Spine Event Engine Development Support Agreement

Last updated: Sept 7, 2020

This Development Support Agreement (Agreement) is made and entered by and between TeamDev Management OÜ. (TDM, also we or us) and you, either a person or an entity (Customer, also you). In case you enter this agreement on behalf of any entity, you represent that you have the necessary authority to bind this entity to this Agreement.

This Agreement may be modified unilaterally by TDM. TDM will make an effort to notify you about important changes, however will not be obliged to keep you updated. It is your responsibility to keep current on the terms of this Agreement. The Agreement modification date will be reflected as “Last updated” on the top of the page. By continuing to use the Development Support, you agree to be bound by such changes.

WHEREAS

TeamDev Ltd. is a software development company owning the Framework, which maintains its principal place of business at Nauky Ave. 47, Kharkov, Ukraine.

TDM is a software development company, and is an official reseller of TeamDev Ltd. products. TDM has the right to license the TeamDev Ltd. products and provide development and support services related to TeamDev Ltd. software worldwide.

  1. Definitions

    “Development Support” shall mean the service provided by TDM in accordance with this Agreement.

    “Framework” shall mean Spine Event Engine framework owned and developed by TeamDev Ltd.

    “Modified Framework” is the Framework with any code or functionality addition or deletion, that was created as a result of the work pursuant to the terms of this Agreement.

    “Documentation” shall mean general developer documentation available at https://spine.io/docs/.

    “Development Support Pack” shall mean an amount of hours of Development Support that you can use over a limited period of time in accordance with the terms of this Agreement.

    “Customer Project” (“Your Project”) shall mean your software project developed based on the Framework.

    “Issue” shall mean non-conformance of the Framework’s performance to the Documentation or Framework’s API specification.

  2. Services

    1. Pursuant to your purchase of a Development Support Pack TDM shall provide to you the Development Support service, that shall include:

      (i) help with the use of the Framework;
      (ii) priority Issue resolution.

    2. The Development Support Pack shall be valid for twelve (12) months and shall expire on the first anniversary of the purchase date.

    3. One Development Support Pack shall include 100 hours. Upon expiration of the Development Support Pack unused support hours expire as well. We will not be able to credit the unused hours to other Development Support Packs that you purchase.

    4. TDM will provide Development Support service based on a standard eight (8) hour working day and a standard forty (40) hour work week Monday through Friday from 11 AM to 8 PM Eastern European time.

    5. One email. You agree that TDM will accept Development Support requests from your one email address that you provide to us at the time of the purchase. You represent and warrant that (i) you will only use your email address to submit the requests, (ii) will not provide us with false personal information, (iii) will not allow any other person or entity to use your email to submit requests to us.

  3. Results, Acceptance

    1. The Development Support activities may result in provision of a Modified Framework.
    2. The Modified Framework is deemed to be accepted when it is released as one of the official versions, whose descriptions are available at https://spine.io/versioning/.

  4. Costs and Payments

    1. The Development Support Pack is available based on the prepayment. The fees for the Development Support Pack shall be reflected on the official Spine Event Engine website and are subject to change without notice from TDM and with no liability to us.

    2. The fees are non-cancellable and non-refundable.

    3. You agree to pay all payments and taxes in relation to the payment transactions.

  5. Ownership

    1. The Framework is owned by TeamDev Ltd., copyrighted and protected by copyright laws and international treaty provisions. By using the Development Support you will not acquire any rights to the Framework. All rights not expressly granted herein are reserved by TeamDev Ltd.

    2. The Modified Framework and any supplemental software code or related materials shall be considered part of the Framework and are subject to the terms and conditions of this Agreement.

  6. NO WARRANTY

    You acknowledge that TDM will do its best effort, but will not be obliged to fix all the issues reported.

    THE DEVELOPMENT SUPPORT IS PROVIDED ON A STRICTLY “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE FRAMEWORK REMAINS WITH YOU.

    For the avoidance of doubt, TDM shall not be liable to you for any damages, expenses, and costs arising of any data loss as the result of using the Development Support.

  7. Indemnification

    1. TDM will defend Customer against, and pay the amount of any adverse final judgment (or settlement to which TDM consents) resulting from an unaffiliated third party claim(s) that the Framework or Modified Framework as provided by TDM under this Agreement: (i) infringe the party’s copyright; (ii) knowingly infringe the party’s patent, subject to Section 8 below. TDM’s obligations under the preceding sentence shall apply only if TDM is notified promptly in writing of the claim, has the opportunity to assume sole control over its defense or settlement, and Customer provides reasonable assistance in the defense of the same.

    2. In the event either party receives information concerning a copyright infringement claim related to the Framework or Modified Framework, TDM may at its expense, either (i) procure for Customer the right to continue to use the alleged infringing code, or (ii) replace or modify the Framework or Modified Framework to make them non-infringing, in which case, Customer will thereupon cease use of the alleged infringing Framework or Modified Framework. In the event TDM determines that neither of these alternatives is commercially reasonable, it will provide a credit for TDM products or services (whether under this Agreement or otherwise) equal to cost of the Development Support Pack purchased by the Customer during the period when such a claim is received, computed on a twelve (12) month straight-line amortization.

    3. TDM will have no liability for any infringement or misappropriation claim based on Customer’s (i) requirements or other content or information provided to TDM; (ii) use of the Framework or Modified Framework after written notice that Customer should cease use due to such a claim; (iii) combination of the Framework or Modified Framework with a software or hardware product, code, program or data not supplied by TDM; (iv) adaptation or modification of the Framework or Modified Framework not performed by TDM.

    4. Customer Indemnity. You are responsible and will indemnify and holds TDМ harmless for any and all losses, liability, or damages arising out of, or incurred in connection with, any infringement or misappropriation claim based on: (i) your use of the Framework, Modified Framework or Your Project, (ii) modifications you make to the Framework or Your Project.

    5. The foregoing states the parties’ exclusive liability and obligation arising out of any actual or alleged intellectual property or proprietary right infringement.

  8. Limitation of Liability

    TDM shall not be responsible for any error or nonconformities attributable to any modification to the Framework made by the Customer or third parties.

    IN NO EVENT SHALL TDM BE LIABLE TO THE CUSTOMER OR THIRD PARTIES FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY FORM OF SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF OR RELATING TO PERFORMANCE UNDER THIS AGREEMENT OR USE OF (OR INABILITY TO USE) THE FRAMEWORK, MODIFIED FRAMEWORK OR SERVICES PERFORMED HEREUNDER, EVEN IF TDM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF SUCH DAMAGES ARE CAUSED WHOLLY OR IN PART BY THE FRAMEWORK, MODIFIED FRAMEWORK OR THE NEGLIGENCE, ERROR, OR OMISSION OF TDM, ITS LICENSORS, DEVELOPMENT PARTNERS, SUBCONTRACTORS, AND THEIR RESPECTIVE AGENTS, OR EMPLOYEES.

    In any event, even if a court of law determines that this disclaimer is unenforceable, TDM’s total liability under this Agreement for damages, expenses, and costs, from any cause whatsoever, shall be limited to actual damages proven and, except for liability arising under Section 9, shall not exceed the total amount of fees paid to TDM by the Customer for the Development Support services that are the subject matter of any such court action.

  9. Confidentiality

    1. In the performance of this Agreement, each party may have access to confidential, proprietary or trade secret information owned or provided by the other party relating to the Development Support Services, Framework development and Customer Project: technology, ideas, know-how, documentation, processes, algorithms and trade secrets embodied in the Framework or Customer Project, marketing plans, business plans, financial information, specifications, any other information, except information specified as non-confidential, whether disclosed orally or in writing or in electronic form, that is identified as CONFIDENTIAL, PROPRIETARY or with a similar legend at the time of such disclosure, and other data (“Confidential Information”). All Confidential Information supplied by one party to another pursuant to this Agreement shall remain the exclusive property of the disclosing party.

    2. The receiving party (“Recipient”) shall protect the disclosing party’s (“Discloser”) Confidential Information using the same degree of care which each party uses with respect to their own proprietary information and shall not, directly, indirectly, or inadvertently: (i) use Confidential Information for purposes other than specified in this agreement; or (ii) disclose any Confidential Information to its subcontractors, agents, or other third party without the Discloser’s prior written consent, except for a limited number of employees on a need-to-know basis, and with respect to the technical information provided by the Customer in order to receive the Development Support, to TeamDev Ltd., provided that TeamDev Ltd. is bound by a confidentiality agreement with the level of protection not less than provided in this section. Each party’s obligations regarding the protection of Confidential Information shall survive any expiration or termination of the Agreement.

    3. Neither party shall have any obligation with respect to Confidential Information which:

      1. is publicly available as OSS;
      2. is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party;
      3. was previously known to the receiving party or rightly received by a receiving party from a third party;
      4. is independently developed by the third party.

  10. Personal Information

    TDM will collect and process your personal information in accordance with our privacy policy.

  11. Trademarks

    This Agreement does not grant any rights to use the trademarks or trade names: “TeamDev”, “Spine Event Engine”, or any other trademarks, service marks, logos or trade names belonging to TeamDev Ltd or TDM. Licensee agrees not to use any marks belonging to TeamDev Ltd. ot TDM in or as part of the name of products based on the Framework.

  12. Term and Termination

    1. You may terminate this Agreement at any time by stopping using the Development Support.

    2. We have the right to terminate this agreement without penalty to us in case of your abuse of the Development Support or breach of this Agreement.

    3. Neither party, shall by reason of the termination of this Agreement, be liable to the other for compensation, reimbursement or damages on account of the loss of prospective profits on anticipated sales, or on account of expenditures, investments, leases or commitments in connection with the business or goodwill of the other.

    4. Section 6 “NO WARRANTY,” 8 “Limitation of Liability,” 9 “Confidentiality,” and section 11 “Trademarks” shall remain effective after the termination of this Agreement.

  13. General Provisions

    1. Law. The parties agree that this Agreement is governed by the laws of Republic of Estonia and mutually consent to the exclusive jurisdiction and venue in the courts of Tallinn, Estonia, and expressly disclaim the applicability of the laws of any other state or jurisdiction to the maximum extent possible. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs, and other expenses, including the costs and fees incurred on appeal or in a bankruptcy or similar action.

    2. Severability. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Agreement, which shall remain in full force and effect.

    3. Notices. By providing us your email address you consent to our using the email address to send you notices related to the services provided under this Agreement, including any notices required by law, in lieu of communication by postal mail.