ProjecturEd — Commercial Licence Agreement

Copyright (c) Levente Meszaros <levente.meszaros@gmail.com>

This Commercial Licence Agreement (the "Agreement") governs commercial
use of ProjecturEd (the "Software"). Non-commercial use is governed by
LICENCE-PD and is not subject to this Agreement.

1. Definitions

   "Licensor" means Levente Meszaros, levente.meszaros@gmail.com.
   "Licensee" means the individual or legal entity that has accepted
   this Agreement by entering into a written or electronic commercial
   licence order with the Licensor.
   "Commercial Use" means any use of the Software that is primarily
   intended for or directed toward commercial advantage or monetary
   compensation, including but not limited to: use by or on behalf of a
   for-profit entity; use in a product, service, or offering provided
   to third parties for a fee; and use that generates revenue, directly
   or indirectly.
   "Order" means a written or electronic ordering document executed
   between Licensor and Licensee that references this Agreement and
   specifies the scope, fees, term, and any additional terms of the
   commercial licence granted hereunder.

2. Grant of licence

   Subject to Licensee's full and continuing compliance with this
   Agreement, including timely payment of all applicable fees, Licensor
   grants Licensee a non-exclusive, non-transferable, non-sublicensable,
   worldwide licence, for the term specified in the Order, to:

   (a) install, execute, and use the Software for Commercial Use within
       the scope specified in the Order;
   (b) modify the Software and create derivative works thereof for
       Licensee's internal Commercial Use;
   (c) distribute the Software, in source or binary form, only to the
       extent expressly permitted by the Order and subject to any
       distribution terms set out therein.

   All rights not expressly granted are reserved by the Licensor. No
   rights are granted by implication, estoppel, or otherwise.

3. Scope and restrictions

   Unless expressly permitted by an Order, Licensee shall not:

   (a) sublicense, rent, lease, lend, or otherwise make the Software
       available to any third party as a standalone product;
   (b) remove, alter, or obscure any proprietary notices, including
       copyright, trademark, or licence notices, in or on the Software;
   (c) use the Software in violation of applicable law or in a manner
       that infringes the rights of any third party;
   (d) use the Software to develop a product that competes directly
       with the Software as offered by the Licensor.

4. Fees and payment

   Fees for the commercial licence are negotiated on a per-contract
   basis and are specified in the applicable Order. Licensee shall pay
   the fees set out in the Order. Fees are non-refundable except as
   expressly stated. All fees are exclusive of taxes, duties, and
   similar charges, which are the responsibility of the Licensee. Late
   payments accrue interest at the lower of 1.5% per month or the
   maximum rate permitted by law.

5. Ownership

   The Software and all intellectual property rights therein are and
   remain the sole and exclusive property of the Licensor. This
   Agreement does not transfer any ownership rights to the Licensee.
   Any derivative works created by Licensee under section 2(b) remain
   subject to Licensor's underlying rights in the Software.

6. Confidentiality

   To the extent the Licensor provides Licensee with non-public
   information designated as confidential (including non-public source
   code, road maps, or pricing), Licensee shall protect such
   information using at least the same degree of care it uses to
   protect its own confidential information of like importance, and in
   no event less than a reasonable standard of care, and shall use such
   information solely to exercise its rights and perform its
   obligations under this Agreement.

7. Warranty and disclaimer

   Licensor warrants that, for the term of the Order, the Software
   will materially conform to its then-current published documentation.
   Licensee's sole and exclusive remedy, and Licensor's entire
   liability, for any breach of this warranty shall be, at Licensor's
   option, (i) repair or replacement of the non-conforming Software, or
   (ii) refund of the fees paid for the non-conforming Software for the
   period during which the non-conformity persisted.

   EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SOFTWARE IS PROVIDED "AS
   IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
   INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
   MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
   NON-INFRINGEMENT.

8. Limitation of liability

   TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LICENSOR
   BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR
   PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR
   GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE
   USE OF THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
   DAMAGES. LICENSOR'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT
   SHALL NOT EXCEED THE FEES PAID BY LICENSEE TO LICENSOR UNDER THE
   APPLICABLE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT
   GIVING RISE TO THE LIABILITY.

9. Term and termination

   This Agreement is effective as of the effective date of the
   applicable Order and continues for the term specified therein,
   unless earlier terminated as provided herein. Either party may
   terminate this Agreement for material breach by the other party
   that remains uncured thirty (30) days after written notice
   describing the breach. Upon any termination or expiration, Licensee
   shall cease all Commercial Use of the Software, destroy or return
   all copies in its possession or control, and, upon request, certify
   such destruction in writing. Sections 5, 6, 7 (disclaimer), 8, 10,
   and 11 survive termination.

10. Governing law and venue

    This Agreement shall be governed by and construed in accordance
    with the laws of Hungary and the applicable law of the European
    Union, without regard to conflict-of-laws principles and
    excluding the United Nations Convention on Contracts for the
    International Sale of Goods. The parties consent to the exclusive
    jurisdiction and venue of the competent courts of Hungary for any
    dispute arising out of or relating to this Agreement, without
    prejudice to any mandatory jurisdictional rules of European Union
    law (including, where applicable, Regulation (EU) No 1215/2012)
    that cannot be derogated from by agreement.

11. General

    This Agreement, together with any applicable Order, constitutes
    the entire agreement between the parties with respect to its
    subject matter and supersedes all prior or contemporaneous
    understandings. No modification of this Agreement is binding
    unless in writing and signed by both parties. If any provision is
    held unenforceable, the remaining provisions shall remain in full
    force and effect. Neither party may assign this Agreement without
    the other party's prior written consent, except that Licensor may
    assign this Agreement in connection with a merger, acquisition, or
    sale of substantially all of its assets.

To obtain a commercial licence, contact:

   Levente Meszaros
   levente.meszaros@gmail.com
