LICENSING AGREEMENT
This Licensing Agreement (the "Agreement") is entered into and binding upon all relevant parties from the Agreement start date of the signed Quote. The parties to this Agreement are the following: Client, which is indicated in the Quote and has signed this Agreement (the “Licensee”) and ALBATO Limited (the “Licensor”), Vasilissis Freiderikis, 34 Flat/Office 106, 1035, Nicosia, Cyprus, registration number HE-420916, represented by Leonid Goldfarb acting on the basis of the Special power of attorney dated as of June 1st, 2023 together called the “Parties”.
Subject Matter: The Licensor hereby grants the Licensee a non-exclusive and non-transferable right to use the Software Product[1] (the Product) made available to the latter through an iFrame[2] by opening access to the Licensor's database server and/or through the application programming interface. The Licensor will provide the Licensee with the Product implementation and modification services, and the Licensee will pay the respective fees under the terms and conditions set forth in this Agreement and the Quote. The Product may be used by the Licensee only to be integrated with the Licensee's products and services and cannot be re-sold or otherwise used for the benefit of third parties on a stand-alone basis. The Licensor will provide the Licensee with the Product implementation, maintenance and modification services, and the Licensee will pay the respective fees under the terms and conditions set forth in this Agreement and the Quote. The license grant includes the right to provide access to Licensee’s end customers referred to as "End Users," as integral components of paid services.
The Product means the Albato integration platform “Albato Embedded,” developed and owned by the Licensor, designed to be incorporated in the Licensee’s product and automate flows through exchanging data between the Licensee’s product and third-party applications. It includes the Albato application source code, the user interface (the Albato platform), and the library of pre-built integrations (connectors). Among the product core modules are the Automation Builder (to build automation flows), ancillary tools for manipulating and transforming data (the Tools), the Solution Builder (to build integration templates), the App Integrator (to build custom apps, APIs, and webhooks), the Partner Dashboard (to monitor usage insights and manage integrations), and the embeddable iFrame (the customer-facing UI for the integrations).
Pricing Plans: The Licensor shall provide the Product on the following commercial terms (the Pricing Plans):
| Per-connector pricing plans | Starter | Standard | Business | Enterprise |
|---|---|---|---|---|
| Native integrations | + | + | + | + |
| Implementation via iFrame | + | + | + | + |
| Implementation via API | - | - | - | + |
| White labeling | - | + | + | + |
| Level of iFrame customization | Light | Light | Medium | Full |
| Staging environment | Extra fee | Extra fee | Included | Included |
| New product features | - | Light | Medium | Full |
| Max. number of active users | Unlimited | Unlimited | Unlimited | Unlimited |
| Max. number of active automations (workflows) | Unlimited | Unlimited | Unlimited | Unlimited |
| Max. number of integration templates (solutions) | Unlimited | Unlimited | Unlimited | Unlimited |
| Tech support SLA | Second line | Second line | Second line | First line |
| API monitoring and maintenance | + | + | + | + |
| Max. API update time | 5 minutes | 5 minutes | 2 minutes | 1 minute |
| Custom webhooks | - | + | + | + |
| Bulk data migration | - | + | + | + |
| Enterprise apps | - | - | + | + |
| Data residency | - | - | + | + |
| Number of connectors included | 4 | 7 | 10 | Unlimited |
| Max. number of active connectors | 10 | Unlimited | Unlimited | Unlimited |
| Development of custom connectors per month | - | 1 | 2 | 3 |
| Integration engineer hours per month | 5 | 10 | 20 | 40 |
| Project team hours per month | 5 | 10 | 20 | 40 |
| Monthly transactions included | 750,000 | 3,000,000 | 7,000,000 | 15,000,000 |
| Price per 1000 additional transactions | $1.00 | $0.50 | $0.30 | $0.20 |
| Fixed monthly fee (Fixed Fee) | $750 | $1,300 | $2,100 | $5,000 |
| Per-connector monthly fee (Variable Fee) | $80 | $50 | $30 | - |
| Per-user pricing plans | Starter | Standard | Business | Enterprise |
|---|---|---|---|---|
| Native integrations | + | + | + | + |
| Implementation via iFrame | + | + | + | + |
| Implementation via API | - | - | - | + |
| White labeling | - | + | + | + |
| Level of iFrame customization | Light | Light | Medium | Full |
| Staging environment | Extra fee | Extra fee | Included | Included |
| New product features | - | Light | Medium | Full |
| Max. number of active automations (workflows) | Unlimited | Unlimited | Unlimited | Unlimited |
| Max. number of integration templates (solutions) | Unlimited | Unlimited | Unlimited | Unlimited |
| Tech support SLA | Second line | Second line | Second line | Second line or First line |
| API monitoring and maintenance | + | + | + | + |
| Max. API update time | 5 minutes | 5 minutes | 2 minutes | 1 minute |
| Custom webhooks | - | + | + | + |
| Bulk data migration | - | + | + | + |
| Enterprise apps | - | - | + | + |
| Data residency | - | - | + | + |
| Number of connectors included | Unlimited | Unlimited | Unlimited | Unlimited |
| Max. number of active connectors | Unlimited | Unlimited | Unlimited | Unlimited |
| Max. number of active users | 100 | 300 | 700 | Unlimited |
| Development of custom connectors per month | - | 1 | 2 | 3 |
| Integration engineer hours per month | 5 | 10 | 20 | 40 |
| Project team hours per month | 5 | 10 | 20 | 40 |
| Monthly transactions included | 750,000 | 3,000,000 | 7,000,000 | 15,000,000 |
| Price per 1000 additional transactions | $1,00 | $0.50 | $0.30 | $0.20 |
| Fixed monthly fee (Fixed Fee) | $750 | $1,300 | $2,100 | $5,000 |
| Per-user monthly fee (Variable Fee) | $10 | $7 | $4 | - |
| Proof of Concept | POC |
|---|---|
| Implementation via iFrame | + |
| White labeling | - |
| Level of iFrame customization | Default iFrame without branding |
| Max. number of active automations (workflows) | Up to 4 |
| Max. number of integration templates (solutions) | Up to 2 |
| Custom webhooks | + |
| Bulk data migration | + |
| Number of connectors included | Up to 3 including the Licensee application |
| Max. number of active users | 20 |
| Integration engineer hours per month | 5 |
| Dedicated Project team hours per month | 5 |
| Inclusive monthly transactions | 100,000 |
| Fixed monthly fee (Fixed Fee) | From $300 |
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The Parties agree to work under the pricing plan and the commercial terms indicated in the Quote.
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The Licensor’s monthly remuneration shall consist of fixed and variable fees:
2.1. The Fixed Fee shall be permanent and shall include:
2.1.1. Granting the Licensee the right to use the Product as stated in the Subject matter of this Agreement.
2.1.2. Inclusive monthly transactions (a transaction means a single successful data transmission from one cloud application to another made possible through the Product). The monthly transaction limit is set in aggregate for all the implemented connectors used by the Licensee in a particular month.
2.1.3. Development of new connectors upon the Licensee’s request as stated in the pricing plans.
2.1.4. Development hours of the Licensor’s integration engineers required to scale and enhance the Product functionality, including adding new triggers, actions, webhooks, data points, integration scenarios, solution templates, etc., as stated in the pricing plans.
2.2. The Fixed Fee for the first and last month of the term shall be calculated proportionally to the actual number of days when the Licensee used the Product during the calendar month.
2.3. The Variable Fee shall include:
2.3.1. Project team hours, including a dedicated account manager and a project manager.
2.3.2. Dedicated technical support provided by the Licensor to the Licensee and its customers.
2.3.3. Deployment of new integration templates (solutions) as stated in the pricing plans.
2.3.4. Additional monthly transactions used up by the Licensee and not included in the Fixed Fee.
2.4. The Variable Fee shall consist of:
2.4.1. Monthly fee for implemented connectors or active users. A connector shall be deemed “implemented” if it has been accepted by the Licensee and deployed to the Licensee's iFrame. The Licensor will only charge the Licensee for the Licensee's end users who have connected at least one connector and used at least one transaction in the payable calendar month after a 14-day trial. The trial starts when the Licensee's user is created and registered on Albato via the corresponding Albato API method "Add user." The Licensee won't be charged for users who didn't use any transactions outside of the trial period in the first month after registration, or didn't use any transactions in any given month.
2.4.2. Monthly fee for transaction overages outside of the monthly transaction limit included in the Fixed Fee. Transactions are calculated on a 1,000-package basis, i.e., any number of transactions up to 1,000 shall be regarded and paid for as one 1,000-transaction package.
2.5. The Licensee has the right to purchase additional transaction packages from the Licensor at any time, for the following fees:
| Number of transactions | Price per 1,000 transactions | Package price |
|---|---|---|
| 500,000 | $0.40 | $200 |
| 1,500,000 | $0.30 | $450 |
| 3,000,000 | $0.20 | $600 |
| 8,000,000 | $0.10 | $800 |
2.6. The Variable Fee hereunder shall be the aggregate of variable fees for all the implemented connectors used by the Licensee or active users. The variable fee shall be calculated based on the number of implemented connectors used by the Licensee, excluding the Licensee application, or the number of active users (the Licensee’s customers).
2.7. The Fixed Fee is a subscription plan. The Licensee is not entitled to request any refund or transfer of the unused service volumes from the current month to any following month.
2.8. Transaction packages are valid until fully used up, irrespective of the time it takes.
2.9. The Licensee is only allowed to switch between per-user and per-connector pricing plans once during the first six months after the Launch date (Clause 7.9.)
2.10. The Licensor will calculate the variable fees and include them in the monthly invoices to be paid by the Licensee, based on the number of the Licensee's active users on the last day of the payable calendar month or the number of implemented connectors.
- Once every twelve (12) months, the Licensor may unilaterally increase the Fixed Fee by up to 10% against those in effect by issuing an invoice for the increased amount. If the Licensor intends to change fees, it shall give the Licensee a 30-day notice before the effective date of the new fees.
4.In case of the need to change the pricing plan, the Licensee shall notify the Licensor by the agreed means of communication no later than fifteen (15) days before the end of the calendar month. The pricing plan is considered changed when the parties sign a new quote reflecting the changes.
5.If the Licensee reaches the limit on the number of active users under any of the Per-user pricing plans, their current plan will be upgraded to a higher plan according to the table in the Pricing plans section, starting the next calendar month.
- Additional explanations and definitions of the terms of use of the Product and SLA:
6.1. Implementation via iFrame: The Licensor will deploy integrations to the Licensee's product via an iFrame. The Licensor will use the Licensee's brand’s key visuals (e.g., fonts, colors, etc.) to make it more native and seamless to the Licensee's users. This model is the fastest to implement and the easiest to manage for both sides. It will also require the least effort from the Licensee's team to be implemented.
6.2. Implementation via API: This implementation type is also called "headless" deployment. The Licensor will build the backend and ready-to-use API methods for all integrations. The Licensee will then connect them to their product's interface and build out a custom UI for the integrations. Although this approach provides the most native UX for the Licensee's end users, it will require a weighty effort from the Licensee's designers, frontend developers, etc.
6.3. iFrame customization SLA:
6.3.1. Basic customization includes light changes to iFrame styles and colors, including application of the Licensee's CSS, etc.
6.3.2. Medium customization includes changes to iFrame fonts, colors, page layout, and alignment, including adding or removing some simple UI elements or replacing Albato's default iFrame copy with the Licensee's language.
6.3.3. Full customization includes everything from Medium plus significant changes to the UI elements, as well as the possibility of significantly rearranging the existing ones to make the iFrame a full-fledged custom interface. With this level of customization, the Licensee can also request that the Licensor introduces new languages to the iFrame UI.
6.4. Technical support SLA:
6.4.1. Second line of support means that the Licensor's tech support agents will interact with the Licensee's employees (not directly with the Licensee’s customers).
6.4.2. First line of support means that the Licensor's tech support agents will interact with Licensee’s customers directly.
6.5. White-labeling service means that the Licensor shall white-label authentication oAuth pages (where technically feasible), so that the Licensee’s customers won’t see any presence of the Licensor’s brand while using integrations. Licensor can add individual auth apps of the Licensee’s application to the systems the Licensee wants to integrate with. However, this approach has some limitations. Not all platforms allow adding multiple auth apps. This means that if the Albato auth app already exists in system XYZ, adding another one might not be feasible. Alternatively, Licensee can add their own auth apps to desired systems. Albato can then set up redirects to these apps, ensuring that they are displayed to users on authentication pages. This is a much better way to handle the white-label request.
6.5.1. A non-white-label version of the iFrame will also include the "Powered by Albato" credit in its footer.
6.6. The Licensor shall deliver custom connectors upon the Licensee’s request in line with the Pricing Plans (Development of custom connectors per month). A custom connector stands for integration with an app not listed in the Albato app library at a time when the Licensee requests the app.
6.6.1. The Licensor is technically capable of developing a custom connector for a third-party cloud application as long as it has accessible API documentation. The API of a third-party application should have all the necessary endpoints, methods, data points, authentication, etc., that the Licensor can add to the Albato application API and that are needed to build specific integration use cases, triggers, actions, etc., requested by the Licensee. The Licensor shall provide the Licensee with the agreed number of custom apps monthly, as per the SLA. Nevertheless, for apps of exceptional complexity with non-standard APIs or intricate logic (e.g., applications from Microsoft, Oracle, SAP, or certain Google tools such as Google Workspace), the delivery time may extend beyond the typical monthly timeframe. Additionally, unforeseen external factors such as prolonged moderation on the third-party side and challenges in obtaining the necessary access to third-party APIs or test accounts may further delay the ETAs. (edited)
6.6.2. By default, a requested custom app should be compatible with the Albato App Integrator service to be built in a no-code way. Otherwise, the Licensor will need to hard-code a custom app for the Licensee which will require custom backend development and extra man-hours from the Licensor's engineers and software developers. For such requests, the Licensor may be incapable of delivering the number of custom apps in line with the monthly SLAs.
6.6.3. The Licensor has the right to decline a Licensee's request for a custom app if, after a thorough evaluation by the Licensor, its development is considered unfeasible or requiring an unreasonable amount of resource.
6.6.4. The development of each custom connector includes 16 man-hours, free of charge, of the Licensor's team involved in its delivery. The Licensor will charge the Licensee for extra man-hours at a rate of $50/ man-hour. In this scenario, the Licensor will provide the Licensee with a detailed calculation of extra charges.
6.7. Development hours stand for man-hours of the Licensor’s integration engineers who utilize Albato App Integrator to add new cloud applications to the Albato API or enhance the functionality of the existing ones, including adding new triggers, actions, webhooks, data points, etc.
6.8. Enterprise apps include MySQL, PostgreSQL, Google BiqQuery, PayPal, WhatsApp Business, Netsuite, Microsoft Teams, Microsoft Dynamnics, Greenhouse, Bamboo HR, Workday, Microsoft Office 365, QuickBooks, Xero, Facebook, Instagram. The list is not limited to these applications and will continue to expand with the new enterprise-grade systems.
6.9. Data residency means that the Licensor will deploy additional cloud servers to keep the data of the Licensee's customers in a specific geographical location.
6.10. New product features means enhancements and changes to the default Licensor's product. With this SLA enabled, the Licensee can request, for example, a new method for the Albato embedded API that isn't currently provided by the Licensor within its core product. Another example of new features would be significant changes to the existing product modules, e.g., introducing more detailed error logs or adding a new logic of user grouping. The Licensor has the right to decline a Licensee's request for a product feature if, after a thorough evaluation by the Licensor, its development is considered unfeasible or requires an unreasonable amount of resources.
6.11. The detailed SLAs for each pricing plan are outlined in the table below:
| Starter | Standard | Business | Enterprise | |
|---|---|---|---|---|
| Set-up and onboarding | ||||
| API design support | Extra fee | Extra fee | Included | Included |
| Help with filling out a technical brief and initial requirements | + | + | + | + |
| Free implementation | --- | --- | Up to 2 months | Up to 2 months |
| Custom apps | --- | Up to 2 | Up to 4 | Up to 5 |
| Сreating and testing automations and solutions during the implementation | --- | Up to 4 solutions | Up to 7 solutions | Up to 15 solutions |
| Team hours included | 10 | 30 | 50 | 60 |
| Onboarding and learning materials | + | + | + | + |
| Ongoing project management | ||||
| Сreating and testing automations and solutions | Self-service | 4 solutions / month | 7 solutions / month | Up to 15 solutions / month |
| Proactive monitoring of integration usage and errors | Self-service | Self-service | Included | Included |
| Project team hours/ month | 5 | 10 | 20 | 40 |
| Integration engineer hours/ month | 5 | 10 | 20 | 40 |
| Ongoing customer success | ||||
| Tech support first response time | Up to 24 hours | Up to 8 hours | Up to 2 hours | Up to 1 hour |
| Submission of technical issues, questions and product requests | Via support | "Via support + Project manager" | "Via support + Project manager" | "Via support + Project manager" |
| Cadence calls with your CS team | 1 call / month | 2 calls / month | 1 call / week + upon request | 2 calls / week + upon request |
| Communication via | Email only | Email or Slack | Email or Slack | Email, Slack or your channel (e.g., MS Teams) |
| Weekly reports with valuable insights and recommendations | — | — | Included | Included |
| CS team hours/ month | 5 | 10 | 15 | 20 |
6.12. The free implementation only applies to iFrame-based implementation. For API-based implementation, the Licensor will charge the Licensee recurring monthly fees according to the chosen Pricing plan, starting the first month after the Launch date without any charge-free periods.
6.13. The Licensor has the right, at its sole discretion, to unilaterally make changes to the core software product of Albato, including but not limited to the iFrame of the Licensee. In this case, the Licensor will notify the Licensee no later than two calendar weeks in advance of upcoming changes if they clearly affect the appearance or operation of the Albato integrations on the Licensee's end. Such changes must not result in a reduction or decrease in the Product's functionality and the scope of services outlined in this agreement.
6.14. In pursuance of achieving the desired product fit and further full-scale collaboration, the Parties may choose to engage in a Proof of Concept (POC) aimed to determine whether the Product meets the Licensee’s requirements. This POC encompasses a series of collaborative steps to ensure a successful outcome:
POC Success Criteria: The Licensor and the Licensee will collaborate closely to establish precise success criteria, setting the stage for a successful POC journey.
POC Timeframe: The POC usually lasts for 1 or 2 months, but the Parties can agree to extend it at any time if necessary.
POC Price: The ultimate price may fluctuate depending on the complexity and scale of integration scenarios that the Licensee may request. The Licensor will assess the POC's scope and the amount of work required from the Licensor's team, and will then present the Licensee with the final price for their approval.
Technical Documentation: The Licensee will provide technical documentation with a clear and exhaustive description of the API endpoints and/or webhooks for the Licensee's SaaS application.
Connector Development: The Licensor will develop a bespoke connector for the Licensee's application with up to 3 triggers and 3 actions of the Licensee’s choice.
Application Selection: The Licensee will select up to 2 existing applications with the existing triggers and/or actions from the Albato App Library https://albato.com/apps.
Workflow Integration: The Licensor will set up data workflows (integrations) with the Licensee’s application and the chosen third-party apps.
Embeddable iFrame: The Licensor will deliver a ready-to-use, embeddable iFrame, allowing the Licensee to effortlessly integrate the created workflows into their staging or production environment. The iFrame will have the Albato default styling without any additional branding or white-labeling.
User Experience Testing: The Licensee will embed the iFrame into either the staging or production environment of their application, and assess the iFrame's UX/UI through internal testing, or by opening it to their customers.
Data Flow Testing: Albato and the Licensee will join forces to rigorously test the integrations, ensuring flawless data synchronization and alignment with the Licensee's requirements and established success criteria.
Outcome Evaluation: The Licensee will relay the POC results to Albato, offering insights into which success criteria were met, as well as any that require further attention.
Implementation
- The Licensor’s implementation services shall include the following scope of work:
7.1. The Parties shall agree on detailed technical requirements for the Connectors and their functionality, including the list of Connectors, triggers, actions, data points, implementation timelines, and costs. The agreements shall be made via email or other electronic means of communication.
7.2. The Licensor shall develop API methods for the Connectors, including triggers, actions, data points, webhooks, authentication methods, and other functions needed to create and deliver the Connectors with the integration scenarios as per the Licensee’s requirements.
7.3. The Licensor shall implement the Connectors via iFrame or API. The Parties shall agree on the iFrame interface design and mockup via email or other means of communication. The Licensor shall build and customize the iFrame in accordance with the design mockup the Parties agreed upon.
7.4. The Licensor shall create integration templates (Solutions) for the requested Connectors.
7.5. The Licensor shall set up test users and perform test operations for the developed triggers and actions, including exchanging data between the Licensee’s Software and third-party cloud applications through the Product, to ensure that the Connectors are error-free and work in accordance with the Licensee’s technical requirements and industry quality standards.
7.6. The Licensee shall provide the Licensor with a test environment and access to the Licensee’s test accounts with all necessary access levels and rights to make possible full testing of each Connector and deployment to the Licensee environment.
7.7. The day following the receipt of the upfront payment for the subscription under the Quote shall be considered the starting date for the implementation.
7.8. Upon completion of the implementation services, the Licensor shall send a confirmation of implementation letter to the Licensee via email or other electronic means. The services rendered shall be deemed accepted by the Licensee and the Connectors shall be deemed implemented after (i) receipt of a confirmation letter (email) from the Licensee on the date of receipt of reply from the Licensee, or (ii) in case the Licensee does not reply and at the same time does not send any additional requests or complaints in regard to the implementation within five (5) business days from the day of receipt of the confirmation of implementation letter from the Licensor — i.e., on the 6th business day after confirmation of implementation was sent by the the Licensor.
7.9. The Launch date is the day when the Licensor commences rendering services under the Quote and the MSA and is defined as the next business day after the upfront payment is received.
7.10. The default implementation scope shall include the number of man-hours per month for the services of the Albato integration engineers and project team, according to the SLA table in clause 6.11.
7.11. The Licensor shall implement the Product to the extent limited to the core capabilities and features of the Albato platform (Core Product) available on the date of the signing of the Quote, including the connectors listed in the Albato app library, built-in capabilities of the Albato App Integrator, iFrame, Solution Builder, and other tools that are inherent to the Albato platform. If the Licensee requests to implement extra features or functionality that fall outside of the Core Product and that, in turn, would require the Licensor to execute custom development to make significant changes to the Product front or backend, the Licensor shall charge the Licensee $50 per hour for the custom development. The same hourly rate will be charged if the implementation scope exceeds the amount of the inclusive implementation hours outlined in the SLA table in Clause 6.11.
Payments
- Monthly remuneration shall be paid to the Licensor as follows:
8.1. The Licensee shall pay the Fixed Fee on or before the 10th day of the current payable month.
8.2. The Licensee shall pay the Variable Fee on or before the 10th day following the end of the payable month. To determine the Variable Fee, the Licensor shall issue an invoice to the Licensee on or before the 5th day of the month following the payable month. The Licensee shall check whether the invoice is accurate within five (5) days of receipt and then settle the invoice or ask the Licensee for additional information to check whether the calculations are correct.
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The Licensee shall be deemed to have fulfilled its payment obligations as soon as the funds are credited to the Licensor's bank account.
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Whenever the Licensee fails to pay the Licensor's invoices by the due date (Clause 8.2.), the Licensor has the right to immediately charge a late payment fee in the amount of up to 50% of the outstanding invoice(s) and also to recover 10% of the amount in annual arrears, to be counted daily, as liquidated damages. Liquidated damages will not be recovered unless there is a written letter of claim lodged by the Licensor.
Term, Renewal and Termination
- The term of this Agreement shall commence on the date of the signing of the Quote (“Effective Date”) and shall continue in full force and effect as described by this Agreement for a period of 12 (twelve) months or for the period specified in the Quote.
12.1. This Agreement shall be automatically renewed on a yearly basis unless either party terminates it with written notice 30 days prior to the end of the twelve (12) month term.
12.2. If the Licensee fails to pay the outstanding invoice(s) for more than 30 (thirty) calendar days, the Licensor may terminate the Agreement early and suspend any ongoing services, including immediately blocking access to the Product, by sending an email notice to the Licensee at least 5 (five) business days prior.
Warranties
- Each Party represents and warrants to the other the following:
13.1. It has the full corporate right and authority to enter into this Agreement and to perform the acts required of it hereunder.
13.2. The execution of this Agreement by such Party and the performance by such Party of its obligations and duties hereunder do not and shall not violate any other Agreement to which such Party is a Party or by which it is otherwise bound.
13.3. When executed and delivered by such Party, this Agreement shall constitute the legal, valid, and binding obligation of such Party, enforceable against such Party according to its terms.
13.4. Such Party acknowledges that the other Party makes no representations, warranties, or Agreements related to the subject matter hereof that are not expressly specified in this Agreement.
Additional Provisions
- Force Majeure. If performance of this Agreement or any other obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either Party's reasonable control, and if the Party unable to carry out their obligations gives the other Party prompt written notice of the circumstances, then the obligations of the Party invoking this provision shall be suspended to the event necessary by such circumstances.
14.1. The term "Force Majeure" shall include, but is not limited to, acts of God, fire, explosion, vandalism, flood, storm, illness, injury, earthquake, general unavailability of essential materials, orders of military or civil authority, national emergencies, riots, strikes, lock-outs, work stoppages, or other labor disputes or supplier failures.
14.2. The Party excused by such events shall use all reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased.
14.3. An act or omission shall be deemed within the reasonable control of a Party if committed, omitted, or caused by such Party, or its employees, officers, agents, subsidiaries, or affiliates.
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Notices. All notices that either Party is required or may desire to serve upon the other Party shall be in e-writing and addressed to the Party to be served at the respective email addresses agreed by the Parties and shall be sent via email.
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Entire Agreement. This Agreement contains the entire Agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other Agreement, whether oral or written.
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Waiver of Contractual Rights. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
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Headings. The section and paragraph headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, govern, limit, modify, or construe the scope or extent of the provisions of this Agreement to which they may be related. Such headings are not part of this Agreement and shall not be given any legal effect.
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Amendments. The Licensor may revise this Agreement from time to time by posting a modified version of the Agreement including its effective date. If the Licensor makes material changes to the Agreement, the Licensor will provide the Licensee with reasonable notice prior to the new Agreement taking effect. By continuing to access or use the Product after the posting of any modified Agreement, the Licensee agrees to be bound by such modified Agreement.
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Severability. If any provision of this Agreement shall be held to be valid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
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Assignment. Assignment of the Agreement or any right thereunder is prohibited, unless approved by the other Party in writing in advance.
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This Agreement shall be governed by Cyprus laws[4], and all disputes shall be resolved through negotiations. In case of the failure to resolve disputes and disagreements through negotiations, the dispute shall be referred to the Cyprus courts[4]. The Licensor's liability hereunder shall be limited to the amount of the fee paid by the Licensee for the first billing period, except that nothing shall limit liability for a breach that caused death or personal injury. This Agreement is legally binding upon the Parties. This Agreement shall supersede all previous negations, agreements and correspondence between the Parties in regard to its subject matter.
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If the Licensee finds the Licensor’s Product and services satisfactory and meeting the Licensee’s expectations, the Licensee will agree to collaborate with the Licensor in the creation of a comprehensive case study, outlining the tangible business value derived from the Product on the Licensee’s side, showcasing the Licensee’s specific achievements and benefits. This collaboration includes providing essential feedback from the Licensee’s customers as well as specific data points, such as acceleration of integration delivery time; increase in adoption, retention, LTV, or average ticket; reduction in engineering and development costs related to integration development and maintenance; improvements in the customer acquisition cost and sales cycle length; increase in the number of integrations and active integration users (the Licensee’s customers); and other convincing business metrics and results made possible through the implementation of the Product. The resulting case study will be utilized internally (e.g., published on the Albato blog https://albato.com/blog/all) by the Licensor and shared with the Licensor’s customers on an individual basis as social proof. The Licensor commits to not publicly announcing or publishing the study on any media other than the Licensor’s own resources without obtaining explicit consent from the Licensee.The case study can be made in the format of an article (e.g., https://albato.com/blog/publications/maestra-case) or an interview (https://albato.com/blog/publications/interview-maestra) depending on which format the Parties find the most suitable.
VERSION[3] Text of the Agreement dated October 04, 2023
[1] The Albato cloud-based integration platform “Albato Embedded” developed and owned by the Licensor, designed to be incorporated in the Licensee’s product and exchange data between cloud applications
[2] A dynamic HTML page that is embedded inside the Licensee’s Application, allowing the inclusion of dynamic content from external sources
[3] The relevance and version of the Agreement are determined by the moment of signing the Agreement with an e-signature and payment for the Services.
[4] Unless stated otherwise in another document which the Parties agree takes precedence over this Agreement.