1. Definitions.

“Business” means goods and/or services provided or to be provided at standard commercial terms between You and the Partner. For the avoidance of any doubt, the sole subject of the Business must not be use, provision, development or integration of the Software and/or Subsequent Work and such activities can only be ancillary to Your core business.

“License” shall mean the rights specified in Section 2 granted under this Agreement.

“Licensor” shall mean the owner of the Software specified above.

“PaaS” shall mean providing Software and/or Subsequent Work as a service enabling any Partner to create Subsequent Work directly and/or via its APIs.

“Partner” means any third-party person.

“Public Service” means any service provided in the public interest by institutions (governmental bodies, municipalities, independent state-funded institutes such as schools etc.) or non-profit organizations within their role or mission.

“SaaS” shall mean providing Software and/or Subsequent Work as a service enabling any Partner to use the Software and/or Subsequent Work directly and/or via its APIs.

“Software” shall mean the computer program designated to enable the creation of application, representing a work of authorship proprietary to Licensor, made available under the License to which this Agreement is attached.

“Subsequent Work” shall mean any work that is based on (or derived from) the Software. For the purposes of this License, Subsequent Work shall not include work that remains separable from, or merely link (or bind by name) to the interfaces of, the Software and/or Subsequent Work thereof.

“You” (or “Your”) shall mean an individual or legal entity exercising permissions granted by this License.

2. Grant of the License.

Subject to the terms and conditions of this License, Licensor hereby grants to You a perpetual, worldwide, non-exclusive, free of charge, irrevocable license to a copy of the Software, enabling you to use, copy, modify or merge the copy of the Software and/or prepare Subsequent Work of, publicly display, publicly perform, sublicense, and distribute the Software and such Subsequent Work.

3. Redistribution.

You may reproduce and distribute copies of the Software or Subsequent Work thereof in any medium, with or without modifications, provided that You meet the following conditions:

1. You must procure that any other recipients of the Software or Subsequent Work is familiar with this Agreement and adheres to the scope of License and restrictions formulated in this Agreement;
2. You must cause any modified files to carry prominent notices stating that You changed the files;
3. You must not provide PaaS;
4. You must not provide SaaS for other purposes than as an integral part of the Business or Public Service (in the relationship between You and the Partner).

You may add Your own notices to Your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of Your modifications, or for any such Subsequent Work as a whole, provided Your use, reproduction, and distribution of the Software otherwise complies with the conditions stated in this License.

4. Third-Party Software.

The Software includes third-party open-source code software. Any third-party open-source code software included herein is provided pursuant to its license terms and conditions with which You must comply. The list of Third-Party Software components is listed in Annex 1 to this Agreement.

5. Disclaimer of Warranty.

Unless required by applicable law or agreed to in writing, Licensor provides the Software on an “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, either express or implied, including, without limitation, any implied warranties of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Software and assume any risks associated with Your exercise of permissions under this License.

6. Limitation of Liability.

In no event, unless required by applicable law or agreed to in writing, shall Licensor be liable to You for any damages of any type arising as a result of this License or out of the use or inability to use the Software (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if Licensor has been advised of the possibility of such damages. If the liability for damages cannot be excluded under applicable law, Licensor will be liable up to the amount paid for use of License by You.

7. Termination.

If you are in breach of the terms and conditions of this License, this Agreement, including the rights granted under it, will automatically terminate with immediate effect.

8. Governing Law and jurisdiction.

Slovak law shall apply exclusively, excluding the conflict of laws rules of private international law (IPR) and the UN Convention on Contracts for the International Sale of Goods (CISG). All disputes arising from or in connection with this Agreement shall be finally resolved by the courts of Slovak Republic.