These App Terms and Conditions (“Agreement”) regulates your access and use of the accompanying application or integration (the “App”). The Agreement is between your company (“Customer”) and LeanIX Inc (if you are based in the Americas) or LeanIX GmbH (if you are based elsewhere)("LeanIX”). Please be aware that by downloading or using the App you are accepting this Agreement, and you represent and warrant that you have the authority to enter on Customer's behalf into - and to legally bind Customer to - the terms below. Should you need an executed copy of this Agreement, please contact legal@leanix.net. LeanIX is only willing to provide the App to you on the condition that you accept all of the terms contained in this agreement, so if you are unwilling or unauthorized to accept this Agreement, do not access or use the App.
1.
Rights in the Apps. Customer shall be entitled to access and use the App, and to grant its own and its own affiliates' employees access and use rights to the App, for its own internal business purpose subject to the terms of this Agreement. If an App is made available by LeanIX free of charge, such rights will commence upon download. In the event LeanIX makes available the App against the payment of Fees, a separate Order Form and/or SOW shall be executed by the parties prior to Customer being allowed to download the App. Except to the extent otherwise provided under said OF and/or SOW, the terms of this Agreement apply to Customer's access and use of the App. For clarity, an App can only be accessed and used in connection with a LeanIX workspace, and Customer's right to access and use the App is therefore conditional upon prior purchase and deployment of a LeanIX workspace. Customer is not entitled to a copy of the App apart from its deployment on an authorized LeanIX workspace. Customer shall remain responsible for the use of the App by its users.
2.
Ownership. The App is protected by copyrights and other intellectual property rights. All worldwide copyright and other intellectual property rights in the App, and all copies of the App however made, are the exclusive property of LeanIX and its licensors. All rights in and to the App not expressly granted in this Agreement are reserved by LeanIX.
3.
Restrictions on Use. Customer may not do (or permit others to do) any of the following: (a) modify, adapt, alter, translate, or create derivative works of the App, except to the extent allowed by using the configuration functionalities provided by LeanIX; (b) merge or otherwise integrate the App with external components or other software except to the extent these components are provided by LeanIX; (c) sublicense, lease, rent, loan, assign or otherwise transfer the App or any license hereunder to any third---party; (d) reverse engineer, decompile or disassemble the App or otherwise attempt to derive the source code of the App except to the extent expressly permitted by applicable law; (e) remove, alter, or obscure any confidentiality or proprietary notices (including copyright or trademark notices).
4.
Disclaimer of Warranty. THE APP IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. LEANIX EXCLUDES AND DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON---INFRINGEMENT, TITLE, RESULTS, EFFORTS OR QUIET ENJOYMENT. THERE IS NO WARRANTY THAT THE APP IS ERROR---FREE OR WILL FUNCTION WITHOUT INTERRUPTION. CUSTOMER ASSUMES THE ENTIRE RISK ARISING OUT OF THE PERFORMANCE OR USE OF THE APP.
5.
Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF THIS AGREEMENT EXCEED ONE THOUSAND DOLLARS ($1,000 USD). THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. LEANIX FURTHER DISCLAIMS ALL LIABILITY RELATING TO CUSTOMER DATA ENTERED INTO THE TRIAL WORKSPACE. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES ARISING HEREUNDER. THE LIMITATIONS OF LIABILITY UNDER THE PRESENT SECTION SHALL NOT APPLY TO A PARTY'S LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR A BREACH OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS ("IP RIGHTS”).
6.
Term and Termination. The term of Agreement (“Term”) will commence upon acceptance and will remain in effect until the earliest of (a) termination or expiration of Customer's subscription to a LeanIX workspace; (b) termination by either Party of this Agreement for any reason, upon written notice to the other Party. Customer will not be entitled to a refund of any fees paid hereunder in case of any termination. Upon expiration or termination of this Agreement, the rights to use or access the App terminate, and the App shall be removed from the applicable LeanIX workspace.
7.
Survival. All provisions regarding payment obligations, warranties, liability, and limits thereon, confidentiality and/or protections of proprietary rights and trade secrets shall survive the termination of this Agreement.
8.
General Provisions.
8.1.
Choice of Law and Venue. All disputes connected with this Agreement will be governed by and construed in accordance with the laws of Massachusetts, without effect to its conflict of laws principles. All disputes arising under, out of, or in any way connected with this Agreement will be litigated exclusively in the state and federal courts located in Boston, Massachusetts. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (USA) do not apply to this Agreement.
8.2.
Compliance with Laws. Customer shall comply with all applicable export and import control laws and regulations in using the App.
8.3.
Relationship between the Parties. The parties are independent contractors neither party is the agent, partner, employee, fiduciary or joint venturer of the other party under this Agreement.
8.4.
Assignments. Customer may not assign or transfer, by operation of law or otherwise, any of Customer's rights under this Agreement to any third---party without Vendor's prior written consent. Any attempted assignment or transfer in violation of the foregoing will be void. Vendor may freely assign its rights or delegate its obligations under this Agreement.
8.5.
Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
8.6.
Severability. If any provision of this Agreement is held unenforceable by a court, such provision may be changed and interpreted by the court to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
8.6.
Entire Agreement. This Agreement constitutes the final and entire agreement between the parties regarding the subject of this Agreement and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both parties.
APP TERMS AND CONDITIONS | Release Date: May 1st 2023 | V. 1.0