PLEASE READ THESE LICENCE TERMS CAREFULLY BEFORE DOWNLOADING ANY SOFTWARE:

These terms, incorporating the order details submitted by you in relation to the Licenced Materials (defined below) on https://www.ag-grid.com/ecommerce/#/ecommerce/ ("Site") on the Effective Date (defined below) ("Order"), terms and conditions and schedules: ("Terms"), is entered into between AG GRID LTD (registered number 07318192) ("Licensor" or "us") and the entity whose details are set out on the Order ("Licensee" or "you") effective as of the date of acceptance of these Terms ("Effective Date").

BY CHECKING / TICKING THE ACCEPTANCE CHECKBOX BELOW THESE TERMS ON THE SITE, YOU CONFIRM THAT YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND ACKNOWLEDGE THAT THEY CONSTITUTE A LEGALLY BINDING CONTRACT BETWEEN US AND YOU.

IF YOU ARE ACTING ON BEHALF OF ANY ORGANISATION, YOU CONFIRM THAT YOU HAVE THE REQUISITE AUTHORITY, POWER AND RIGHT TO FULLY BIND THAT ORGANISATION.

IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE PLEASE CLOSE YOUR BROWSER WINDOW.

TERMS AND CONDITIONS

  1. Definitions and interpretation

"Affiliate" means in relation to a party any corporate entity Controlled directly or indirectly by that party, any corporate entity that Controls, directly or indirectly that party or any corporate entity under common Control with that party;
"Application" means any software, application or elements developed by or on behalf of the Licensee using the Software;
"Business Day" means each day which is not a Saturday, Sunday or public holiday in the country in which the Licensor is located (UK);
"Confidential Information"

means all information (whether written, oral or in some other form) disclosed to or obtained by one party (whether directly or indirectly) from the other (whether before or after the signing of these Terms), including all information relating to that other's business, operations, systems, processes, products, trade secrets, know-how, contracts, finances, plans, strategies or current, former or prospective clients, customers, partners or suppliers (together with copies made of any of the foregoing) and which information is marked as being confidential or might reasonably be assumed to be confidential, but excluding information which:

    (a) is available to the public other than because of any breach of these Terms;

    (b) is, when it is supplied, already known to whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others;

    (c) is independently obtained by whoever it is disclosed to in circumstances in which they are not prevented from disclosing it to others; or

    (d) is trivial or obvious;

"Control" means the power to direct the management and policies of an entity whether through the ownership of voting capital, by contract or otherwise; and a holding or subsidiary company of any entity shall be deemed to be an Affiliate of that entity;
"Data Protection Legislation" means all applicable legislation for the time being in force pertaining to data protection, data privacy, data retention and/or data security (including the General Data Protection Regulation (Regulation 2016/679) ("GDPR") the Privacy and Electronic Communication Directive (Directive 2002/58/EC) and national legislation implementing or supplementing such legislation in the United Kingdom and any applicable member state of the European Union, including the Data Protection Act 2018) and all associated codes of practice and other guidance issued by any applicable data protection authority;
"Deployment Licence" means a licence of the Licensed Materials granted to the Licensee in addition to either the single application developer licence or multiple applications developer licence, which permits the Licensee to sub-licence the Licensed Materials in accordance with the terms of these Terms;
"Documentation" means the operating manuals, user instructions, technical literature and all other related materials in eye-readable form supplied to the Licensee by the Licensor (whether in online, electronic or printed form) for aiding the use and application of the Software;
"Effective Date" means the date of your purchase of the Licenced Materials;
"Error" means any error, defect or malfunction in the Software that: (a) causes the integrity of its data to be compromised or corrupted; (b) causes an unexpected error message or fatal error to occur while using the Software; (c) causes the Software to fail to conform to any applicable warranties, including those set out in clause 4.1;
"Extended Term" has the meaning set out in clause 10;
"Initial Term" has the meaning set out in clause 10;
"Insolvency Event"

means, in relation to a person (which includes an individual and a legal person, such as a limited company), any of the following events:

    (a) a meeting of creditors of that person being held or an arrangement or composition with or for the benefit of its creditors (including a voluntary arrangement as defined in the Insolvency Act 1986) being proposed by or in relation to that person;

    (b) a chargeholder, receiver, administrative receiver or other similar person taking possession of or being appointed over or any distress, execution or other process being levied or enforced (and not being discharged within seven days) on the whole or a material part of the assets of that person;

    (c) that person ceasing to carry on business or being deemed to be unable to pay its debts within the meaning of section 123 Insolvency Act 1986 (except that, for the purposes of these Terms, the reference to £750 in section 123(1) of that Act shall be construed as a reference to £10,000);

    (d) that person or its directors or the holder of a qualifying floating charge or any of its creditors giving notice of their intention to appoint, appointing or making an application to the court for the appointment of, an administrator;

    (e) a petition being advertised or a resolution being passed or an order being made for the administration or the winding-up, bankruptcy or dissolution of that person; or

    (f) the happening in relation to that person of an event analogous to any of the above in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets.

"Intellectual Property Rights" means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action);
"Know-how" has the meaning set out in clause 5.3;
"Licence Fees" means the fees for the Licensed Materials, as set out on the Order;
"Licensed Materials" means, collectively, the Software and any applicable Documentation;
"Licensee Developers" means the Licensee's employees, workers and contractors who are authorised by the Licensor to, and qualified to, develop software products that include the Software;
"Licensee Materials" means all intellectual property, works, products, documentation, information, data and other material of any kind (including computer software and firmware, designs and specifications) provided or made available by or on behalf of the Licensee in connection with the Support Services and/or these Terms;
"Licensor Materials" means all intellectual property, works, products, documentation, information, data and other material of any kind provided or made available by or on behalf of the Licensor in connection with the Support Services and/or these Terms and which existed prior to the Effective Date;
"Losses" means all losses, liabilities, demands, claims, judgments, awards, damages, amounts payable in settlement, costs and expenses (including all legal and other professional fees, expenses and disbursements);
"Modification" means (a) any addition to or deletion from the contents of a file included in the Software or previous Modifications created by the Licensee; and/or (b) any new file that leverages any part of the Software or previous Modifications;
"New Version" means any new version of the Software which from time to time is publicly marketed and offered for licensing by the Licensor in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product;
"Production Environment" means a computer, server, collection of servers, a data centre, a cloud instance, container or similar where the Licensee's services and/or store are made available to the Licensee's customers;
"Software" means the ag-Grid-Enterprise software made available by the Licensor;
"Source Code" means the human-readable form of computer software, together with all documentation and comments relating thereto sufficient for a reasonably skilled computer programmer to understand, use, support and modify such computer software;
"Support Forum" has the meaning given to it in paragraph 1 of schedule 1;
"Support Release" means a release of the Software which corrects faults, adds functionality or otherwise amends or upgrades the Software, but which does not constitute a New Version;
"Support Request" means a request communicated by the Licensee to the Licensor via the Support Forum, to report an Error and to request correction of the Error, or to request some other support service or assistance;
"Support Services" means the Support Services, to be provided by the Licensor in respect of the Software, as set out in schedule 1; and
"Update" means any Support Release or New Version.
  1. Provision of Licensed Materials and Support Services

  2. Price of Licensed Materials and payment

  3. Warranties

  4. Intellectual Property Rights

  5. Indemnities

  6. Exclusions and limitations

  7. Confidentiality

  8. Data protection

  9. Term

  10. These Terms shall commence on the Effective Date and shall, unless sooner terminated in accordance with its terms, continue for an initial term of 12 months ("Initial Term"), when it shall terminate automatically without notice unless, no later than 1 month before the end of the Initial Term (or any Extended Term agreed under this clause), the parties agree in writing that the term of these Terms shall be extended for a period of 12 months (each an "Extended Term"). Unless it is further extended under this clause 10 or terminated earlier in accordance with these Terms, these Terms shall terminate automatically without notice at the end of an Extended Term.
  11. Termination

  12. Consequences of termination

  13. Force majeure

  14. Neither party will be liable to the other for any failure or delay in performing its obligations under these Terms which arises because of any circumstances which it cannot reasonably be expected to control (including any fire, flood, earthquake, elements of nature or acts of God, acts of war (whether or not war is declared), terrorism, riots, civil disorders, rebellions or revolutions, strikes, lock outs or other form of industrial action.
  15. General

  16. SCHEDULE 1

    Support Services

  17. Scope of Support Services

  18. Corrective maintenance

  19. Software updating service

  20. SCHEDULE 2

    Personal Data

    For the purposes of clause 10.2, the parties set out below a description of the personal data being processed under these Terms and further detail required pursuant to the GDPR.
  21. Types of personal data Personal details (title, first name, last name), position, contact information, location data, employer, delivery information, services provided, financial information (bank or credit/debit card details).

  22. Duration of processing Until the earliest of termination of these Terms in accordance with its terms or the date upon which processing is no longer necessary for the purposes of either party performing its respective obligations under these Terms (to the extent applicable).

  23. Nature of processing Collection, storage, duplication, electronic viewing, deletion and destruction.

  24. Purpose of processing Provision of support to enable use of the Software.

  25. Categories of data subject Officers, employees and temporary staff of Licensee.