Inkline Pro License Agreement

1. Introduction

1.1. Agreement Parties

Pixevil Creative Web SRL, a limited liability company ("the Company", "Inkline", "we", "us", and "our") based in Romania, and the organization or individual who has purchased or is presently purchasing a Inkline Pro license through the Online Store at inkline.io ("the Customer", sometimes with Inkline, the "parties") agree:

1.2. Agreement Scope and Products

Inkline is a Software Development company that develops and licenses the following software products:

Inkline Free, an Open Source Vue.js UI Library, licensed under MIT License, published at github.com/inkline/inkline and inkline.io
Inkline Pro, an extension of Inkline Free, containing additional enterprise components and enterprise software, licensed under the terms of this agreement, published as a private NPM package at npm.inkline.io
other related software, published at github.com/inkline and inkline.io, typically released as open-source software under the MIT License. You can find the license information for each software in the LICENSE file in the root of the open-source software repository.

2. Definitions

For the purpose of this License Agreement ("License", "Agreement"), the following definitions apply:

"The Company", "Inkline", "We", "Us", "Our" refer to Pixevil Creative Web SRL, the company that develops and licenses Inkline Pro
"The Customer", "You", "Your" refer to the individual or entity that has purchased or is presently purchasing a Inkline Pro license through the Online Store at inkline.io
"Projects" are the software applications and other works that Team Members create using Inkline Pro
"Team Members" are the Customer's employees, contractors, software developers, and other personnel who the Customer appoints to use Inkline Pro under this agreement. The Customer is also considered a Team Member
"Embed" means to include Inkline Pro in Projects in a way that makes Inkline Pro a part of those Projects
"License" is the permission this agreement gives the Customer to use Inkline Pro
"Payment" is the fee the Customer owes under this agreement
"Online Store" is the online store operated by Inkline at inkline.io
"NPM Registry" is the private NPM Registry operated by Inkline at npm.inkline.io

3. License

3.1. License Grant

In exchange for the subscription fee the Customer owes under Payment, Inkline grants the Customer a License, under all the copyrights and any patent rights Inkline can license during the term of this agreement, to use Inkline Pro as described in What the Customer May Do, What Team Members May Do, and What Team Members May Not Do.

3.2. Scope and Limitations

The License granted under this agreement is in addition to, and separate from, Inkline's public licenses for Inkline Free. This License agreement and the public licenses for Inkline Free will be read separately, as independent legal documents.

4. Rights and Obligations

4.1. What the Customer May Do

4.1.1. Manage Team Members

The Customer is granted the flexibility to manage their team structure dynamically. Specifically, the Customer can:

Appoint New Team Members: At any time, the Customer may invite new individuals to join as Team Members, granting them access to Inkline Pro under the terms of this agreement.
Remove Team Members: The Customer has the right to revoke any individual's Team Member status. Prior to removal, the Customer must ensure the individual ceases use of Inkline Pro and deletes any installations or copies of Inkline Pro from their devices. Adjustments to the Customer's invoice, reflecting the revised Team Member count, will be processed promptly to ensure accurate billing.

Download: The Customer may download the latest version of Inkline Pro from the Online Store or the Inkline NPM Registry at any time
Backup: Creating backup copies of Inkline Pro for security and operational continuity is encouraged
Share: The Customer is permitted to share copies of Inkline Pro with Team Members, facilitating collaboration and development within the organization

4.2. What Team Members May Do

Team Members are authorized to embed Inkline Pro in projects, including those intended for commercial sale, under the following conditions:

Download: Team Members may download the latest version of Inkline Pro from the Online Store or the Inkline NPM Registry at any time
Copy: Team Members are allowed to make copies of Inkline Pro for development and backup purposes
Modify: Making modifications to Inkline Pro components to better suit project needs is permitted
Share: Sharing these modifications or unmodified copies of Inkline Pro with other Team Members enhances collaborative development efforts

4.2.2. Embed in Projects

Team Members are empowered to Embed Inkline Pro in various projects, including but not limited to:

Websites and Software Applications: Utilizing Inkline Pro to develop and publish websites, web applications, and software applications is encouraged. The embedded Inkline Pro components can be modified or used as-is.

Active License Requirement: This permission is strictly limited to the duration for which the License remains valid and has not been terminated.

4.2.3. Pass on Permission to Use Projects

Team Members can grant third parties permission to use, copy, publicly display, and run projects incorporating Inkline Pro. This permission is limited to the context of the Project and does not extend to standalone use or modification of Inkline Pro components.

4.2.4. Use Inkline Pro

Installing and using Inkline Pro on personal or company computers for development, testing, and Project implementation is permitted within the Customer's License scope.

4.2.5. Commercial Distribution

Team Members may use Inkline Pro in the development and commercial distribution of websites, web applications, and software applications, provided that such distribution is compliant with the terms of this license agreement.

License Requirement for End Users: Before distributing a Project that includes Inkline Pro, the Customer must ensure that either:

The Customer maintains a valid Inkline Pro License covering the use of Inkline Pro within the project being sold, or
The end customer purchasing the Project acquires their own valid Inkline Pro License prior to or upon purchase.

This provision allows for the flexibility needed to incorporate Inkline Pro into various commercial endeavors while ensuring that the necessary licensing requirements are met.

4.3. What Team Members May Not Do

4.3.1. Distribute to Non-Team Members

Distributing standalone copies of Inkline Pro outside the organization, whether modified or unmodified, is strictly prohibited. This ensures that Inkline Pro's value remains within licensed entities, protecting its intellectual property and encouraging fair use.

4.3.2. Pass on Permission to Make Changes or Embed

Team Members cannot authorize non-Team Members to modify Inkline Pro or Embed it in new Projects. This restriction is crucial for maintaining control over the distribution and use of Inkline Pro, ensuring that any third-party wishing to utilize Inkline Pro directly obtains a License, thereby adhering to the software's licensing terms.

4.3.3. Bypass End User Licensing

It is prohibited for Team Members to bypass the licensing requirements by distributing Inkline Pro embedded in Projects without ensuring that the end user either:

Is covered under the Customer's valid Inkline Pro License, or
Has obtained their own valid Inkline Pro License.

4.3.4. Continue Use After License Expiration or Termination

Use and Storage: Team Members may not continue to use or keep any copies Inkline Pro upon the expiration or termination of the License agreement. This includes any integration of Inkline Pro within Projects that are ongoing or in development.
Hosting and Distribution: After the expiration or termination of the License agreement, hosting projects using Inkline Pro on any platforms or repositories is expressly prohibited. This ensures that all instances of Inkline Pro are removed from circulation outside of a valid licensing period.

5. Software Availability, Updates and Support

5.1. Access to Downloads

While this agreement continues, Inkline agrees to make the latest versions of Inkline Pro available to download via the Online Store and the Inkline NPM Registry.

5.2. Updates Policy

Inkline is committed to continuously improving Inkline Pro through regular software updates and upgrades. These Updates may include, but are not limited to, templates, new components, bug fixes, security patches, new features, and performance enhancements.

This agreement covers:

currently available Inkline Pro
any new Inkline Pro that Inkline releases during the term of this agreement

5.2.1. After this Agreement Ends

When this agreement ends, the Customer's License is no longer entitled to Updates. The Customer's License will not cover new versions released after this agreement ends.

5.3. Support

Inkline commits to providing reasonable support services to the Customer for Inkline Pro through email, documentation, and other digital channels. This includes assistance with installation, troubleshooting, and guidance on best practices for using Inkline Pro. Inkline will endeavor to respond to support inquiries within a reasonable timeframe, acknowledging that response times may vary depending on the complexity of the inquiry and current support volumes.

6. Financial Terms

6.1. Payment Obligations

The Customer agrees to pay the license fee for Inkline Pro specified via the Online Store at the time Customer entered this agreement, using a payment method accepted by the Online Store.

6.2. Refund Policy

The Customer has the option to terminate the agreement early, subject to a full refund if terminated within 14 days.

7. Term and Termination

This agreement will continue for the term specified via the Online Store. This agreement will automatically renew at the end of the specified term unless terminated by the Customer through the Online Store. Inkline also reserves the right to offer renewal terms and conditions different from those in the initial agreement, which the Customer may accept or decline.

8. Security and Privacy

The Customer agrees to implement reasonable security measures to protect Inkline Pro license keys and Online Store access credentials against unauthorized use, disclosure, or access. This includes, but is not limited to, secure storage of keys and credentials, limiting access to authorized personnel, and using encryption where applicable. In the event of suspected or actual unauthorized use or disclosure, the Customer must promptly notify Inkline to allow for timely mitigative actions.

9. Compliance and Enforcement

9.1 Compliance with Agreement Terms

If Inkline has reasonable grounds to believe that the Customer or any of their Team Members has breached this agreement, Inkline reserves the right to initiate a fair and transparent investigation into the alleged breach. Upon confirmation of a breach, Inkline may, at its discretion, terminate this agreement and/or restrict the Customer's ability to download Inkline Pro from the Online Store and NPM Registry.

9.2. Breach and Remedies

Inkline agrees to send notice to the e-mail address the Customer provided via the Online Store promptly after terminating this agreement or restricting access. Where possible, Inkline will provide the Customer with an opportunity to remedy the breach within a specified period before taking further action. These abilities do not limit Inkline's ability to enforce this agreement in other ways, such as by taking legal action.

10. Legal and Warranty

10.1. Guarantee

Inkline guarantees that the Company has all legal rights needed to license Inkline Pro under this agreement.

10.2. Disclaimer

Inkline makes only the guarantee in Guarantee. Otherwise, the Company provides Inkline Pro entirely as is, without any warranty at all. THE TERMS SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS WHATSOEVER, WHETHER STATUTORY, COMMONLAW, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND SATISFACTORY QUALITY. CUSTOMER EXPRESSLY WAIVES ANY RIGHTS THAT IT MIGHT OTHERWISE HAVE.

10.3. Limitation of Damages

If the Customer takes legal action against Inkline related to Inkline Pro, under contract law, tort law, or any other kind of law, the Customer's damages will be capped at the amount of fees the Customer actually paid Inkline under this agreement. Under no circumstance shall the Customer be entitled to punitive, exemplary, consequential, or indirect damages. If the Company takes legal action against the Customer related to Inkline Pro, under contract law, tort law, or any other kind of law, Inkline shall not be entitled to receive punitive, exemplary, consequential, or indirect damages.

11. General Contractual Provisions

11.1. Entire Agreement

These are the final, complete, and only expression of our agreement about Inkline Pro.

11.2. Enforcement by the Parties

Only the Customer and Inkline can enforce rights under this agreement.

11.3. Amendment and Modification

We will change or add to the terms of this agreement only by cosigning written amendments.

11.4. Assignment

The Customer may not assign any right or license under this agreement. The Company may assign its rights and obligations under this agreement, as a whole, to a new legal entity created to change its jurisdiction or legal form of organization, or to an entity that acquires Inkline assets related to Inkline Pro or enough securities to control Inkline's management. Any attempt to assign against the terms of this agreement will have no legal effect.

11.5. Governing Law and Dispute Resolution

This agreement is governed by the laws of Romania, without regard to its conflict of law principles. Any disputes arising from or related to this agreement shall be resolved through mediation prior to seeking arbitration or litigation. Both parties agree to engage in good faith negotiations to settle any dispute before resorting to arbitration, with arbitration to be conducted in Romania under the rules of the Romanian Arbitration Association.

11.6. Integration with Terms of Service

This agreement is also subject to the Terms of Service between the parties. The Terms of Service, available on the inkline.io website, are incorporated into this agreement by reference as if fully restated herein. This agreement and the Terms of Service shall be read and interpreted together.