OR ANY RELATED SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, YOU MAY NOT USE SEMAPHORE UI PRO.
1. DEFINITIONS
1.1 “Semaphore UI Pro” or “Software” means the proprietary user interface library or software toolset, including all associated documentation and updates provided to you under this Agreement.
1.2 “Subscription” means the right to receive software updates, upgrades, and/or support services during the Subscription Term, in accordance with the level of service purchased.
1.3 “Subscription Term” means the period during which you are authorized to use the Software and any related services, as specified in the applicable Order Form or invoice.
1.4 “Order Form” or “Invoice” means any purchase order, web-based order page, or similar ordering document that references this Agreement and sets forth the specific Software, services, and fees.
1.5 “Fees” means any fees for the license or Subscription as set out in the Order Form or invoice.
2. GRANT OF LICENSE
2.1 License Grant. Subject to your compliance with all terms and conditions of this Agreement, Licensor hereby grants you a limited, non-exclusive, non-transferable, revocable license to install, use, and integrate Semaphore UI Pro solely for your internal business purposes.
2.2 Subscription Rights. During the Subscription Term and subject to your payment of applicable Fees, you will be entitled to:
- Receive updates and upgrades to Semaphore UI Pro released by Licensor.
- Access support services as outlined in the applicable Subscription plan.
2.3 Restrictions. You shall not:
- Modify, reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of Semaphore UI Pro (except as required by law).
- Rent, lease, sublicense, distribute, or otherwise transfer rights to the Software to any third party without Licensor’s prior written consent.
- Remove or alter any proprietary notices or labels on or in the Software.
- Use the Software to build a product or service that competes with Licensor or to incorporate the Software into any product offered for sale or lease.
3. SUBSCRIPTION TERM AND RENEWAL
3.1 Initial Term. The initial Subscription Term shall be as set forth in the Order Form or invoice. The Subscription Term begins on the date specified in such document or the date you first access the Software, whichever is earlier.
3.2 Renewals. Unless otherwise stated in the Order Form, the Subscription shall automatically renew for successive renewal terms of equal length unless either party provides written notice of non-renewal at least [30] days before the end of the then-current term.
3.3 Termination of Subscription. If you fail to pay the required Fees or otherwise breach this Agreement, Licensor may terminate your Subscription upon written notice. Upon such termination, you must cease using Semaphore UI Pro and destroy any copies in your possession.
4. FEES AND PAYMENT
4.1 Fees. You agree to pay all Fees as set forth in the Order Form or invoice. All Fees are non-refundable unless expressly stated otherwise in this Agreement or required by law.
4.2 Payment Terms. Unless otherwise stated, all Fees are due within [30] days of the invoice date. You are responsible for providing complete and accurate billing information.
4.3 Late Payments. Past-due amounts may incur a late fee or interest of [1.5% per month] (or the maximum legal rate, if less). Licensor reserves the right to suspend or terminate your access to the Software if any invoiced amount is more than [30] days overdue.
4.4 Taxes. All Fees are exclusive of taxes, levies, or duties imposed by taxing authorities. You are responsible for all such taxes unless you provide a valid tax exemption certificate.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Ownership. All right, title, and interest in and to Semaphore UI Pro, including all intellectual property rights, belong to Licensor (and its licensors, if applicable). Your rights to use Semaphore UI Pro are strictly limited to those granted in this Agreement.
5.2 Feedback. You may provide feedback, suggestions, or comments regarding Semaphore UI Pro (“Feedback”). You hereby grant Licensor a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate the Feedback into Semaphore UI Pro or any of Licensor’s other products, without restriction or payment.
6. CONFIDENTIALITY
6.1 Definition. “Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that is designated as confidential or that should reasonably be understood to be confidential by its nature.
6.2 Obligations. The Receiving Party agrees to protect the Disclosing Party’s Confidential Information from unauthorized use or disclosure with the same degree of care it uses for its own confidential information, but in no event with less than reasonable care.
6.3 Exclusions. Confidential Information does not include information that:
- is or becomes publicly available without breach of this Agreement;
- was already lawfully known to the Receiving Party before receiving it from the Disclosing Party;
- is lawfully received from a third party without breach of any confidentiality obligation; or
- was independently developed by the Receiving Party without reference to the Confidential Information.
6.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information if required by law or court order, provided it gives the Disclosing Party prompt notice (if permitted by law) to allow the Disclosing Party to seek protective measures.
7. REPRESENTATIONS AND WARRANTIES
7.1 Authority. Each party represents and warrants that it has the legal right and authority to enter into this Agreement.
7.2 Software Warranty. Licensor warrants that, for the duration of your Subscription Term, the Software will function in substantial conformity with its documentation under normal use. If the Software fails to operate as warranted, your exclusive remedy will be for Licensor to use commercially reasonable efforts to correct the non-conformity or provide a suitable workaround.
7.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE SOFTWARE AND ANY RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
8. LIMITATION OF LIABILITY
8.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE UNDER THIS AGREEMENT DURING THE [12] MONTHS PRECEDING THE CLAIM.
8.3 Essential Purpose. You agree that the limitations of liability set forth in this Section reflect a reasonable allocation of risk and are a fundamental element of the basis of the bargain.
9. INDEMNIFICATION
9.1 By Licensor. Licensor shall defend or settle any third-party claim brought against you to the extent that such claim alleges that your authorized use of the Software infringes any valid third-party intellectual property right, and will pay any damages finally awarded or agreed to by Licensor as part of a settlement. This indemnification obligation is subject to:
- You promptly notifying Licensor in writing of the claim;
- You granting Licensor sole control of the defense and any settlement; and
- You providing all reasonable assistance, at Licensor’s expense.
If the Software is or may become the subject of an infringement claim, Licensor may, at its option:
- Modify the Software so it becomes non-infringing;
- Replace the Software with functionally equivalent software;
- Obtain a license for your continued use of the Software; or
- Terminate your license and refund a prorated portion of the Fees paid for the remainder of the Subscription Term.
The above states Licensor’s entire liability and your exclusive remedy for infringement claims.
9.2 By Licensee. You agree to defend, indemnify, and hold Licensor harmless from any claims, damages, or expenses (including reasonable attorneys’ fees) arising from your breach of this Agreement, misuse of the Software, or violation of any law or rights of a third party.
10. TERM AND TERMINATION
10.1 Term. This Agreement will remain in effect for the duration of the Subscription Term unless earlier terminated as set forth herein.
10.2 Termination for Breach. Either party may terminate this Agreement (and your Subscription) if the other party materially breaches this Agreement and fails to cure such breach within [30] days of receiving written notice.
10.3 Effect of Termination. Upon termination or expiration of this Agreement:
- All rights granted to you under this Agreement immediately terminate.
- You must cease all use of the Software and destroy any copies.
- Sections pertaining to Confidentiality, Intellectual Property, Indemnification, Limitations of Liability, and any other provisions that by their nature should survive, shall survive termination.
11. GOVERNING LAW AND DISPUTE RESOLUTION
11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of law provisions.
11.2 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved by good faith negotiation between the parties. If such dispute cannot be resolved amicably, it shall be submitted to the exclusive jurisdiction of the courts located in [Jurisdiction], and each party consents to such personal jurisdiction and venue.
11.3 Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.
12. MISCELLANEOUS
12.1 Entire Agreement. This Agreement, together with any Order Forms or invoices referencing it, constitutes the entire agreement between the parties regarding the subject matter, superseding all prior or contemporaneous understandings.
12.2 Amendments. Any modification to this Agreement must be in writing and signed by both parties, or agreed to via an electronic process acceptable to both parties.
12.3 Assignment. You may not assign or transfer this Agreement or any rights granted hereunder, whether voluntarily or by operation of law, without Licensor’s prior written consent. Any attempted assignment in violation of this provision will be null and void.
12.4 No Waiver. Failure to enforce any provision of this Agreement shall not constitute a waiver of any future enforcement of that or any other provision.
12.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
12.6 Notices. Any notice required or permitted under this Agreement shall be in writing and deemed given (a) when delivered personally, (b) when sent by confirmed facsimile or email, © one business day after being sent by a nationally recognized overnight courier, or (d) three business days after being mailed by certified mail, return receipt requested, addressed to the addresses listed in the Order Form or as otherwise provided by the parties.
13. CONTACT INFORMATION
If you have any questions regarding this Agreement or wish to request any information, please contact:
DENIS GUKOV PR
Email: [email protected]
ACCEPTANCE
By purchasing, installing, or using Semaphore UI Pro, you acknowledge that you have read, understood, and agreed to be bound by the terms of this Agreement.
DISCLAIMER:
This document is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction, and the provisions of this Agreement may need to be modified for your specific circumstances. You should consult a qualified attorney to ensure that your license/subscription agreement is valid, enforceable, and tailored to your business needs.