Simplylogic Master Terms

This Simplylogic Master Terms and the applicable Supplemental Terms (together, this “Agreement”) are entered into between Simplylogic and the customer that accepted this Agreement (“You”). This Agreement is accepted via electronic system, You will be prompted to accept these terms and conditions by ticking a box and clicking a button. Clicking the button or using the products and (online) services of Simplylogic (collectively the “Service”) indicates that You have read, understood and accepted these terms and conditions. If You do not accept this Agreement, You must not use any Offering and return any Offering to Simplylogic or its applicable authorized partner prior to installation or use. Conditions of purchase or other conditions of You and/or third parties or additions to or deviations from the Agreement shall only apply when explicitly agreed in writing between the Parties. If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to the terms and conditions of this Agreement, in which case the terms “You” or “Your” shall apply to such entity. For reference, a Definitions section is included at the end of this Agreement.

1.1 Licence

During the Subscription Term or Trial Period, we will grant to you a non-exclusive, nontransferable license to access and use the Service to integrate it, test, maintain, support and operate Your Application incorporating the Service for interaction within the Mendix Platform. We will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, save for planned downtime or any unavailability caused by circumstances beyond our reasonable control. You will not be entitled to receive a copy of the source code or make use of the Service Components for anything other than the Service. You may not: (1) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute its rights to any other person or otherwise commercially exploit the Service in any other way than explicitly allowed hereunder; (2) make the Service available to any third party; (3) create any derivative works based upon the Service or related Documentation; (4) copy any feature, design or graphic, or reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the Service; (5) Modify the implementation of, or permit a third party to modify, the Service Components provided or use any of the Service Components, as referenced in the Agreement and/or the Supplementary Terms, for anything other than the Service; (6) access or let anyone access the Service in order to build a competitive solution or to assist someone else to build a competitive solution; (7) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (8) send, upload, store or otherwise transmit, display or distribute any unlawful, infringing, tortious, obscene, threatening, abusive, harassing, defamatory, vulgar, libelous, invasive of another’s privacy, hateful or racially, ethnically or otherwise objectionable material, including but not limited to children or material that violates third party privacy rights or infringes any proprietary rights or intellectual property rights; (9) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (10) upload or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; and/or (11) use the Service in a way that violates any criminal, public or civil law.

Simplylogic or its licensors own and shall maintain ownership of all right, title and interest in and the Service.

1.2 Your responsibilities

You are responsible for all activity occurring under Your accounts. You shall abide by all applicable laws, treaties and regulations in connection with Your use of the Service, including, without limitation, those related to export control, data privacy, international communications and the transmission of technical or personal data. You shall treat the account information, access and identification codes as confidential and with due care and shall not share any production, confidential or personal data. You shall: (i) notify Simplylogic immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Simplylogic immediately and use reasonable efforts to stop immediately any copying or distribution of (parts of) Services that is known or suspected by You (iii) not impersonate another Mendix User or provide false identity information to gain access to or use the Service. Without limiting your express obligations under this Agreement, you are solely responsible, at your own expense, for how you develop, operate and support Your Apps and for your own relationships with end users.

1.3 Your intellectual Property Rights

As between Simplylogic and You, You own all rights, title and interest, including all related intellectual or industrial property rights, in and to any Customer Data & Customer Deliverables and Simplylogic hereby assigns and transfers to You any rights, title or interest Simplylogic may acquire in any Customer Deliverables upon receipt of payment in full from You. Subject to the Agreement, and during the term for which You have a right to use the Service, Simplylogic hereby grants You a limited, non-exclusive, non-transferable and terminable license to use any Content incorporated in the Customer Deliverables, solely in connection with Your authorized use of the Service.

1.4 Simplylogic’s intellectual Property Rights

Simplylogic alone, and its licensors where applicable, shall own all right, title and interest, including all related intellectual or industrial property rights, in and to all Services of Simplylogic (including all its algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) and any Feedback. The Agreement is not a sale and does not convey to You any rights of ownership in or related to the Service or the intellectual property rights owned by Simplylogic. The Simplylogic name, the Simplylogic logo, and the product names with the Service are trademarks of Simplylogic or third parties, and no right or license is granted to use them.

1.5 Export control

Simplylogic’s obligations under this Agreement are conditioned upon Your compliance with, and for which You agree to comply with, all applicable export and re-export controls, embargoes, and economic and trade sanctions laws and regulations, including in any event, those of the United States and the European Union (“Export Laws”), also considering the limitations of domestic business and prohibitions of by-passing those embargos. You represent that Your content is non-controlled (e.g. in the E.U. or The Netherlands (AL = N) or in the U.S. (ECCN = N or EAR99) and that any Service made available hereunder and any derivatives thereof will not be (i) used or accessed by a Sanctioned Person, (ii) exported, re-exported (including any ‘deemed exports’), shipped, distributed, delivered, sold, resold, supplied, or otherwise transferred, directly or indirectly, to any Sanctioned Person or otherwise in a manner contrary to the Export Laws, (iii) used for any purpose prohibited by the Export Laws, or (iv) unless expressly authorized by Simplylogic in writing, used for non-civilian purposes (e.g. armaments, nuclear technology, weapons, any other usage in the field of defense and military). Without limiting the foregoing, You represent and warrant that (i) it is not a Sanctioned Person, and (ii) it will not download or otherwise access, or facilitate a third party’s download or access of, any offering delivered by Simplylogic or works and services (including all kinds of technical support) performed by Simplylogic from a Sanctioned Country. You will, at least once per year, review and update your list of Users who have access to an account and confirm that no such User is a Sanctioned Person and that all such Users may continue to access the Service in compliance with Export Laws. Simplylogic may conduct the necessary Export Laws checks and, upon request, You will promptly provide Simplylogic with any necessary information.

In the event You fail to comply with any provision of this Section or violate any Export Laws in connection with the Service Simplylogic will have the right to take action in accordance with this Agreement and as required by U.S. law or the applicable law.

Information Disclosure. If You disclose to Simplylogic any information that is (i) Covered Defense Information or Controlled Unclassified Information as defined in U.S. Government regulations or (ii) subject to Export Laws that require controlled data handling, You will notify Simplylogic personnel in advance of each instance of disclosure and will use the notification tools and methods specified by Simplylogic.

Right to Withhold Performance. Simplylogic will not be obligated to perform under this Agreement if such performance is prevented by any impediments arising out of national or international foreign trade or customs requirements or any embargoes or other sanctions including, but not limited to, embargoes or other sanctions imposed by the United Nations, the European Union, or the United States.

1.6 Privacy & Security

Simplylogic’s privacy and security policies may be viewed at https://simplylogic.nl/privacyverklaring/. Simplylogic reserves the right to modify its privacy and security policies in its discretion from time to time. By providing Simplylogic Your email address You consent to our using the email address to send You Service-related notices, including any notices required by law, changes to features of the Service and special offers. Simplylogic’s implementation, development and operations teams shall have the right to access and use Your account information, and Customer Data for the purpose of delivery of the Service, respond to service or technical problems, on Your request. Simplylogic shall be entitled to change the account, access- and identification codes assigned.

1.7 Subscription Term and Renewal

The Service is for an initial Subscription Term of one year, from the date Simplylogic provisioned the subscription (ideally, we will send you the ‘get started’ instructions within one (1) working day from receipt of your order). Your subscription will be automatically renewed for subsequent terms of one year each. Any renewal may be cancelled providing two months’ prior notice via email to marketplace@simplylogic.nl. At renewal, the then actual terms and condition associated with the Service shall apply. As referenced under Modification to Terms You are responsible for regularly reviewing the Agreement terms.

1.8 Your Purchase

Your purchase entitles You to all features and functionality of the Service subscription, to use in Your App. Your App may be accessed by any of the named users as deemed under Your respective Simplylogic subscription / purchase order. Any named users designated for the Service will be provided with unique login credentials which can be used to identify one specific individual user, authorized by you to access the application and use the Service. The support and service levels are set forth at Your respective Simplylogic subscription / purchase order.

When no specific service levels are mentioned in your subscription /purchace order our standard support for all our payed services are in place. Issues can be registered by sending an email to support@simplylogic.nl. Simplylogic will analyze the mail and, if applicable, try to reproduce
the incident or evaluate the completeness of the information of a change request. If Simplylogic determines the root cause of
the incident is the Service, Simplylogic will resolve the issue based on best effort. If the root cause of a reported incident is deemed to be an external failure (i.e. the root cause is not the Service, but e.g. the (model of the) Mendix Application), Simplylogic shall inform Customer of such fact and Simplylogic will have
no obligation to resolve such issue. However, in such case however Simplylogic shall use reasonable efforts in supporting
Customer in resolving the incident which may include involving (paid) Simplylogic Expert Services. Simplylogic will seek Customer’s
written approval and agreement to pay any related fees before performing such services.

1.9 Subscription Fees, Payment, Taxes

You agree to pay all applicable fees specified for the Services as defined on the Order and for all fees for use of Services exceeding the agreed usage or authorizations. Any changes to our fees will only apply from the beginning of a renewed subscription. Unless otherwise provided in the applicable Order, fees are due upon receipt of the invoice and without any deduction within 30 days of the invoice date. Late payment will result in the immediate cancellation of your subscription. Subscription Terms will be invoiced annually upfront.

All prices and payments relating to the Services are exclusive of any applicable taxes, customs and import duties, levies, and charges of any kind whatsoever, unless clearly defined on the Order. Any such taxes, customs and import duties, levies, and charges that may be imposed on or paid by us shall be borne or reimbursed by You. Any sums to be paid to us shall be net of any applicable taxes, duties, and levies that might be levied or withheld on payments made by you to us. Should any such taxes, duties, or levies be levied or withheld by You on payments due to us, then you shall gross up the net payment to us by such amount necessary to ensure that we receive a net amount equal to the full amount invoiced. In any case, you ae obligated to provide us promptly with the official tax receipt, which confirms the tax payment on our behalf.

1.10 Trial Period

Simplylogic may offer a portion or specific editions of the Service free of use for a Trial Period. It is under sole discretion of Simplylogic to specify the conditions for a Trial Period (refer Supplement Terms) and Simplylogic deems the right to modify these conditions of free use at any time. If any change is not acceptable, your sole and exclusive remedy will be to cancel your free trial. By continuing to use the Service after a change, you accept all such changes. If You do not purchase a paid subscription for the Service from Simplylogic prior to the conclusion of the Trial Period, Your access to these free portions of the Service will be suspended and any Customer Data that is uploaded to these non-free portions of the Service may be deleted. If You wish to continue using the Service, You must purchase a paid subscription for Your continued use of such Service.

During the Trial Period, our standard support and service level obligations do not apply. We may, however, at our sole discretion, make certain free of charge support services available to you.

1.11 Representations & Warranties

Simplylogic shall implement commercially reasonable technical and organizational measures to secure availability, confidentiality and integrity with respect to the Services, the Customer Data and personal information. However, unless explicitly otherwise agreed in writing between Parties, the Services are provided on an “as is” and “as available” basis, without warranties of any kind and the Services are accessed or used by You at Your own risk and without any right to support, maintenance, updates or any other services. Simplylogic and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Service. Simplylogic and its licensors do not represent or warrant that (a) the use of the Service will be secure, timely, uninterrupted or error-free of operate in combination with any other hardware, software, system or data (b) the Service will meet Your requirements or expectations, (c) any stored data will be accurate or reliable, (d) the quality of any products, services, information, or other material purchased or obtained by You through the Service will meet Your Requirements or expectations, (e) errors or defects will be corrected, or (f) the Service or the server(s) that make the Service available are free of viruses or other harmful components. All conditions, representations and warranties, whether express, implied statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights, are hereby disclaimed to the maximum extent permitted by applicable law by Simplylogic and its licensors. The Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Simplylogic is not responsible for any delays, delivery failures, or other damage resulting from such problems. Simplylogic shall not be responsible for any Customer Data. You, not Simplylogic, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Simplylogic shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Simplylogic reserves the right to establish or modify its general practices and limits relating to storage of Customer Data. You represent and warrant that You have not falsely identified yourself nor provided any false information to gain access to the Service.

1.12 Limitation of Liability

IN NO EVENT SHALL SIMPLYLOGIC’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICE AND/OR ANY AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU TO SIMPLYLOGIC TO USE THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE CLAIM. IN NO EVENT SHALL SIMPLYLOGIC AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OR COSTS OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE AND/OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF SIMPLYLOGIC AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE REASONABLY FORESEEN THEM. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS .

1.13 Indemnification

You shall defend, indemnify and hold harmless Simplylogic, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents from and against any and all claims, proceedings, actions, fines, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) any noncompliance with export control regulations (ii) a (alleged) claim that You violate any thirdparty right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iii) a claim arising from the breach by You or Your Users of the Agreement or any law, rule, regulation or treaty; (iv) third-party claims on account of product liability due to a deficiency in a Service delivered by You to a third party that consisted in part of hardware, software, websites, databases or other materials supplied by Simplylogic.

1.14 Notice

Simplylogic may give notice by means of a general notice on the Service, electronic mail to Your email address on record in Simplylogic’s account information, or by written communication sent by first class mail or pre-paid post to Your address on record in Simplylogic’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Simplylogic (such notice shall be deemed given when received by Simplylogic) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Simplylogic at the following address: Simplylogic Solutions B.V., De Aanleg 5, 7678 VZ Geesteren , Netherlands, in either case, addressed to the attention of: Chief Executive Officer.

1.15 Assignment; Change in Control

Neither Agreements nor (the rights delivered from) herein may be transferred or assigned by You without the prior written approval of Simplylogic. The obligations arising from the Agreement may be assigned by Simplylogic without notice to You and without Your consent. Any transfer or assignment in violation of this section shall be null and void. Any actual or proposed change in control of You that results or would result in a direct competitor of Simplylogic directly or indirectly owning or controlling 50% or more of You shall entitle Simplylogic to terminate the Agreement or (any rights delivered from) for cause immediately upon written notice.

1.16 Termination

You agree that Simplylogic may terminate the providing of any gratuitous Services at any time, for any reason and without prior notice. You agree that Simplylogic shall not be liable to You and/or any third party for any modification, suspension, or termination of the Service. The following Sections shall survive the termination and/or expiration of this Agreement: Sections 3 (Your Intellectual Property Rights); 4 (Simplylogic ’s Intellectual Property Rights); 11 (Representations & Warranties); 12 (Limitation of Liability); 13 (Indemnification); and 18 (Final Provisions).

1.17 Modification to Terms

Simplylogic reserves the right to modify the Agreement and its policies relating to the Service at any time and without notice, effective upon posting of an updated version of the Agreement on the Service. You are responsible for regularly reviewing the Agreement terms. Continued use of the Service after any such changes shall constitute Your consent to such changes.

1.18 Final Provisions

Dutch law shall govern this Agreement. The application of the United Nations Convention on Contracts for the International Sale of Goods 1980 is excluded under all circumstances. Any disputes between Parties arising from or related to Agreements shall be exclusively submitted to a court of law with jurisdiction in Almelo, The Netherlands. The terms, together with any other legal notices shall constitute the entire Agreement between You and Simplylogic concerning the delivery of Services. If (parts of) provisions in the Agreement or annexes are or become unlawful, invalid or unenforceable, the surviving provisions or the valid part of the invalid provision shall remain fully in force and enforceable, without any consequences for the other obligations of Parties. The unlawful, invalid or unenforceable provision shall be deemed replaced by a provision that as far as possible has the same legal and commercial purport.

1.19 Definitions

“Agreement”, “Contract”, “Supplemental Terms”: the arrangements agreed in a form or a document or in some other way, under which Simplylogic will deliver the Services or any other products or services defined therein.

“Apps” means applications, plugins, extensions or Services that are designated to interoperate with Simplylogic Products, including Your Apps.

“Your Apps” means any Apps or components thereof that you develop using our Apps and/ or Services, including any Developer content in such Apps.

“Content”: the audio and visual information, documents, software, products, services, proprietary tools, source code samples, generic templates and reusable components, App Store content, libraries, know-how, techniques and expertise, (i) contained or made available to you in the course of using the Service, or (ii) used or developed by Simplylogic in the course of developing or delivering Customer Deliverables.

“Customer Data”: any data, information or material, including posts, comments, documents, project information, models, applications, templates, code, widgets, themes, application data, user information and account information, provided, submitted, created, saved, added, uploaded or made available by You to the Service in the course of using or accessing the Service and Feedback.

“Customer Deliverables”: means deliverables that are provided by Simplylogic that: (i) constitute Customer Data, or a modification, translation, abridgment or adaptation of Customer Data, or (ii) are expressly identified as being owned by You in the applicable Order, The term “Customer Deliverable(s)” does not include Content.

“Feedback”: any suggestions, ideas, enhancement (requests), recommendations or other feedback provided by You or any other party relating to the Services.

“Materials” means any software, sample code, scripts, libraries, software development kits, technology, documentation, and other proprietary material or information made available to You by on or on behalf of Simplylogic in relation to our provision of Services.

“Order” means a document, electronic form, or online instrument provided by Simplylogic for the ordering of Services

“Party”, “Parties”: You or Simplylogic individually (‘Party’) or together (‘Parties’).

“Sanctioned Country” means a country or territory that is itself the subject or target of any comprehensive trade or economic sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine).

“Sanctioned Person” means any person (i) listed in the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control or in any Export-Control-Related list of designated persons maintained by the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, any Member State of the European Union, or the United Kingdom; (ii) operating, organized, or resident in a Sanctioned Country; (iii) the government of, or acting for or on behalf of the government of, Venezuela or a Sanctioned Country; or (iv) owned or controlled by one or more such persons

“Service” or “Services” means (i) the services as described in the Order, (ii) the Service Components and (iii) Materials

“Service Components” means all components or any other artefacts provided as part of the Service and as part of the downloadable .mpk package as well as documentation as detailed in the Supplementary Terms.

“Subscription Term” means the period for which a Service is agreed as specified in the Order.

“Trial” refers to a Service that is designated as a “free of charge” offering as per the Service description.

“You”, “Your”, “User(s)”: anyone who entered into an Agreement with Simplylogic or uses or accesses a Service of Simplylogic, including Your employees, representatives, consultants, contractors or agents who are authorized to use or access the Service of Simplylogic or have been supplied user identifications and passwords by You (or by Simplylogic at Your request), even if no charge is due or registration is needed.