Please read this End-User License Agreement (EULA) carefully as it governs your access to and use of RSC’s proprietary plugins for MedusaJS (collectively, the “Software”). By signing or executing an order form that incorporates this EULA, expressing your consent to this EULA, or otherwise downloading, accessing, or sing the Software or a license key to the Software, you agree to the terms of this EULA. If you do not agree to these terms, you must not access or use the Software.

This EULA constitutes a legally binding agreement between you or the business and/or entity which you represent (“Licensee”) and RSC (“Licensor”) for all RSC products included in this distribution/installation and associated documentation (the “Software”). By purchasing, installing, copying, or otherwise using the Software, you acknowledge that you have read this agreement and agree to be bound by its terms and conditions. If you are representing a business and/or entity, you acknowledge that you have the legal authority to bind the business and/or entity you are representing to all the terms and conditions of this agreement. If you do not agree to any of the terms and conditions of this agreement or if you do not have the legal authority to bind the business and/or entity you are representing, DO NOT INSTALL, COPY, USE, EVALUATE OR REPLICATE IN ANY MANNER, ANY PART, FILE, OR PORTION OF THE SOFTWARE.

1. Definitions

• “RSC” means RSC Radosław Szymkiewicz, a legal entity located at Magnoliowa 8, 55-095 Długołęka, Poland.
• “Licensee” means the business and/or entity that you represent.
• “Licensor” means the creator and owner of the Software: RSC.
• “Effective Date” means the date on which the agreement is made effective, typically the date of purchase.
• “Software” means the copyrighted materials owned by the Licensor, subject to the terms of this agreement.

2. License

• Subject to your obtaining a valid license key for the Software from RSC and your compliance with this Agreement, RSC grants to you a limited, non-exclusive, non- transferable, non-sublicensable, revocable license to use the Software and any documentation for the Software made available by us to you in connection with this Agreement (the “Documentation”), solely for your internal business purposes (collectively, the “License”). The Software and Documentation are licensed, not sold or transferred to you, and RSC and its licensors retain ownership of all copies of the Software (even after installation by you on any devices) and the Documentation.
• The Software may be used with the MedusaJS open-source platform (“MedusaJS”). For clarity, MedusaJS is governed by a separate license. More information on the license for MedusaJS can be found at MedusaJS. We make no commitments or guarantees that the Software will work with your instance of MedusaJS. We are neither responsible nor liable for your use of, or inability to use, MedusaJS.
• The Software and Documentation are the property of RSC. All RSC trademarks, service marks, trade names, logos, domain names, and any other features of the RSC brand, whether included in the Software or otherwise (“RSC Brand Features”), are the sole property of RSC. This Agreement does not grant you any rights to use or modify any RSC Brand Features whether for commercial or non-commercial use.

3. Trial License

• From time to time, we may offer trials of the Software for a specified trial period at no cost or at a reduced rate. If you are using the Software under a trial, then in addition to the licensing terms and restrictions set forth in these License Terms, the License is granted solely for purposes of your internal testing and evaluation of the Software during the trial period (a “Trial License”). NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE LICENSE TERMS, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND DURING THE TRIAL PERIOD. We reserve the right to refuse or revoke a Trial License at any time and for any reason, without liability to you.

4. Orders Limit

RSC offers different Subscription plans, which often are limited to the number of orders per month. The number of orders is calculated by fetching a database and counting the number of orders in the last 30 days. You may not exceed orders per month as determined by your Subscription (unless your Subscription allows unlimited orders per month).

If the number of orders does not correspond to your Subscription, you will be required to purchase another Subscription as required to comply with the terms of this agreement, at a price determined by Licensor, but not to exceed full price. We may offer some leeway to this and may attempt to reach out to the Customer in case an issue arises. Nonetheless, if we deem such action necessary based on your violation of this Agreement, or if we have detected attempts to bypass or exceed your orders limits, we may suspend your access immediately without notice.

5. Changes

• Software Changes: We may from time to time make changes to the Software, including releasing new software or software versions that update, supplement, or replace the original Software, or discontinuing Software or specific Software functions or features. For material changes, we will seek to provide reasonable advance notice to you via email or other direct means before such material changes take effect. Any such changed Software is governed by this Agreement unless separate license terms accompany such changes, in which case such separate terms will govern in the event of a conflict between such separate terms and this Agreement, or as otherwise provided in such separate terms.
• License Terms Changes: We may change these License Terms by notifying you of such changes by any reasonable means, including posting the revised License Terms on https://www.rsoftcon.com/eula. For material changes, we will seek to provide reasonable advance notice to you via email or other direct means before such material changes take effect. Any such changes will not apply to any dispute between you and us arising prior to the date on which the License Terms were changed. Your use of the Software following any changes to these License Terms will constitute your acceptance of such changes. If you do not agree to any such changes, you must cease all use of and delete the Software and the Documentation.
• Subscription Changes: We may change the Subscription terms, including recurring subscription fees (for periods not yet paid), provided that we will communicate any price changes to you in advance. Price changes will take effect at the start of your next subscription period following the date of the price change, and by continuing to use the Software after the price change takes effect, you will have accepted the new price. If you do not agree to a price change, you can reject the change by canceling your Subscription before the start of your next subscription period.

6. Confidentiality

Each party shall:

• Keep confidential all confidential information of the other party which it receives in connection with this agreement;
• Use confidential information solely for the purpose of fulfilling this agreement unless otherwise agreed to in express writing by the parties.

Confidential information shall not include information that:

• Is generally known to the public at the time of disclosure;
• Is legally received from a third party in rightful possession of such information;
• Becomes generally known to the public subsequent to the time of such disclosure, but not as a result of disclosure by the receiving party;
• Is already in the possession of the receiving party prior to signing this agreement;
• Is independently developed by the receiving party without use of or reference to the confidential information of the disclosing party, as demonstrated by the receiving party’s written records.

Either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure (unless such prior notice is not permitted by applicable law) and complies with any protective order (or equivalent) imposed on such disclosure.

7. Feedback and Publicity

• Feedback: If you provide to us any ideas, proposals, suggestions, or other materials (“Feedback”), whether related to the Software or otherwise, you acknowledge and agree that your provision of such Feedback is gratuitous, unsolicited, and without restriction, and does not place RSC under any fiduciary or other obligation. Feedback will constitute Confidential Information of RSC. You will not provide any such Feedback to any third party without RSC’s prior written consent in each instance. To the extent permitted by applicable law, you hereby assign to RSC all right, title, and interest in and to such Feedback and acknowledge that we will be entitled to use, implement, and otherwise exploit, and to allow others to exploit, any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution, accounting, or compensation.
• Publicity: You agree that RSC may use and display Customer’s name, logo, trademarks, and service marks on RSC’s websites and in RSC’s sales presentations, press releases, or other marketing materials for the purpose of identifying Customer as a customer of the Software. You may request that RSC refrain from and cease such usage by providing written notice to RSC (including via email). Upon receiving such notice, RSC will, as soon as reasonably practicable, remove (or refrain from using) any such marks from RSC’s websites and, to the extent commercially feasible, RSC’s sales presentations, press releases, and marketing materials. Upon RSC’s request, Customer may choose to agree to participate in a case study, press release, and/or cooperate with RSC in further promotion of the Software.

8. Payment

• Agreement: The Licensee agrees to pay the license fee for the Software as agreed in writing between the parties.
• Terms: The license fee is due upon receipt of the Licensor’s invoice. The Licensee must pay each valid invoice within 30 days of the date of the invoice unless otherwise agreed in writing. Payment must be made using an accepted payment method. The Licensor may charge interest on all overdue payments at a rate of 1% per month (or the highest rate permitted by law, if lower). The Licensee agrees to pay the Licensor’s cost of collecting any past-due amounts under this agreement, including reasonable attorneys’ fees. Unless otherwise specified, all amounts are in Euros.
• Taxes: Unless expressly provided, all amounts are exclusive of value-added tax (“VAT”) which, where chargeable by the Licensor, shall be payable by the Licensee at the rate and in the manner prescribed by law. All other taxes, duties, customs, or similar charges shall be the responsibility of the Licensee.

9. Warranty Disclaimers

• THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. FURTHER, RSC DISCLAIMS ANY EXPRESS, IMPLIED, AND STATUTORY WARRANTIES REGARDING THE SOFTWARE AND DOCUMENTATION, INCLUDING WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. RSC DOES NOT WARRANT THAT THE SOFTWARE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, RSC MAKES NO REPRESENTATION REGARDING, NOR DOES IT WARRANT OR ASSUME ANY RESPONSIBILITY FOR, ANY THIRD-PARTY APPLICATIONS, DEVICES, OR ANY PRODUCT, AND RSC IS NOT RESPONSIBLE FOR ANY TRANSACTIONS BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF THE FOREGOING. NO ADVICE OR INFORMATION, WHETHER ORAL OR IN WRITING, OBTAINED BY YOU FROM RSC SHALL CREATE ANY WARRANTY ON BEHALF OF RSC. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

10. Limitation of Liability

• To the maximum extent permitted by applicable law, in no event shall either party be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the Software or the provision of or failure to provide support, even if it has been advised of the possibility of such damages.
• The Licensee understands that the Software may produce inaccurate results because of a failure or fault within the Software or failure by the Licensee to properly use and deploy the Software. The Licensee assumes full and sole responsibility for any use of the Software and bears the entire risk for failures or faults within the Software.
• Each party agrees that regardless of the cause of failure or fault or the form of any claim, EACH PARTY’S SOLE REMEDY AND SOLE OBLIGATION SHALL BE GOVERNED BY THIS AGREEMENT AND IN NO EVENT SHALL EITHER PARTY’S LIABILITY EXCEED THE PRICE PAID TO LICENSOR FOR THE SOFTWARE. This limited liability, as it relates to the Licensor, is void if failure of the Software has resulted from accident, abuse, alteration, unauthorized use, or misapplication of the Software. The limitations and exclusions herein shall not apply to indemnification obligations hereunder.
• Neither party will be liable for any delay or failure to take any action required under this agreement (except for payment) due to any cause beyond the reasonable control of the Licensee or Licensor, including, but not limited to: unavailability or shortages of labor, materials, or equipment, failure or delay in the delivery of vendors and suppliers, fire, flood, earthquake, acts of war, terrorism, epidemic, pandemic, and civil disorders.
• Any disputes arising out of or related to this Agreement or the Software, including a dispute involving the alleged breach, termination, or validity of this Agreement, will be resolved through arbitration instead of in a court by a judge or jury.
• This agreement is subject to Polish law.