This Enterprise License Agreement (“Agreement”) is made as of [EFFECTIVE_DATE] (“Effective Date”) between Akveo, Inc., a company having its registered offices at 7830 W. Alameda Avenue, Ste. 103-291, Lakewood, CO 80226, hereinafter referred to as “Licensor” or “Akveo” and [COMPANY_NAME], a company having its registered offices at [COMPANY_ADDRESS], hereinafter referred to as “Customer” (each a “Party” and collectively the “Parties”). 

In consideration of the mutual promises contained herein, the Parties therefore agree as follows:

Definitions
“Authorized User” means employees or other personnel designated by the Customer with access to the Product.
“Confidential Information” means all information provided by the disclosing Party to the receiving Party concerning the disclosing Party or its affiliates’ business, products or services that is not generally known to the public, including information relating to customers, vendors, trade secrets, prices, products, services, computer programs and other intellectual property and any other information which a Party should reasonably understand to be considered Confidential Information whether or not such information is marked “Confidential” or contains such similar legend by the disclosing Party at the time of disclosure.
“Documentation” means the user guides, installation documents, and specifications for the SaaS Products that are made available from time to time by Akveo in electronic or tangible form and found at https://docs.uibakery.io/ but excluding any sales or marketing materials.
“End-User” means a person or entity that licenses and uses a Customer’s services through UI Bakery.
“Granting date” means a date of granting the license under clause 3.4. of the Agreement. 
“Order” means Akveo’s quote accepted by Customer via Customer’s purchase order or online order submitted to Akveo (or a Customer’s quote accepted by its End-User) to order UI Bakery, which references UI Bakery, pricing, payment terms, quantities, expiration date and other applicable terms set forth in an applicable Akveo quote or similar ordering document.
“Product” means UI Bakery and Services as they are defined below. 
“Prohibited Persons” means anyone on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists or the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list.
“Reporting period” means a one-year period that begins on Granting date. 
“SaaS” means Software as a Service.
“Services” means all UI Bakery related services (including building and maintaining applications on the platform) that we provide to Customer, End-Users, the UI Bakery product, and all services performed on platform.
“Site” means Akveo’s website and platform, specifically both: https://uibakery.io and https://cloud.uibakery.io/ 
“Terms of service” means Akveo’s terms of service found at: https://uibakery.io/terms-of-service
“UI Bakery” means Akveo’s software-as-a-service product  (including updates and upgrades provided by Akveo), Documentation, and any software, systems and locally installed software agents and connectors that interact with the UI Bakery as may be provided by Akveo in connection with UI Bakery.
“Usage Data” means data generated in connection with User’s access, use and configuration of UI Bakery and data derived from it (e.g., types of applications or accounts utilized or interacting with UI Bakery).
“User” means Customer, Authorized User and End-Users. 
Agreement to License
By signing the Agreement or paying Akveo’s invoice, the Customer agrees to be bound by (a) the terms of this Agreement, (b) the Terms of services incorporated herein by reference, and (c) Akveo Privacy Policy, found at https://uibakery.io/privacy-policy, incorporated herein by reference, and shall be deemed to have accepted this legal agreement in full. 
Grant of License
Subject to payment of all applicable fees set forth in Annex 1, Akveo grants the Customer a limited, non-exclusive, revocable license to use Product.
For purposes of the License agreement, term “use” means access by an Authorized User to the functionality of the UI Bakery, to Services and to Documentation; provided, however, that, if UI Bakery is installed on Customer's network, Customer's rights of use the Product shall include the right to install and execute a registered copy of UI Bakery in machine-readable form on its internal network.
The maximum number of Authorized Users of the Product is specified in Appendix 1. 
The License shall be granted on the day, following the day of the first payment under Article 6 herein. 

Trial license
Subject to the other terms of this Agreement, AKVEO may grant the Customer a personal, free-of-charge, non-exclusive, temporary and revocable right to use the Product solely for the purposes of testing and evaluating the Product (“Trial Period”). 
The duration of the Trial Period and the maximum number of Authorized Users of the Product for the Trial Period is specified in Appendix 1. 
The Customer is solely responsible for taking appropriate measures to back up its systems and for taking other measures to prevent any loss of files or data. The Software provided under a Trial License may contain an automatic disabling mechanism that prevents its use after the Trial Period is expired. 
 In the event the Customer chooses to continue use of the Product beyond the Trial Period, then the Trial License shall convert to the Enterprise license at the terms and conditions of this Agreement by paying Akveo’s first invoice.
Limitations on use
Customer agrees not to, and not to permit others to, directly or indirectly 
reverse assemble, reverse compile, or otherwise reverse engineer or attempt to derive the source code of all or any part of the UI Bakery;
distribution, assignment, sublicense, transfer, pledge, lease, rent or share any rights proceeding from this Agreement;
copy, modify, translate, alter, change or collect information that can be used to create derivative works of all or any part of the Product; 
download, copy or collect information that could be used to copy all or any part of the the Product;
attempt to recreate UI Bakery or use UI Bakery for any competitive or benchmark purposes;
access or attempt to access any Akveo or UI Bakery systems, programs, data or accounts that are not made available for Customer use;
otherwise use the Product except as expressly allowed under the Terms.
If Annex 1 specifies a maximum number of Authorized Users or concurrent users that may access the Product, the Customer agrees not to exceed such maximum number without the prior written approval of the Licensor. 
Fees and payments
The Customer agrees to pay the Licensor the fees set forth in Appendix 1 hereto annually. 
Unless otherwise specified in the Appendix 1, the payment shall be done as follows:
the first payment shall be done in advance within ten (10) days of date of invoice;
the following instalments shall be due and payable no later than thirty (30) days before the end of the Reporting period. 
Payments due hereunder shall be made by the Customer without any deduction, setoff or bank charges to Licensor at the banking institution in the United States designated by Licensor in U.S. dollars or on any other terms mutually agreed. All payments made by the Customer are non-refundable. 
Overdue payments required to be paid by the Customer pursuant to this Agreement (other than amounts that are the subject of a legitimate dispute) shall accrue interest at the lesser of one and one half percent (1.5%) per month or the maximum allowable interest under applicable law, from the due date until paid, and the Customer shall pay Licensor’s costs of collection, including Licensor’s reasonable attorneys’ fees and court costs. 
The amounts due to Licensor as set forth in the Annex 1 do not include, and Customer shall pay, any sales, use, property, value- added or other taxes (including any amounts to be withheld for the purpose of paying the foregoing) relating to, resulting from or based on use of the Licensor Product. If Licensor is required to pay any of the foregoing taxes, then such taxes shall be billed to and promptly paid by the Customer. 
Enterprise Administrators
Customer is responsible for its information technology infrastructure, including computers, servers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by the Customer or through the use of third-party services.
The Customer agrees to abide by all applicable local, state, national, and international laws and regulations in connection with using the Products, including, without limitation, all laws regarding the transmission of technical data exported from the United States through the Service and all privacy and data protection laws, rules and regulations.
The Customer will designate at least one Customer Authorized Users to act as Enterprise Administrator for the licenses. The Enterprise Administrator will be granted administrator privileges for the account, enabling the Enterprise Administrator to assign, disable and otherwise administer all other Authorized User access. The Customer represents, warrants and agrees that each Enterprise Administrator shall have authority, on behalf of Customer, to perform his or her duties, and serve as primary point of contact to and direct Licensor with respect to Product and service operations to the Customer and its Authorized Users. If, during the term of the Agreement, a then-current Enterprise Administrator ceases to be an active employee of the Customer or ceases to serve as an Enterprise Administrator, and if there are no remaining Enterprise Administrators, the Customer shall promptly appoint another Authorized User as an Enterprise Administrator. 
The Customer agrees that the Enterprise Administrator shall promptly deactivate and cancel access of any Authorized User who (i) Customer no longer wishes to have access to the Product, or (ii) Customer knows or reasonably believes is causing or may cause Customer to breach any provision of this Agreement or is in any way mishandling access.
Intellectual Property Rights
Licensor reserves all rights in the Product not expressly granted to the Customer in this Agreement. 
UI Bakery and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Akveo, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Some of the content on the Site may include the copyrighted work or trademarks of third parties. In addition, UI Bakery and its Documentation contain proprietary and confidential information of Akveo and its licensors.
Akveo and its licensors (where applicable) exclusively own and retain all rights, title and interest in and to UI Bakery; any software programs, tools, utilities, processes, inventions, devices, methodologies, specifications, documentation, techniques and materials of any kind used or developed by Akveo or its personnel in connection with UI Bakery and performing the Services; all trademarks; and all copyrights (including copyrightable materials). Such ownership includes all worldwide patent rights, copyright rights, trade secret rights, know-how and any other intellectual property rights (“Intellectual Property Rights”) therein. 
Open-Source Licenses. UI Bakery contains third-party materials subject to their respective open-source licenses. Akveo warrants that the inclusion of such third-party materials in UI Bakery will not prevent Customer from exercising the license rights provided to you herein in respect of UI Bakery or limit Customer’s ability to use UI Bakery and Services in accordance with the Documentation. Nothing herein shall derogate from mandatory rights Customer may have under any open-source licenses.
The Customer will have no Intellectual Property Rights to any of Akveo’s or UI Bakery’s protected content, except as expressly set forth in the Agreement.
Customer data. For purposes of the Agreement, “Customer Data” means all non-public data provided by the Customer to Akveo to enable provision of the Services. Customer owns all right, title and interest in and to Customer Data. Nothing in this Agreement shall be construed to grant Akveo any rights in Customer Data beyond those expressly provided herein. The Customer grants Akveo and a limited, non- exclusive, worldwide license to view and use the Customer Data solely for the purpose of using the Product.
Akveo shall be permitted to collect, analyze and use Usage Data relating to its reasonable business purposes, tracking and improving the provision and performance of UI Bakery and Services, and for Customer benefit. In the event Akveo wishes to disclose the Usage Data or any part thereof to third parties, such data shall be anonymized and/or presented in the aggregate so that it will not identify User or its End-Users. The foregoing shall not limit in any way Akveo’s confidentiality obligations pursuant to the Agreement. If Customer or Authorized Users provide Akveo with comments or suggestions “Feedback”, such Feedback shall be free from any confidentiality restrictions that might otherwise be imposed upon Akveo pursuant to the Agreement, and may be used in any manner by Akveo in its sole discretion. The Customer acknowledges that any Akveo products or materials incorporating any such Feedback shall be the sole and exclusive property of Akveo. 
Akveo can display Customer name and logo in its marketing resources (websites, brochures, booklets, email lists, etc.) but only as related to usage of the Product.  
Confidential Information and Data security
Provisions on Confidential Information and Data security are regulated by the Terms of services agreed and accepted by the Parties under article 2 of the Agreement. 
Concession of the rights
The rights and liabilities of the Customer under the Agreement cannot be transferred to any other person or legal entity without prior written consent of the Licensor.
Any change in control of the Customer resulting from a merger, consolidation, stock transfer or asset sale shall be deemed an assignment or transfer for purposes of this Agreement and therefore shall require the Licensor’s prior written consent.
Liability Disclaimer
THE PRODUCT IS DELIVERED "AS IS." AKVEO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE PATENT RIGHTS AND THE SOFTWARE OR THE COPYRIGHT, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF AKVEO OR THIRD PARTIES, VALIDITY, ENFORCEABILITY, AND SCOPE OF PATENT RIGHTS, WHETHER ISSUED OR PENDING, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. AKVEO EXTENDS NO WARRANTIES OF ANY KIND AS TO PRODUCT E CONFORMITY WITH WHATEVER USER MANUALS OR OTHER LITERATURE MAY BE ISSUED FROM TIME TO TIME. 
IN NO EVENT SHALL AKVEO, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ANY GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE, OR LOST PROFITS, REGARDLESS OF WHETHER AKVEO SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING.
IF, BY OPERATION OF LAW OR OTHERWISE, ANY OF THE AFOREMENTIONED WARRANTY DISCLAIMERS ARE DETERMINED INAPPLICABLE, CUSTOMER’S SOLE REMEDY AGAINST AKVEO, REGARDLESS OF THE FORM OF ACTION, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE AND STRICT LIABILITY, SHALL BE REPLACEMENT OF THE LICENSED PRODUCT.
Export Regulations
Export Control. The exportation of UI Bakery and Documentation, and all related technology and information thereof are subject to U.S. laws and regulations pertaining to export controls and trade and economic sanctions, including the U.S. Export Administration Act, Export Administration Regulations, the Export Control Reform Act, and the Office of Foreign Assets Control’s sanctions programs, the laws of the State of Israel, and the laws of any country or organization of nations within whose jurisdiction Customer (or its End-Users who may use UI Bakery or otherwise receive Akveo’s Services as expressly authorized by this Agreement) operates or does business, as amended, and the rules and regulations promulgated from time to time thereunder. Specifically, Customer hereby undertake not to export, re-export, access or grant access to UI Bakery and all related technology, information, materials and any upgrades thereto to: (a) any Prohibited Persons; (b) any country to which such export, re-export or access from is restricted or prohibited per the foregoing applicable laws; or (c) otherwise in violation of any applicable export or import restrictions, laws or regulations. User also certifies that it is not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person.
Commercial Computer Software. If User is an agency or contractor of the United States Government, Customer acknowledges and agrees that: (i) UI Bakery (including any software forming a part thereof) were developed entirely at private expense; (ii) UI Bakery (including any software forming a part thereof) in all respects constitute proprietary data belonging solely to Akveo; (iii) UI Bakery (including any software forming a part thereof) are not in the public domain; and (iv) the software forming a part of UI Bakery is “Commercial Computer Software” as defined in sub-paragraph (a)(1) of DFAR section 252.227-7014 or FAR Part 12.212. You shall provide no rights in the software (including any software forming a part thereof) to any U.S. Government agency or any other party except as expressly provided in this Agreement.
Term and termination
This Agreement shall be effective from the Effective Date and shall be valid for one year from the Granting date. 
Subject to payment of all applicable fees set forth in Annex 1 and Customer compliance with this Agreement, this Agreement shall be automatically extended for successive one-year periods at the end of the initial term and each extended term thereafter, unless either party provides written notice of termination to the other party at least thirty (30) days prior to the expiration of the initial or such extended term, respectively.
Licensor may immediately terminate Customer’s rights under this Agreement, including access to the Product, if Customer fails to comply with any terms of this Agreement, including the specific terms stated in Appendix 1. 
Upon termination of this Agreement:
the Customer shall uninstall, remove, and destroy UI Bakery, Documentation, and any whole or partial copies, modifications, or merged portions in any form;
the Customer shall execute and deliver evidence of such destruction to the Licensor;
all fees the Customer may owe will become immediately due and payable.
Relationship of the Parties and Severability
This Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between Licensor and Customer for any purpose. Customer has no authority (and shall not hold itself out as having authority) to bind Licensor, and Customer shall not make any agreements or representations on Licensor’s behalf without Licensor’s prior written consent. 
If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. 
If any provision or part-provision of this Agreement is deemed deleted under clause 14.2 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
Waiver
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
Modification
No modification of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
Force majeure
Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. Except for the obligations of either Party to make payments under this contract for the amounts due, in such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 180 days, the party not affected may terminate this Agreement by giving thirty (30) days’ written notice to the affected party.
Indemnification
Each party (the “Indemnifying Party”) agrees to indemnify, defend, and hold the other party (the “Indemnified Party”), along with the Indemnified Party’s affiliates, officers, directors, employees, subsidiaries, parent, agents, and permitted assigns, harmless from and against any and all third party claims, losses, liabilities, damages, expenses, and costs, including reasonable outside attorneys’ fees and court costs, to the extent arising out of the Indemnifying Party’s (a) negligence or willful misconduct; or (b) material breach of any of the terms of this Agreement. The Indemnified Party shall provide the Indemnifying Party with written notice within seven (7) days of receipt of any claim and give complete control of the defense and settlement to the Indemnifying Party, and shall reasonably cooperate with the Indemnifying Party, its insurance company, and its legal counsel in its defense of such claim(s), at the Indemnifying Party’s expense. This indemnity shall not cover any claims in which there is a failure to give the Indemnifying Party prompt notice, to the extent such lack of notice prejudices the defense of the claim. The Indemnifying Party may not settle any potential suit hereunder without the Indemnified Party’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed.
Miscellaneous
Messages, notifications and any other transfer of information and documents in connection with this Agreement (“Messages”) are carried by the electronic communication means: e-mail, messengers (including but not limited to Slack, WhatsApp, Viber, WeChat, Telegram, Skype, Facebook Messenger), fax or any other digital document signing system. The parties agree that the signatures of the parties on the Messages received by electronic communication are analogous to the handwritten signature made by the party from which the message is sent. The parties acknowledge the legal force of such Messages. The parties undertake to check the electronic communication means on a daily basis for the availability of new Messages. If the party is not (or will not be) able to use electronic communications, the party must immediately notify the other party about the absence of such an opportunity and its appearance. In the specified period, the Messages are forwarded to available electronic communication means or if all electronic means of communication are unavailable - by postal or courier service with a notice of delivery.
The Message is considered received from the date of its delivery to the addressee. If the Message was sent by electronic means, it is considered received on the day following the day it was sent (and if the sender did not receive a report on the non-delivery of the Message). For avoidance of doubt, the term “in writing”, “written” in this Agreement shall apply to Messages sent by the electronic communication means.
The headings and captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain. This Agreement is the result of negotiations between the Parties and their counsel. Accordingly, this Agreement shall not be construed more strongly against either Party regardless of which Party is more responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting Party.
In case of a discrepancy between the Agreement and Appendix 1,  the terms of Appendix 1 shall prevail.
Any dispute, controversy or claim arising out of or relating to this Agreement, including but not limited to the formation, performance, breach, termination or invalidity thereof, shall be settled by the following process:
Informal Dispute Resolution. For a period of thirty (30) days, the parties shall attempt to resolve the dispute in good faith by direct negotiation.
Mediation. If the dispute is not resolved within 30-day period, either Party may submit the matter to mediation with a professional mediation service selected by the parties.
Arbitration. If the dispute is not resolved through mediation within thirty (30) days, either Party may submit the matter to binding arbitration. The parties further agree that: (a) the arbitration provider shall be the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules or such other provider as the parties shall mutually agree; (b) the arbitrator’s decision will be final; (c) the number of arbitrators shall be one; (d) the place of arbitration shall be Lakewood, Colorado; (e) the language to be used in the arbitral proceedings shall be English; and (f) and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party in any arbitration or litigation arising out of this Agreement shall be entitled to have its reasonable attorneys’ fees and costs (including, without limitation, investigative and paralegal fees and costs), at trial and through any appeals, paid by the losing party. THE PARTIES FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.
This Agreement will be governed by and interpreted in accordance with the laws of the State of Colorado, without giving effect to the principles of conflicts of law of such state.