All original Django code remains licensed under its original BSD license.

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Software License Agreement

Date

Monday 26th July 2021

Parties

  1. Wasuremono Limited, a company incorporated in Hong Kong (company number 2883872) (the "Licensor"); and
  2. Example Co having its registered office at 1 Main St, Exampleton (the “Licensee").

Agreement

1. Definitions

1.1 In this Agreement:

"Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time;

"Business Day" means any weekday other than a bank or public holiday in England;

"Business Hours" means the hours of 09:00 to 18:00 GMT/UTC on a Business Day;

"Charges" means the following amounts: (a) the amounts specified in Part 7 of Schedule 1 (Software Licence Particulars); (b) such amounts as may be agreed in writing by the parties from time to time; and (c) amounts calculated by multiplying the Licensor's standard time-based charging rates (as notified by the Licensor to the Licensee before the date of this Agreement) by the time spent by the Licensor's personnel performing the Services (rounded down by the Licensor to the nearest half hour);

"Confidential Information" means the Licensor Confidential Information and the Licensee Confidential Information;

"Control" means the legal power to control (directly or indirectly) the management of an entity (and "Controlled" should be construed accordingly);

"Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Licensee Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679);

"Documentation" means the documentation for the Software produced by the Licensor and delivered or made available by the Licensor to the Licensee;

"Effective Date" means the date of execution of this Agreement;

"Export Laws" means all applicable laws restricting and/or regulating: (a) the inter-jurisdictional import, export, supply, disclosure, transfer or transmission of goods, services, software, technology, technical know-how, data and/or information; and/or (b) the import, export, supply, disclosure, transfer or transmission of goods, services, software, technology, technical know-how, data and/or information to designated entities or persons, or to designated classes of entities or persons;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

"Licensee Confidential Information" means: (a) any information disclosed by the Licensee to the Licensor during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked as "confidential" or should have been understood by the Licensor (acting reasonably) to be confidential;

"Licensee Indemnity Event" has the meaning given to it in Clause 16.1;

"Licensee Materials" means all works and materials supplied by or on behalf of the Licensee to the Licensor for incorporation into or integration with the Software, or for use in connection with the Services;

"Licensee Personal Data" means any Personal Data that is processed by the Licensor on behalf of the Licensee in relation to this Agreement;

"Licensee Systems" means the computer and networking hardware and software systems of the Licensee that will or may interact with the Software;

"Licensor Confidential Information" means: (a) any information disclosed by or on behalf of the Licensor to the Licensee at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure: (i) was marked or described as "confidential"; or (ii) should have been reasonably understood by the Licensee to be confidential; (b) the Source Code; (c) the terms of this Agreement;

"Minimum Term" means, in respect of this Agreement, the period of 1 month beginning on the Effective Date;

"Personal Data" has the meaning given to it in the Data Protection Laws;

"Platform Terms and Conditions" means the agreement incorporated in the Services Order Form completed and submitted by the Licensee, included in Schedule 3;

"Prerequisite Software" means third party software that is required to enable the Software to function and has been identified in the Software Specification;

"Schedule" means any schedule attached to the main body of this Agreement;

"Services" means any services that the Licensor provides to the Licensee under this Agreement;

"Services Order Form" means an online order form published by the Licensor and completed and submitted by the Licensee;

"Set Up Services" means the installation, integration and configuration of the Software in accordance with Part 2 of Schedule 1 (Software Licence Particulars);

"Software" means the software identified in Part 1 of Schedule 1 (Software Licence Particulars);

"Software Specification" means the specification for the Software set out in Part 1 of Schedule 1 (Software Licence Particulars), as it may be varied by the written agreement of the parties from time to time;

"Source Code" means the Software code in human-readable form or any part of the Software code in human-readable form, including code compiled to create the Software or decompiled from the Software; and

"Term" means the term of this Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2.

2. Term

2.1 This Agreement shall come into force upon the Effective Date.

2.2 This Agreement shall continue in force until the Licensee terminates their agreement to the Platform Terms and Conditions, upon which this Agreement shall terminate automatically, subject to termination in accordance with Clause 19 or any other provision of this Agreement.

3. Supply of Software

3.1 The Licensor shall make the Software available for download by the Licensee during the whole of the period of the Term, and shall provide to the Licensee such assistance in relation to the download of the Software as the Licensee may reasonably request.

4. Set Up Services

4.1 The Licensor shall provide the Set Up Services to the Licensee.

4.2 The Licensor shall use reasonable endeavours to ensure that the Set Up Services are provided upon or promptly following the Effective Date.

4.3 The Licensee acknowledges that a delay in the Licensee performing its obligations in this Agreement may result in a delay in the performance of the Set Up Services; and subject to Clause 17.1 the Licensor will not be liable to the Licensee in respect of any failure to meet the Set Up Services timetable to the extent that that failure arises out of a delay in the Licensee performing its obligations under this Agreement.

4.4 Subject to any written agreement of the parties to the contrary, any Intellectual Property Rights that may arise out of the performance of the Set Up Services by the Licensor shall be the exclusive property of the Licensor. If the works arising out of such performance form part of the Software, they shall be licensed to the Licensee under Clause 5.

5. Licence

5.1 The Licensor hereby grants to the Licensee from the date of supply of the Software to the Licensee until the end of the Term a non-exclusive worldwide licence to: (a) install a single instance of the Software; (b) use a single instance of the Software in accordance with the Documentation; (c) create, store and maintain back-up copies of the Software; and (d) integrate, update and upgrade the Software, subject to the limitations and prohibitions set out and referred to in this Clause 5.

5.2 The Licensee may not sub-license and must not purport to sub-license any rights granted under Clause 5.1.

5.3 The licence granted by the Licensor to the Licensee in Clause 5.1 is subject to the limitations regarding the number of installations set out in Part 4 of Schedule 1 (Software Licence Particulars).

5.4 The Software may only be used by the officers and employees of the Licensee, and the officers and employees of the Licensee's agents, subcontractors, customers, clients, suppliers and service providers.

5.5 The Licensee must ensure that all persons who use the Software with the authority of the Licensee comply with this licence.

5.6 Save to the extent expressly permitted by this Agreement or required by applicable law on a non-excludable basis, any licence granted under this Clause 5 shall be subject to the following prohibitions: (a) the Licensee must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Software;

6. Source Code

6.1 The Licensor shall supply to the Licensee a Source Code version of the Software, at such time and in such manner as it supplies the Software to the Licensee.

6.2 The Licensor hereby grants to the Licensee from the date of supply of the Source Code to the Licensee until the end of the Term a non-exclusive, worldwide licence to copy, edit and otherwise use the Source Code for the purposes of integrating the Software, subject to the limitations and prohibitions set out and referred to in this Clause 6.

6.3 The Licensee has no right to sub-license the rights granted in Clause 6.2.

6.4 The Source Code may only be used by the officers and employees of the Licensee.

6.5 Save to the extent mandated by applicable law or expressly permitted by this Agreement, any licence granted under this Clause 6 shall be subject to the following prohibitions: (a) the Licensee must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Source Code; and (b) the Licensee must not use the Source Code in any way which is likely to have a material negative impact upon the business of the Licensor.

6.6 The Licensee shall be responsible for the security of copies of the Source Code supplied to the Licensee under this Agreement (or created from such copies) and shall use all reasonable endeavours (including all reasonable security measures) to ensure that access to such copies is restricted to persons authorised to use them under this Agreement.

7. Licence audit

7.1 The Licensor or the Licensor's appointed representative may examine the computer systems, electronic files and paper files of the Licensee for the purpose of ascertaining whether the Licensee is complying with the licences granted under or in relation to this Agreement. Such an examination shall be limited to those computer systems, electronic files and paper files the examination of which is reasonably necessary to achieve that purpose.

7.2 The Licensor must give to the Licensee at least 5 Business Days’ written notice of an examination under this Clause 7.

7.3 The Licensee shall provide to the Licensor all such co-operation as the Licensor may reasonably request in relation to an examination under this Clause 7.

7.4 Any examination under this Clause 7 shall be at the cost of the Licensor unless the examination demonstrates that the Licensee has breached the terms of any licence under this Agreement, in which case the Licensee shall pay to the Licensor the reasonable costs of the examination.

7.5 Not more than 1 examination under this Clause 7 may be conducted in any 12 month period.

8. Licensee obligations

8.1 Save to the extent that the parties have agreed otherwise in writing, the Licensee must provide to the Licensor, or procure for the Licensor, such: (a) co-operation, support and advice; (b) information and documentation; and (c) governmental, legal and regulatory licences, consents and permits, as are reasonably necessary to enable the Licensor to perform its obligations under this Agreement.

8.2 The Licensee must provide to the Licensor, or procure for the Licensor, such access to the Licensee's computer hardware, software, networks and systems as may be reasonably required by the Licensor to enable the Licensor to perform its obligations under this Agreement.

9. Licensee Systems

9.1 The Licensee shall ensure that the Licensee Systems comply, and continue to comply during the Term, with the requirements of Part 5 of Schedule 1 (Software Licence Particulars) in all material respects, subject to any changes agreed in writing by the Licensor.

10. Licensee Materials

10.1 The Licensee must supply to the Licensor the Licensee Materials specified in Part 6 of Schedule 1 (Software Licence Particulars).

10.2 The Licensee hereby grants to the Licensor a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Licensee Materials to the extent reasonably required for the performance of the Licensor's obligations and the exercise of the Licensor's rights under this Agreement, together with the right to sub-license these rights to the extent reasonably required for the performance of the Licensor's obligations and the exercise of the Licensor's rights under this Agreement.

10.3 The Licensee warrants to the Licensor that the Licensee Materials when used by the Licensor in accordance with this Agreement will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

11. No assignment of Intellectual Property Rights

11.1 Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the Licensee, or from the Licensee to the Licensor.

12. Confidentiality obligations

12.1 The Licensor must: (a) keep the Licensee Confidential Information strictly confidential; (b) not disclose the Licensee Confidential Information to any person without the Licensee's prior written consent; (c) use the same degree of care to protect the confidentiality of the Licensee Confidential Information as the Licensor uses to protect the Licensor's own confidential information of a similar nature, being at least a reasonable degree of care; (d) act in good faith at all times in relation to the Licensee Confidential Information.

12.2 The Licensee must: (a) keep the Licensor Confidential Information strictly confidential; (b) not disclose the Licensor Confidential Information to any person without the Licensor's prior written consent, and then only under conditions of confidentiality approved in writing by the Licensor; (c) use the same degree of care to protect the confidentiality of the Licensor Confidential Information as the Licensee uses to protect the Licensee's own confidential information of a similar nature, being at least a reasonable degree of care; (d) act in good faith at all times in relation to the Licensor Confidential Information.

12.3 Notwithstanding Clauses 12.1 and 12.2, a party's Confidential Information may be disclosed by the other party to that other party's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information that is disclosed for the performance of their work with respect to this Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information that is disclosed.

12.4 No obligations are imposed by this Clause 12 with respect to a party's Confidential Information if that Confidential Information: (a) is known to the other party before disclosure under this Agreement and is not subject to any other obligation of confidentiality; (b) is or becomes publicly known through no act or default of the other party; or (c) is obtained by the other party from a third party in circumstances where the other party has no reason to believe that there has been a breach of an obligation of confidentiality.

12.5 The restrictions in this Clause 12 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of either party on any recognised stock exchange.

12.6 Upon the termination of this Agreement, each party must immediately cease to use the other party's Confidential Information.

12.7 Within 5 Business Days following the date of termination of this Agreement, the relevant party must irrevocably delete the other party's Confidential Information from its computer systems.

12.8 The provisions of this Clause 12 shall continue in force for a period of 3 years following the termination of this Agreement, at the end of which period they will cease to have effect.

13. Publicity

13.1 The Licensee must not make any public disclosures relating to this Agreement or the subject matter of this Agreement (including disclosures in press releases, public announcements and marketing materials) without the prior written consent of the Licensor, such consent not to be unreasonably withheld or delayed.

13.2 The Licensor may make public disclosures relating to this Agreement or the subject matter of this Agreement (including disclosures in press releases, public announcements and marketing materials) without the prior written consent of the Licensee.

13.3 Nothing in this Clause 13 shall be construed as limiting the obligations of the parties under Clause 12.

14. Data protection

14.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Licensee Personal Data.

14.2 The Licensee warrants to the Licensor that it has the legal right to disclose all Personal Data that it does in fact disclose to the Licensor under or in connection with this Agreement.

14.3 The Licensee shall only supply to the Licensor, and the Licensor shall only process, in each case under or in relation to this Agreement, the Personal Data of current personnel, former personnel, contractors, consultants, directors, public officers, website end-users, application end-users, customers, prospects, and suppliers of the following types: Name, work phone number, work email address, languages, credit card details, other payment details, IP address, log-in data, user agent, or cookies; and the Licensor shall only process the Licensee Personal Data for the following purposes: confirming subscription payments, supplying the requirements of this contract, or verifying the Licensee complies with this contract.

14.4 The Licensor shall only process the Licensee Personal Data during the Term and for not more than 30 days following the end of the Term, subject to the other provisions of this Clause 14.

14.5 The Licensor shall only process the Licensee Personal Data on the documented instructions of the Licensee (including with regard to transfers of the Licensee Personal Data to any place outside the European Economic Area and the United Kingdom), as set out in this Agreement or any other document agreed by the parties in writing.

14.6 Notwithstanding any other provision of this Agreement, the Licensor may process the Licensee Personal Data if and to the extent that the Licensor is required to do so by applicable law. In such a case, the Licensor shall inform the Licensee of the legal requirement before processing, unless that law prohibits such information.

14.7 The Licensor shall ensure that persons authorised to process the Licensee Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

14.8 The Licensor and the Licensee shall each implement appropriate technical and organisational measures to ensure an appropriate level of security for the Licensee Personal Data.

14.9 The Licensor must not engage any third party to process the Licensee Personal Data without the prior specific or general written authorisation of the Licensee. In the case of a general written authorisation, the Licensor shall inform the Licensee at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Licensee objects to any such changes before their implementation, then the Licensee may terminate this Agreement on 14 days’ written notice to the Licensor, providing that such notice must be given within the period of 7 days following the date that the Licensor informed the Licensee of the intended changes. The Licensor shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on the Licensor by this Clause 14.

14.10 As at the Effective Date, the Licensor is hereby authorised by the Licensee to engage, as sub-processors with respect to Licensee Personal Data, the following third parties and third parties within the following categories: Stripe for payment processing and CloudFlare for Denial-of-Service mitigation.

14.11 The Licensor shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Licensee with the fulfilment of the Licensee's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.

14.12 The Licensor shall assist the Licensee in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. The Licensor may charge the Licensee at its standard time-based charging rates for any work performed by the Licensor at the request of the Licensee pursuant to this Clause 14.12.

14.13 The Licensor must notify the Licensee of any Personal Data breach affecting the Licensee Personal Data without undue delay and, in any case, not later than 72 hours after the Licensor becomes aware of the breach.

14.14 The Licensor shall make available to the Licensee all information necessary to demonstrate the compliance of the Licensor with its obligations under this Clause 14 and the Data Protection Laws. The Licensor may charge the Licensee at its standard time-based charging rates for any work performed by the Licensor at the request of the Licensee pursuant to this Clause 14.14.

14.15 The Licensor shall, at the choice of the Licensee, delete or return all of the Licensee Personal Data to the Licensee after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

14.16 The Licensor shall allow for and contribute to audits, including inspections, conducted by the Licensee or another auditor mandated by the Licensee in respect of the compliance of the Licensor's processing of Licensee Personal Data with the Data Protection Laws and this Clause 14. The Licensor may charge the Licensee at its standard time-based charging rates for any work performed by the Licensor at the request of the Licensee pursuant to this Clause 14.16.

15. Acknowledgements and warranty limitations

15.1 The Licensee acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the Software will be wholly free from defects, errors and bugs.

15.2 The Licensee acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the Software will be entirely secure.

15.3 The Licensee acknowledges that the Software is only designed to be compatible with that software specified as compatible in the Software Specification; and the Licensor does not warrant or represent that the Software will be compatible with any other software.

15.4 The Licensee acknowledges that the Licensor will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Software; and, except to the extent expressly provided otherwise in this Agreement, the Licensor does not warrant or represent that the Software or the use of the Software by the Licensee will not give rise to any legal liability on the part of the Licensee or any other person.

16. Indemnities

16.1 The Licensee shall indemnify and shall keep indemnified the Licensor against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Licensor and arising directly or indirectly as a result of any breach by the Licensee of this Agreement (a "Licensee Indemnity Event").

16.2 The Licensor must: (a) upon becoming aware of an actual or potential Licensee Indemnity Event, notify the Licensee; (b) provide to the Licensee all such assistance as may be reasonably requested by the Licensee in relation to the Licensee Indemnity Event;

17. Limitations and exclusions of liability

17.1 Nothing in this Agreement will: (a) limit or exclude any liability for death or personal injury resulting from negligence; (b) limit or exclude any liability for fraud or fraudulent misrepresentation; (c) limit any liabilities in any way that is not permitted under applicable law; or (d) exclude any liabilities that may not be excluded under applicable law.

17.2 The limitations and exclusions of liability set out in this Clause 17 and elsewhere in this Agreement: (a) are subject to Clause 17.1; and (b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.

17.3 The Licensor shall not be liable to the Licensee in respect of any losses arising out of a Force Majeure Event.

17.4 The Licensor shall not be liable to the Licensee in respect of any loss of profits or anticipated savings.

17.5 The Licensor shall not be liable to the Licensee in respect of any loss of revenue or income.

17.6 The Licensor shall not be liable to the Licensee in respect of any loss of use or production.

17.7 The Licensor shall not be liable to the Licensee in respect of any loss of business, contracts or opportunities.

17.8 The Licensor shall not be liable to the Licensee in respect of any loss or corruption of any data, database or software.

17.9 The Licensor shall not be liable to the Licensee in respect of any special, indirect or consequential loss or damage.

18. Force Majeure Event

18.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

18.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must: (a) promptly notify the other; and (b) inform the other of the period for which it is estimated that such failure or delay will continue.

18.3 A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

19. Termination

19.1 The Licensor may terminate this Agreement by giving to the Licensee not less than 30 days' written notice of termination after the end of the Minimum Term.

19.2 The Licensee may terminate this Agreement by giving to the Licensor not less than 30 days' written notice of termination after the end of the Minimum Term.

19.3 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if: (a) the other party commits any material breach of this Agreement, and the breach is not remediable; (b) the other party commits a material breach of this Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or (c) the other party persistently breaches this Agreement (irrespective of whether such breaches collectively constitute a material breach).

19.4 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if: (a) the other party: (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its business; (iii) is or becomes unable to pay its debts as they fall due; (iv) is or becomes insolvent or is declared insolvent; or (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; (b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; (c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement); or (d) if that other party is an individual: (i) that other party dies; (ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or (iii) that other party is the subject of a bankruptcy petition or order.

19.5 The Licensor may terminate this Agreement immediately by giving written notice to the Licensee if: (a) any amount due to be paid by the Licensee to the Licensor under this Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and (b) the Licensor has given to the Licensee at least 30 days’ written notice, following the failure to pay, of its intention to terminate this Agreement in accordance with this Clause 19.5.

20. Effects of termination

20.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 7, 12, 13, 14.1, 14.3, 14.4, 14.5, 14.6, 14.7, 14.8, 14.9, 14.10, 14.11, 14.12, 14.13, 14.14, 14.15, 14.16, 16, 17, 20, 24, 25, 26, 27, 28, 29, 30 and 31.

20.2 Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.

20.3 Within 30 days following the termination of this Agreement for any reason: (a) the Licensee must pay to the Licensor any Charges in respect of Services provided to the Licensee before the termination of this Agreement and in respect of licences in effect before the termination of this Agreement, without prejudice to the parties' other legal rights.

20.4 For the avoidance of doubt, the licences of the Software and Source Code in this Agreement shall terminate upon the termination of this Agreement; and, accordingly, the Licensee must immediately cease to use the Software and Source Code upon the termination of this Agreement.

20.5 Within 5 Business Days following the termination of this Agreement, the Licensee shall: (a) irrevocably delete from all computer systems in its possession or control all copies of the Software and Source Code, and if the Licensor so requests the Licensee shall procure that a director of the Licensee certifies to the Licensor, in a written document signed by that person and provided to the Licensor within 5 Business Days following the receipt of the Licensor's request, that the Licensee has fully complied with the requirements of this Clause 20.5.

21. Notices

21.1 Any notice given under this Agreement must be in writing, whether or not described as "written notice" in this Agreement.

21.2 Any notice given by the Licensee to the Licensor under this Agreement must be: (a) sent by email; or (b) submitted using the Licensor's online contractual notification facility, using the relevant contact details set out in Clause 21.4.

21.3 Any notice given by the Licensor to the Licensee under this Agreement must be: (a) sent by email, using the relevant contact details set out in Clause 21.4.

21.4 The parties' contact details for notices under this Clause 21 are as follows: (a) in the case of notices sent by the Licensee to the Licensor, notice@codestasis.com; and (b) in the case of notices sent by the Licensor to the Licensee, you@example.com.

21.5 The addressee and contact details set out in Clause 21.4 may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 21.

21.6 A party receiving from the other party a notice by email must acknowledge receipt by email promptly, and in any event within 2 Business Days following receipt of the notice.

21.7 A notice will be deemed to have been received at the relevant time set out below or, where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below: (a) in the case of notices sent by email, at the time of the sending of the email (providing that the sending party retains written evidence that the email has been sent); and (b) in the case of notices submitted using an online contractual notification facility, upon the submission of the notice form.

22. Subcontracting

22.1 Subject to any express restrictions elsewhere in this Agreement, the Licensor may subcontract any of its obligations under this Agreement.

22.2 The Licensor shall remain responsible to the Licensee for the performance of any subcontracted obligations.

23. Assignment

23.1 The Licensee hereby agrees that the Licensor may assign, transfer or otherwise deal with the Licensor's contractual rights and obligations under this Agreement.

23.2 Save to the extent expressly permitted by applicable law, the Licensee must not assign, transfer or otherwise deal with the Licensee's contractual rights and/or obligations under this Agreement without the prior written consent of the Licensor, such consent not to be unreasonably withheld or delayed.

24. No waivers

24.1 No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach.

24.2 No waiver of any breach of any provision of this Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of this Agreement.

25. Severability

25.1 If a provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

25.2 If any unlawful and/or unenforceable provision of this Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

26. Third party rights

26.1 This Agreement is for the benefit of the parties, and is not intended to benefit or be enforceable by any third party.

26.2 The exercise of the parties' rights under this Agreement is not subject to the consent of any third party.

27. Variation

27.1 This Agreement may not be varied except by means of a written document signed by or on behalf of each party.

28. Entire agreement

28.1 The main body of this Agreement and the Schedules shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

28.2 Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into this Agreement.

28.3 The provisions of this Clause 28 are subject to Clause 17.1.

29. Export control

29.1 The Licensee acknowledges that materials and/or information supplied to the Licensee under this Agreement may be subject to the Export Laws.

29.2 The Licensee must comply with the Export Laws insofar as they affect materials and information supplied to the Licensee under this Agreement.

29.3 Without prejudice to the generality of Clause 29.2, the Licensee: (a) must not import, export, supply, disclose, transfer or transmit any materials or information supplied to the Licensee under this Agreement if such import, export, supply, disclosure, transfer or transmission would contravene any embargo or exclusion list applying under the Export Laws; and (b) must, where applicable, obtain all licences and consents required under the Export Laws for any import, export, supply, disclosure, transfer or transmission by or on behalf of the Licensee of materials or information supplied to the Licensee under this Agreement.

30. Law and jurisdiction

30.1 This Agreement shall be governed by and construed in accordance with English law.

30.2 Any disputes relating to this Agreement shall be subject to the non-exclusive jurisdiction of the courts of England.

31. Interpretation

31.1 In this Agreement, a reference to a statute or statutory provision includes a reference to: (a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and (b) any subordinate legislation made under that statute or statutory provision.

31.2 The Clause headings do not affect the interpretation of this Agreement.

31.3 References in this Agreement to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.

31.4 In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

Execution

The parties have indicated their acceptance of this Agreement.

SIGNED BY Example Licensor on Monday 26th July 2021, duly authorised for and on behalf of the Licensor.

SIGNED BY Example Name on Monday 26th July 2021, duly authorised for and on behalf of the Licensee.

Cryptographic signature

<signature here>

Schedule 1 (Software Licence Particulars)

1. Specification of Software

Versions of the Django web-framework project (at https://www.djangoproject.com) with software bug fixes, issue fixes, and security vulnerability fixes as identified and applied to versions currently supported by the Django project, applied retroactively to versions of the framework no longer supported by the Django project.

Where possible fixes will follow the original implementation, but where not possible the original intent of the fix shall be followed in a custom implementation of the fix.

2. Set Up Services

Generate package authentication tokens or package download URLs with authentication tokens embedded, within 24 hours. Provided on an authenticated user’s Account webpage.

Generate documentation with package authentication tokens embedded, within 24 hours. Provided on an authenticated users Documentation webpage.

Make available the Software from supplied URLs, within 24 hours.

3. Software licence

Production installation for 1 Django project as defined by the use of a single entry-point wsgi.py, asgi.py, or manage.py in a typical Django project.

Additional installations for development, testing, and quality assurance following standard industry practice are permitted.

4. Licensee Systems

The requirements are the same as those of the original Django version for which fixes have been applied retroactively.

5. Licensee Materials

None required for a default install.

6. Financial provisions

The Licensor's standard time-based charging rates start at £250/hour.


All original Django code remains licensed under its original BSD license.


Copyright (c) Django Software Foundation and individual contributors. All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:

1. Redistributions of source code must retain the above copyright notice,
   this list of conditions and the following disclaimer.

2. Redistributions in binary form must reproduce the above copyright
   notice, this list of conditions and the following disclaimer in the
   documentation and/or other materials provided with the distribution.

3. Neither the name of Django nor the names of its contributors may be used
   to endorse or promote products derived from this software without
   specific prior written permission.

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.