SOFTWARE MANSION RADON IDE SUPPORTER SUBSCRIPTION AGREEMENT FOR INDIVIDUAL CUSTOMERS
Version 4.0, effective as of December 1, 2024
IMPORTANT! READ CAREFULLY: THIS IS A LEGAL AGREEMENT. BY CLICKING ON THE “I AGREE” (OR SIMILAR) BUTTON THAT IS PRESENTED TO YOU AT THE TIME OF PURCHASE, OR BY DOWNLOADING, INSTALLING, COPYING, SAVING ON YOUR DEVICE, OR OTHERWISE USING SOFTWARE MANSION SOFTWARE, SUPPORT, OR PRODUCTS, YOU BECOME A PARTY TO THIS AGREEMENT, YOU DECLARE YOU HAVE THE LEGAL CAPACITY TO ENTER INTO THIS AGREEMENT, AND YOU CONSENT TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET FORTH BELOW. Software Mansion and Customer may each also be referred to individually as a “Party” or jointly as the “Parties”.
1. PARTIES
1.1. “Customer” or “you” means the individual specified in the Subscription Confirmation who is at least 13 years old. For the avoidance of doubt, Customer is a natural person and not a corporation, company, partnership, association, or other entity or organization.
1.2. “Software Mansion” or “we” means: Software Mansion S.A., a joint stock company with its principal place of business at ul. Zabłocie 43b, 30-701 Kraków, Poland, entered in the register of businesses conducted by the District Court in Kraków for Kraków-Śródmieście, XI Commercial Division of the National Court Register with KRS number 0000961952, NIP 6793131302, REGON 364909814.
2. DEFINITIONS
2.1. “Affiliate” means, with respect to any Party, any entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control of such Party; “control” for such purposes means the possession, direct or indirect, of the power to direct or affect the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract, or otherwise.
2.2. “Agreement” means this Supporter Radon IDE Subscription Agreement for Individual Customers.
2.3. “Bug Fix Update” for a particular Product Version means a software update or release that is specifically identified by Software Mansion as a bug fix for that Product Version.
2.4. “Supporter Version” means Early Access versions of a Product that allow you to try a pre-release Product Version. The full release is planned for November 2024.
2.5. “Machine” means a computing device used by Customer for running the Product.
2.6. “Product” means Radon IDE created by Software Mansion, intended for mass distribution. Software Mansion does not develop Products according to Customer’s specifications, nor are Products customized through modification or personalization.
2.7. “Product Version” means a release, update, or upgrade of a particular Product that is not identified by Software Mansion as being made for the purpose of fixing software bugs.
2.8. “Subscription” specifies the subscription term, Products provided to Customer, subscription fees, and payment schedules.
2.9. “Subscription Confirmation” means an email confirming Customer’s rights to access and use Products, including Subscription plans, and stating the applicable use limitations for the Product (such as, for example, the number of users and the license period).
3. GRANT OF RIGHTS
3.1 The Early Access Version Product is provided to Customer on a ‘per user’ basis, with a discount, where Customer may deploy the Early Access Version Product on multiple Machines in accordance with the Early Access Version Product documentation, provided that Customer remains the sole user of the Early Access Version Product.
3.2A The Early Access Version Product license will convert into a full version license on December 2, 2024 after and will automatically renew for an additional subscription period of one month (which will then automatically renew each month if not canceled by the Customer), if the Product will be officially launched in its full version; or, in the event of discontinuation of the Product, this license will expire on December 2. The fees for the new subscription period will be discounted - the Customer will receive a -50% discount for a number of months of subscription equal to the number of full months (billing periods) of the Early Access Version Product that the Customer paid for. For example, if the Customer purchased the Early Access Version Product on August 15, 2024:
- the last billing under this License will occur on November 15, 2024;
- the number of full months of this Early Access Version Product for which the Customer paid is 4;
- beginning December 15, 2024, a new billing period will commence, under the Full Version license terms.
However, if the subscription is discontinued by the Customer at any point before the discount is used in full, the accrued discount will be forfeited. Customer authorizes Software Mansion to charge Customer’s payment card automatically on December 2 for additional, monthly subscription period, and in the full amount of $ 19.00 and further discounted as above. For more information on how the payments are processed, please see the Radon IDE Purchase Terms available at: ide.swmansion.com/purchase-terms.
3.2B Radon IDE for Windows will enter open beta on December 2, 2024 and will remain free of charge until further notice.
3.3. Unless the Subscription has expired or this Agreement is terminated in accordance with Section 12, and subject to the terms and conditions specified in this Agreement, Software Mansion grants you the non-exclusive and non-transferable right to use the Early Access Version Product covered by the Subscription as stipulated below:
(A) You may:
(i) install and use any version of the Product covered by the Subscription on any number of Machines and on any operating system supported by the Product; and
(ii) make one copy of the Product solely for archival, security, and/or backup purposes.
(B) You may not:
(i) allow the same Subscription to be used concurrently by another user apart from yourself;
(ii) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, or transfer the Product;
(iii) provide a third party with access to the Product, or the right to use the Product;
(iv) reverse engineer, decompile, disassemble, modify, translate, or make any attempt to discover the source code of, the Product; or
(v) remove or obscure any proprietary or other notices contained in the Product.
3.4. This subscription is only for natural persons who are purchasing a subscription to Products using only their own funds. Notwithstanding anything to the contrary in this Agreement, you may not use any of the Products, and this grant of rights shall not be in effect, in the event that you do not pay Subscription fees using your own funds. If any third party pays the Subscription fees or if you expect or receive reimbursement for those fees from any third party, this grant of rights shall be invalid and void.
3.5. Customer acknowledges that no ownership rights are conveyed to you, irrespective of the use of terms such as ‘purchase’ or ‘sale’. Software Mansion has and retains all rights, title, and interest, including all intellectual property rights, in and to the Products, any and all related or underlying technology, and any modifications or derivative works of the Products, including without limitation as they may incorporate Feedback (as defined below).
4. PURCHASING THROUGH RESELLERS AND DISTRIBUTORS
This Agreement applies whether you purchase a Subscription directly from Software Mansion or through an authorized Software Mansion reseller or distributor. If you purchase through a Software Mansion reseller or distributor, the Subscription details shall be as stated in the Subscription Confirmation issued to you by the reseller or distributor, and the reseller or distributor is responsible for the accuracy of any such Subscription Confirmation. Neither resellers nor distributors are authorized to make any promises or commitments on Software Mansion’ behalf, and you understand and agree that Software Mansion is not bound by any obligations to you other than as specified in this Agreement.
5. ACCESS TO PRODUCTS
5.1. All deliveries under this Agreement will be electronic. You must have an Internet connection in order to access the Product and receive any deliveries. You are responsible for downloading and installing the Products.
5.2 You may activate and access Products by using the link provided to you in the Subscription Confirmation email.
6. FEES
6.1. Customer shall pay Subscription fees, as specified on the Software Mansion website at ide.swmansion.com and in accordance with the Software Mansion IDE Terms and Conditions of Purchase (available at ide.swmansion.com/purchase-terms) or an authorized Software Mansion reseller’s terms of purchase, whichever are applicable.
6.2. The Subscription fees must be paid in full, and any levies, duties, and/or taxes imposed by Customer’s jurisdiction (including, but not limited to, value added tax, sales tax, and withholding tax) shall be borne solely by Customer. Customer may not deduct any amounts from fees payable to Software Mansion or an authorized Software Mansion reseller, unless otherwise specified in the applicable terms of purchase.
7. Merchant of Record
Software Mansion may use third party payment processors (each, a “Payment Processor”) to bill Customer. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, in addition to these Purchase Terms. Customer agrees to pay Software Mansion, through the Payment Processor, all charges at the prices then in effect for any purchase in accordance with the applicable payment terms. Customer agrees to make payment using the payment method Customer chose.
8. FEEDBACK
You have no obligation to provide us with ideas, suggestions, or proposals (“Feedback”). However, if you submit Feedback to us, then you grant us a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, or publicly perform the Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise.
9. THIRD-PARTY SOFTWARE
The Products include code and libraries licensed to us by third parties, including open source software (“Third-Party Software”). A list of Third-Party Software included in each Product is available in the respective Product documentation. All Third-Party Software is provided to You under the respective terms stipulated in the Product documentation.
10. WARRANTY LIMITATIONS
10.1. ALL PRODUCTS ARE PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE PRODUCTS IS AT CUSTOMER’S OWN RISK.
10.2. SOFTWARE MANSION MAKES NO WARRANTY AS TO THE PRODUCTS’ USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOFTWARE MANSION (AND ITS AFFILIATES, SHAREHOLDERS, AGENTS, DIRECTORS, AND EMPLOYEES), ITS LICENSORS, SUPPLIERS (INCLUDING THE PROVIDERS OF THIRD PARTY SOFTWARE), AND RESELLERS (COLLECTIVELY HEREUNDER, “SOFTWARE MANSION PARTIES”) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT) WITH REGARD TO THE PRODUCTS AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.
10.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOFTWARE MANSION PARTIES DO NOT REPRESENT OR WARRANT THAT THE PRODUCTS: (A) ARE ACCURATE, RELIABLE, OR CORRECT; (B) WILL MEET ANY CUSTOMER REQUIREMENTS; (C) WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, OR SECURE; (D) ARE FREE OF DEFECTS OR ERRORS AND THAT ANY, IF FOUND, WILL BE CORRECTED; AND/OR (E) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
10.4. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS ARE DOWNLOADED AT CUSTOMER’S OWN RISK; CUSTOMER AGREES IT IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS PROPERTY AND/OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
10.5. CUSTOMER MAY HAVE OTHER RIGHTS WHICH MAY NOT BE LIMITED OR EXCLUDED AND WHICH MAY VARY FROM JURISDICTION TO JURISDICTION. THIS DOCUMENT IS NOT INTENDED TO NEGATIVELY AFFECT SUCH RIGHTS.
11. DISCLAIMER OF DAMAGES
11.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SOFTWARE MANSION PARTIES BE LIABLE TO CUSTOMER, CUSTOMER’S AFFILIATES, USERS, OR ANYONE ELSE FOR: (A) ANY LOSS OF USE, DATA, GOODWILL, OR PROFITS, WHETHER OR NOT FORESEEABLE; (B) ANY LOSS OR DAMAGES IN CONNECTION WITH TERMINATION OR SUSPENSION OF CUSTOMER’S ACCESS TO THE PRODUCTS IN ACCORDANCE WITH THIS AGREEMENT; OR (C) ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER (EVEN IF THE RELEVANT SOFTWARE MANSION PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), INCLUDING THOSE (X) RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT THEY ARE FORESEEABLE, (Y) BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR (Z) ARISING FROM ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S USE OF OR ACCESS TO THE PRODUCTS OR SUPPORT. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. 11.2. THE TOTAL LIABILITY OF THE SOFTWARE MANSION PARTIES IN ANY MATTER ARISING OUT OF OR IN RELATION TO THIS AGREEMENT IS LIMITED TO THE GREATER OF (A) ONE HUNDRED (100) US DOLLARS OR (B) THE AGGREGATE AMOUNT PAID OR PAYABLE BY CUSTOMER DURING THE THREE-MONTH PERIOD PRECEDING THE EVENT FOR THE PRODUCTS GIVING RISE TO THE LIABILITY. THIS LIMITATION WILL APPLY EVEN IF THE SOFTWARE MANSION PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF LIABILITY EXCEEDING SUCH AN AMOUNT AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
12. TERM AND TERMINATION
12.1. The term of this Agreement will commence upon acceptance of this Agreement by Customer as set forth in the preamble above, and it will continue for each Product through the end of the applicable Subscription period specified in the respective Subscription Confirmation. The Subscription and this Agreement will automatically renew as described in section 3.2 above.
12.2. You may terminate this Agreement at any time by cancelling your Product Subscription via the link provided to you in Subscription Confirmation or via the termination procedure available at the Merchant of Record’s website (e.g. Paddle.com). If such termination occurs during a Subscription period, this Agreement will continue to be effective until the end of that Subscription period. Such termination does not relieve you of the obligation to pay any outstanding Subscription fees owed to Software Mansion, and no credits or refunds will be issued to you for prepaid Subscription fees.
12.3. Software Mansion may terminate this Agreement and the associated Subscription if:
(A) Customer has materially breached this Agreement and fails to remedy the breach within thirty (30) days of written notice;
(B) Customer fails to make timely payment of Subscription fees in accordance with Section 6 of this Agreement;
(C) Software Mansion is required to do so by law (for example, where the provision of the Product to Customer is, or becomes, unlawful); or
(D) Software Mansion elects to discontinue providing the Product, in whole or in part.
12.4. Software Mansion will make reasonable efforts to notify Customer via email (to the email address of the billing or technical contact provided by Customer) as follows:
(A) Thirty (30) days prior to termination of the Agreement in the events specified in Sections 12.3(C) and 12.3(D) above, in which case Customer will be entitled to a refund of the unused portion of prepaid Subscription fees, if applicable;
(B) Three (3) days prior to termination of the Agreement in the event specified in Section 12.3(B), in which case Customer will not be entitled to any refund of the unused portion of prepaid Subscription fees.
12.5. Survival. Upon the expiration or termination of this Agreement, Sections 6, 7, 8, 10, 11, and 15 of this Agreement survive.
13. TEMPORARY SUSPENSION
13.1. Software Mansion reserves the right to suspend Customer’s access to Software Mansion Products if:
(A) Customer fails to pay Subscription fees on time in accordance with Section 6;
(B) Customer’s use of Product is in violation of this Agreement or disrupts or imminently threatens the security, integrity, or availability of a Product.
13.2. If Software Mansion suspends Customer’s access to Products for non-payment in accordance with Section 13.1(A), Customer must pay all past due amounts in order to resume access to Product.
13.3. If Software Mansion suspends access to Product in accordance with Section 13.1, Customer agrees that Software Mansion is entitled to charge Customer for the time period during which Customer has access to Software Mansion Products until either access is restored in accordance with Section 13.2 or the Subscription is terminated in accordance with this Agreement.
14. EXPORT REGULATIONS
14.1. Customer must comply with all applicable laws and regulations with regard to economic sanctions, export controls, import regulations, restrictive measures, and trade embargoes (all herein referred to as “Sanctions”), including those of the European Union and United States. Customer declares and warrants that it is not a person targeted by Sanctions nor is it otherwise acting on behalf of any entity or person targeted by Sanctions. Customer agrees that it will not download or otherwise export or re-export the Product or any related technical data directly or indirectly to any person targeted by Sanctions or download or otherwise use the Product for any end-use prohibited or restricted by Sanctions.
15. GENERAL
15.1. Entire Agreement. The following documents are part of (‘incorporated into’) this Agreement: the Software Mansion IDE Privacy Policy, available at ide.swmansion.com/privacy-policy, and the Software Mansion IDE Terms and Conditions of Purchase, available at ide.swmansion.com/purchase-terms). Together, these documents form the entire agreement and replace any previous agreement between you and us in relation to its subject matter. Except as expressly mentioned, this Agreement does not apply or give rights to anyone else (‘no third-party beneficiaries’). No purchase order, Customer terms, or other document that purports to modify or supplement this Agreement will vary the terms of this Agreement unless signed by Customer and Software Mansion.
15.2. Reservation of Rights. Software Mansion reserves the right at any time to cease its support of the Product and to alter prices, features, specifications, capabilities, functions, terms of use, release dates, general availability, and other characteristics of the Product. Nothing in this Agreement limits any rights a consumer may have under applicable consumer protection laws.
15.3. Changes to this Agreement. The Agreement can be updated from time to time, to reflect changes in the Product and how it is offered to you.
(A) If this happens, we will update the terms on the Software Mansion website and let you know either:
(i) by displaying them to you in the Product; or
(ii) by sending the updated version to the email address used.
(B) Any updated Agreement will start (‘be effective’) on the date specified in the updated Agreement. By continuing to use the Product after the effective date you agree to be bound by the modified Agreement.
(C) We respect that you may not agree to the updated Agreement. If that is the case, you can terminate your Subscription any time up to 30 days after the effective date of the updated Agreement. Termination according to this Section entitles you to a pro-rata refund of the pre-paid unused Subscription fees.
15.4. Opportunity to Review. You declare that you have had sufficient opportunity to review this Agreement, understand the content of all of its sections, negotiate its terms, and seek independent professional legal advice before entering into it. Consequently, any statutory “form contract” (“adhesion contract”) regulations shall not be applicable to this Agreement.
15.5. Severability. If a particular term of this Agreement is not enforceable, the unenforceability of that term will not affect any other terms of this Agreement.
15.6. Interpretation. Headings and titles are for convenience only and do not affect the interpretation of this Agreement. Terms such as “including” are not exhaustive.
15.7. No Waiver. Our failure to enforce or exercise any part of this Agreement is not a waiver of that section.
15.8. Notice. Software Mansion may deliver any notice to Customer via electronic mail to an email address provided by Customer, registered mail, personal delivery, or reputable express courier (such as DHL, FedEx, or UPS). Any such notice will be deemed to be effective (i) on the day the notice is sent to Customer via email, (ii) upon personal delivery, (iii) one (1) day after deposit with an express courier, or (iv) five (5) days after deposit in the mail, whichever occurs first.
15.9. Governing Law. This Agreement is governed by the laws of Poland, without reference to conflict of laws principles and specifically excluding the United Nations Convention on Contracts for the International Sale of Goods. The Parties to the agreement constituted by this Agreement undertake to use best commercial efforts to amicably settle any disputes arising hereunder (“Dispute”).
15.10. Dispute Resolution. Should the Parties to this Agreement fail to settle a Dispute amicably, the Dispute will be decided by the courts having general jurisdiction over Software Mansion; if you are a consumer, we both agree that any Dispute-related litigation may only be brought in, and shall be subject to the jurisdiction of, any competent court of Poland, unless provided otherwise by applicable consumer law. Consumer Disputes can also be settled out of court through the European Commission’s online platform for dispute resolution (ec.europa.eu/consumers/odr).
15.11. Data Privacy. By accepting this Agreement, Customer acknowledges that Software Mansion will process personal data in accordance with Software Mansion IDE Privacy Policy (available at ide.swmansion.com/privacy-policy).
15.12. Force Majeure. Neither Party shall be in breach of this Agreement, or otherwise liable to the other, by reason of any delay in performance, or non-performance, of any of its obligations under this Agreement (except payment obligations), arising directly from an act of God, fire, flood, natural disaster, act of terrorism, strike, lock-out, labor dispute, public health emergency, civil commotion, riot, or act of war.
15.13. Children and minors. If You are under 18 years old, then by entering into this Agreement you explicitly stipulate that (i) you have legal capacity to conclude this Agreement or that you have valid consent from a parent or legal guardian to do so and (ii) you understand the Software Mansion IDE Privacy Policy (available at ide.swmansion.com/privacy-policy). You may not enter into this Agreement if you are under 13 years old. IF YOU DO NOT UNDERSTAND THIS SECTION, DO NOT UNDERSTAND THE SOFTWARE MANSION PRIVACY POLICY, OR DO NOT KNOW WHETHER YOU HAVE THE LEGAL CAPACITY TO ACCEPT THESE TERMS, PLEASE ASK YOUR PARENT OR LEGAL GUARDIAN FOR HELP. The previous version of this agreement is available here. For further information, please contact us at legal@swmansion.com.