http4k Commercial Subscription Terms

By signing this agreement, you and any entity that you represent (“Customer”) are unconditionally consenting to be bound by and are becoming a party to these http4k Commercial Subscription Terms (“Agreement”) as of the date of Customer’s first download of the Licensed Materials (the “Effective Date”).

This Agreement implements and defines the “valid subscription” requirement established in the http4k Commercial License. It details the subscription framework, general terms and conditions, and support services that constitute a valid subscription for commercial use of the Licensed Materials. For clarity, while the Commercial License establishes the fundamental requirement of a valid subscription for commercial use, this Agreement provides the framework for such subscriptions, with specific pricing and service details provided through Customer Quotes. A copy of the http4k Commercial License can be found at https://http4k.org/commercial-license/

This agreement governs the provision of subscriptions to http4k Pro and Enterprise Editions. All commercial use requires a valid subscription obtained through http4k’s official channels. Use of http4k Pro and Enterprise Editions is governed by the http4k Commercial License (available at http4k.org/commercial-license). By obtaining or activating a subscription, you and/or your organization agree to comply with all terms of the Commercial License.

By purchasing a subscription or using the Licensed Materials, you and/or your organization agree to comply with all terms of the Commercial License.

Customer’s continued use of the software or any Licensed Materials provided by http4k Ltd or one of its affiliates and/or subsidiaries, as specified on an order form or quote (“http4k”) shall also constitute assent to the terms of this agreement.

If these terms are considered an offer, acceptance is expressly limited to these terms. If you are executing this agreement on behalf of an organization, you represent that you have the authority to do so.

1. LICENSE AND SUPPORT

1.1 Upon obtaining a valid subscription through http4k’s official channels and subject to the terms and conditions of this Agreement, http4k hereby grants to Customer and its Affiliates (as defined below) a limited, non-exclusive, non-transferable, non-sublicensable license for Customer’s and its Affiliates’ employees and contractors to (1) internally (a) use, reproduce, modify, prepare derivative works based upon, and display the code of the Licensed Materials at the tier level selected by Customer or set forth on a Quote (as defined below), if applicable with the specifications generally promulgated by http4k from time to time (the “Software”) solely (i) for its internal use in connection with the development of Customer’s and/or its Affiliates’ own software, and (ii) by the number of Hosts (defined below) for which Customer has paid http4k; and (b) use the documentation, training materials or other materials supplied by http4k (the “Other http4k Materials”); and (2) modify the Software and publish patches to the Software.

Notwithstanding anything to the contrary, Customer agrees that http4k and/or its licensors (as applicable) retain all right, title and interest in and to all Software incorporated in such modifications and/or patches, and all such Software may only be used, copied, modified, displayed, distributed, or otherwise exploited in full compliance with this Agreement, and with a valid http4k Commercial subscription for the correct number of Hosts.

The Software and Other http4k Materials are collectively referred to herein as the “Licensed Materials.”

All terms defined in the http4k Commercial License shall have the same meaning in these Commercial Subscription Terms. Additionally, the following terms shall have the meanings set forth below:

“Access Credentials” means any credentials, tokens, keys, passwords, or access codes provided by http4k Ltd to subscribers for accessing private resources including but not limited to source code repositories, binary repositories, support systems, communication channels, and issue tracking systems.

“Affiliate” means any entity(ies) controlling, controlled by, and/or under common control with a party hereto, where “control” means the ownership of more than 50% of the voting securities in such entity.

“Customer” means the entity using the Licensed Materials under a valid subscription.

“Enterprise Edition” means the enhanced offering of the Software that includes Long Term Support and additional support services.

“Private Resources” means any private repositories, systems, channels, or services provided by http4k Ltd to subscribers as part of their subscription.

“Pro Edition” means the standard commercial offering of the Software.

“Quote” means a written agreement between http4k Ltd and Customer specifying Enterprise Edition terms, support levels, and pricing.

“Subscription Term” means the period for which a subscription is valid and active.

1.1.1 Customer Modifications. Customer may modify the Licensed Materials only for its own internal business use and subject to the following conditions:

  • All modifications must comply with the terms of this Agreement
  • Customer retains ownership of any original modifications they create
  • http4k retains ownership of the underlying Licensed Materials and any derivative works
  • Customer agrees that http4k has no support obligations for modified code unless otherwise agreed in the Quote
  • Customer agrees to indemnify and hold http4k harmless from any claims arising from Customer modifications

1.2 Subject to the terms and conditions of this Agreement, support services are provided based on subscription type. Pro Edition subscribers receive standard support services including security patches and updates. Enterprise Edition subscribers receive additional support services including Long Term Support (LTS) and dedicated support channels as specified in their Quote if any such agreement exists). Notwithstanding anything to the contrary, in the event that Customer does not reasonably comply with written specifications or instructions from http4k’s service engineers regarding any support issue or request (including without limitation, failure to make backups of Customer’s Licensed Materials) (each, a “Support Issue”), http4k may terminate its support obligations to Customer with respect to such Support Issue upon fifteen (15) days’ written notice if Customer does not cure such noncompliance within the notice period.

1.2.1 Customer may request support consisting of advice, consultancy and help concerning the use and operation of the Licensed Materials. http4k will provide these support services through channels specified in the Quote, if any such agreement exists.

1.2.2 Defects will be classified by http4k support staff, if support services are purchased, as follows:

  • Critical - Defect critical to Customer’s business, requiring a solution as quickly as possible
  • Major - Defect affecting a specific area of functionality
  • Minor - Defect with negligible, cosmetic effects

1.2.3 If support services are purchased, http4k will use reasonable endeavours to remedy Defects by:

  • Delivering a new Release; or
  • Providing the Customer with a suitable Workaround

1.2.4 Resolution of defects will be scheduled as follows:

  • Critical - via priority release as soon as practically possible, typically delivered as a Patch Release
  • Major - included in next standard release (Major, Minor, or Patch Release)
  • Minor - included in future Major or Minor Release (unscheduled)

1.2.5 Unless arranged otherwise in the quote, support is provided during UK business working days (Monday to Friday, 9AM-5PM local UK time), excluding public holidays. Alternative support hours may be arranged as specified in the Quote, if applicable.

1.2.6 Investigations into support tickets that are found to be caused by third party software defects or non-observance of operating instructions will be charged at the standard hourly rate specified in the Quote.

1.2.7 Support is provided in English only.

1.3 Training and Consultancy

1.3.1 Training courses are delivered for up to 10 persons per day. For in-person training, travel and associated costs are not included in the Training fee.

1.3.2 Consultancy activities are arranged on an as-needed basis.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 This Software is governed by this Commercial License. Usage is permitted under one of the following conditions:

a) Non-Commercial Usage:

  • Personal projects, academic research, education, and non-profit organizations may use the Software freely
  • Attribution is required in any resulting work or publication

b) Pro Edition Usage:

  • Required for any commercial use
  • Must maintain a valid Pro Edition subscription obtained through http4k’s official channels
  • Includes standard support services and updates

c) Enterprise Edition Usage:

  • Includes all Pro Edition features plus enhanced support options
  • Must maintain a valid Enterprise subscription as specified in Quote
  • Includes additional services as detailed in the Quote

Additionally, except as expressly authorized above, Customer will not, and will not permit any third party to:

(a) use the Licensed Materials for any purpose other than as specifically authorized in Section 1, or in such a manner that would enable any unlicensed person to access the Licensed Materials; (b) copy, adapt, modify, reverse engineer, decompile, reassemble or disassemble the Software in whole or in part except to the extent expressly permitted by applicable law; (c) make available the Software to third parties, unless such third parties are using or operating the Software solely on behalf of the Customer; (d) exceed the number of Hosts specified in the Quote or for which Customer has paid http4k, including but not limited to exceeding the number of concurrent developer licenses when using floating development licenses; (e) use the Licensed Materials or any other http4k software for timesharing or service bureau purposes or for any purpose other than its and its Affiliates’ own internal use; (f) use the Licensed Materials in connection with any high risk or strict liability activity (including, without limitation, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like); (g) use the Licensed Materials or software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); (h) use the Licensed Materials in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any Host or User authentication or security process), (2) impersonates any person or entity, including without limitation any employee or representative of http4k, or (3) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs).

2.2 Customer will cooperate with http4k in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as http4k may reasonably request. Customer will also cooperate with http4k in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Licensed Materials. Customer shall maintain during the term of this Agreement and through the end of the third year after the date on which the final payment is made under this Agreement, books, records, contracts and accounts relating to the payments due http4k under this Agreement (collectively, the “Customer Records”). http4k may, at its sole expense, upon 30 days’ prior written notice to Customer and during Customer’s normal business hours and subject to industry-standard confidentiality obligations, hire an independent third party auditor to audit the Customer Records only to verify the amounts payable under this Agreement. If an audit reveals underpayment, then Customer shall promptly pay the deficiency to http4k plus late fees pursuant to Section 5. http4k shall bear the cost of an audit unless the audit reveals underpayment by more than 5% for the audited period, in which case Customer shall promptly pay http4k for the reasonable costs of the audit.

2.3 Customer will be responsible for maintaining the security of Customer’s account, passwords (including but not limited to administrative and User passwords and credentials for Hosts like e) and files, and for all uses of Customer account with or without Customer’s knowledge or consent.

2.4 Customer agrees to implement reasonable controls to ensure that any modifications made under Section 1.1.1 are developed and deployed following secure software development practices, and to maintain appropriate records of all modifications made to the Licensed Materials.

3. CONFIDENTIALITY

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Without limiting the foregoing, the Licensed Materials are http4k Proprietary Information.

3.2 The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. In any event, http4k may collect data with respect to and report on the aggregate response rate and other aggregate measures of the Licensed Materials’ performance and Customer’s usage of the Licensed Materials; provided that http4k will not identify Customer as the source of any such data without Customer’s prior written consent. For the avoidance of doubt, use of a third party to host the data collected shall not be deemed a disclosure.

3.3 Each party acknowledges and agrees that the other may suffer irreparable damage in the event of a breach of the terms of Sections 1.1, 2.1 or 3.2 of this Agreement and that such party will be entitled to seek injunctive relief (without the necessity of posting a bond) in the event of any such breach.

3.4 Both parties will have the right to disclose the existence of the relationship between the parties, but not the terms and conditions of this Agreement, unless such disclosure of the Agreement terms is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirers.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Except as expressly set forth herein, http4k alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Licensed Materials, while Customer shall retain all rights to Customer modifications made in accordance with Section 1.1.1. Any suggestions, ideas, enhancement requests, feedback, code, or other recommendations provided by Customer, its Affiliates or any third party relating to the Licensed Materials (excluding Customer modifications made under Section 1.1.1), are hereby assigned to http4k. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Licensed Materials, or any intellectual property rights.

4.2 Customer shall not remove, alter or obscure any of http4k’s (or its licensors’) copyright notices, proprietary legends, trademark or service mark attributions, patent markings or other indicia of http4k’s (or its licensors’) ownership or contribution from the Licensed Materials. Additionally, Customer agrees to reproduce and include http4k’s (and its licensors’) proprietary and copyright notices on any copies of the Licensed Materials, or on any portion thereof, including reproduction of the copyright notice. Notwithstanding anything to the contrary herein, certain components of the Licensed Materials may include or use third party components which are licensed under the terms described in such source code annotations.

4.3 Customer and its licensors shall (and Customer hereby represents and warrants that they do) have and retain all right, title and interest (including, without limitation, sole ownership of) all software, information, content and data provided by or on behalf of Customer or made available or otherwise distributed through use of the Licensed Materials (“Content”) and the intellectual property rights with respect to that Content. If http4k receives any notice or claim that any Content, or Customer’s activities hereunder (including without limitation, with respect to any Content), infringes or violates the rights of a third party or any applicable law or regulation (a “Claim”), Customer will indemnify, defend and hold http4k harmless from all liability, damages, settlements, attorney fees and other costs and expenses in connection with any such Claim, as incurred. The immediately foregoing indemnity obligations are expressly conditioned on http4k providing Customer with prompt notice of, and reasonable cooperation and sole control over the defense and/or settlement of the applicable Claim. Subject to the foregoing, http4k may participate in the defense and/or settlement of any applicable Claim with counsel of its choosing at its own expense.

4.4 http4k will defend, indemnify and hold Customer harmless from liability and other amounts paid or payable to unaffiliated third parties resulting from (i) the infringement or violation of any intellectual property or proprietary rights by the Licensed Materials or (ii) the violation of applicable law or regulation by http4k in performance of its obligations hereunder, provided http4k is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement thereof. Subject to the foregoing, Customer may participate in the defense and/or settlement of any claim that is indemnifiable by http4k with counsel of its choosing at its own expense. The foregoing obligations do not apply with respect to portions or components of the Licensed Materials (i) not created by http4k, (ii) that are modified after delivery by http4k, (iii) combined with other products, processes or materials where the alleged infringement relates to such combination, (iv) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (v) where Customer’s use of the Licensed Materials is not strictly in accordance with this Agreement and all related documentation.

5. PAYMENT OF FEES

5.1 License Fees Unless otherwise specified in an executed Quote or handled through a reseller, Customer will pay http4k the applicable fees as set forth at https://http4k.org (the “Pricing”) for the Licensed Materials selected and/or used by Customer (the “Fees”) without any right of set-off or deduction.

5.2 Usage Monitoring and True-Up Customer agrees to:

  • Maintain complete and accurate records of all Host usage
  • Perform quarterly internal audits of actual Host usage against licensed quantities
  • Report any excess usage to http4k within 15 days of discovery
  • Pay for any excess usage retroactively from the date such usage began
  • Provide usage reports upon reasonable request from http4k

Failure to maintain accurate records or report excess usage constitutes a material breach of this agreement.

On each anniversary of the Effective Date: a) http4k will invoice Customer for any additional Customer Hosts beyond pre-paid quantities at the then-current rates b) All additional Hosts purchased shall be co-terminated through the end of the original Subscription period

5.3 All payments will be made in accordance with the payment schedule and the method of payment set forth in the Pricing. If not otherwise specified, (a) http4k will invoice Customer with respect to Fees up-front, for each term of the Customer’s subscription (as applicable), and (b) payments will be due within thirty (30) days of Customer’s receipt of correct invoice. Except as expressly set forth in this Agreement, all Fees paid and/or due hereunder (including any prepaid amounts) are non-refundable, including without limitation if this Agreement is terminated in accordance with Section 6 below. If Customer terminates this Agreement pursuant to Section 6.2 within 45 calendar days from receipt of the initial invoice for the Licensed Materials, http4k will refund all Fees paid hereunder.

5.4 Any unpaid fees are subject to a finance charge of one percent (1.0%) per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees. Fees under this Agreement are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any. Customer agrees to pay such taxes (excluding US taxes based on http4k’s net income) unless Customer has provided http4k with a valid exemption certificate. In the case of any withholding requirements, Customer will pay any required withholding itself and will not reduce the amount paid to http4k on account thereof.

6. SUBSCRIPTION RENEWAL & TERMINATION

6.1 Automatic Renewal Subscriptions automatically renew for equal terms unless:

  • Written notice is provided 30 days before renewal date
  • Material breach has occurred
  • Either party exercises termination rights under Section 6.4

6.2 Pricing Adjustments

6.2.1 http4k reserves the right to adjust subscription pricing at the time of renewal.

6.2.2 Price increases shall not exceed three percent (3%) per calendar year.

6.2.3 http4k will provide written notice of any price increase at least forty-five (45) days prior to the renewal date.

6.2.4 The new pricing will be invoiced on the renewal date.

6.3 Renewal Notification http4k will provide written notification of the upcoming renewal, including:

  • Current subscription details
  • Applicable pricing for the upcoming renewal period
  • Any changes to subscription terms

6.4 Non-Renewal

6.4.1 Either party may terminate the subscription by providing written notice prior to the renewal date.

6.4.2 Upon non-renewal:

  • Access to Licensed Materials and Private Resources will be revoked
  • Maintenance and support services will cease

6.5 Dispute Resolution Any disputes related to renewals or pricing shall be resolved through good-faith negotiation in accordance with the dispute resolution provisions in Section 13 of this Agreement.

6.6 This Agreement shall continue until terminated in accordance with this Section 6.

  • For subscribers with a Quote, either party may terminate this Agreement upon 15 days’ written notice in the event that Customer has no then-current subscription.
  • For Pro edition subscribers, continuation is subject to active renewal through ongoing subscription or purchase.

6.7 Customer may terminate this Agreement at any time upon written notice to http4k. Either party may terminate this Agreement immediately upon 15 days’ written notice to the other party in the event of any material breach of this Agreement (including without limitation, any breach of Section 2.2 and/or failure to pay any amounts when due hereunder) by such party where such material breach is not cured during such notice period.

6.8 Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings (provided such proceedings are not dismissed within one hundred twenty (120) days of such institution), (ii) upon the other party’s making an assignment for the benefit of creditors, or (iii) upon the other party’s dissolution or ceasing to do business without a successor.

6.9 Customer’s rights to the Licensed Materials, and any licenses granted hereunder, shall terminate upon any termination of this Agreement. In the event that Customer terminates this Agreement pursuant to the second sentence of Section 6.2 above, http4k will refund to Customer a pro-rated portion of pre-paid Fees for Services not actually received by Customer as of the date of such termination. The following Sections will survive any termination of this Agreement: 2 through 6 (except for Section 4.3), and 8 through 11.

7. ACCESS TO PRIVATE RESOURCES

7.1 Access Provision Subscribers will be provided with Access Credentials for Private Resources based on their subscription tier. These resources may include:

  • Source code and binary repositories
  • Support systems
  • Communication channels
  • Issue tracking systems
  • Documentation and materials
  • Other subscription-specific services

7.2 Credential Security Requirements Customer shall:

  • Keep all Access Credentials strictly confidential
  • Not share or distribute Access Credentials to any unauthorized users
  • Use Access Credentials only in accordance with these subscription terms
  • Implement reasonable security measures to prevent unauthorized access
  • Immediately notify http4k Ltd of any suspected compromise or unauthorized use
  • Ensure that any authorized users understand and comply with these security requirements

7.3 Prohibited Actions Customer shall not:

  • Share Access Credentials outside their organization
  • Attempt to circumvent or disable any access controls
  • Use automated means to access Private Resources unless explicitly authorized
  • Publish or expose Access Credentials in any form
  • Continue using compromised Access Credentials after notification
  • Redistribute content from Private Resources except as explicitly permitted

7.4 Access Term and Termination

7.4.1 Access Credentials will be provided upon commencement of subscription

7.4.2 Access will be maintained throughout the subscription period as long as account remains in good standing

7.4.3 Upon termination or expiration of subscription:

  • All Access Credentials will be immediately revoked
  • Customer must cease use of all Access Credentials
  • Customer must ensure all copies of Access Credentials are destroyed
  • Customer must remove all stored Private Resource contents from their systems where required
  • Customer retains rights to use previously accessed resources in accordance with the Commercial License where permitted

7.5 Technical Protection Measures

7.5.1 Customer acknowledges that certain subscription tiers provide access to protected source code, including LTS releases, which constitute valuable trade secrets of http4k Ltd. Such source code:

  • May only be accessed by authorized personnel within your organization
  • Must not be stored in any persistent form outside of approved build systems
  • Must be treated with at least the same level of security as your own source code
  • Security incidents involving protected source code must be reported within 24 hours

7.5.2 Customer shall not:

  • Circumvent, remove, or tamper with any technical protection measures
  • Attempt to bypass or disable any license enforcement mechanisms
  • Use tools or techniques to defeat or bypass security features
  • Share or publish protected source code or components

7.5.3 These obligations are in addition to the Access Credential requirements specified above.

8. WARRANTY; CUSTOMER SOFTWARE SECURITY

http4k represents and warrants that (i) it has all rights and licenses necessary for it to perform its obligations hereunder, consistent with the Warranty provisions in the http4k Commercial License, and (ii) it will not knowingly include, in any http4k software released to the public and provided to Customer hereunder, any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that are intentionally designed to disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of a network, computer program or computer system or any component thereof, including its security or user data. This warranty applies only to unmodified Licensed Materials as provided by http4k and expressly excludes any Customer modifications made under Section 1.1.1. If, at any time, http4k fails to comply with the warranty in this Section, Customer may promptly notify http4k in writing of any such noncompliance. http4k will, within thirty (30) days of receipt of such written notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable plan for correcting them is not established during such period, Customer may terminate this Agreement as its sole and exclusive remedy for such noncompliance.

9. WARRANTY DISCLAIMER

EXCEPT AS EXPRESSLY STATED HEREIN, THE LICENSED MATERIALS, SOFTWARE AND HTTP4K PROPRIETARY INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS-IS,” WITHOUT ANY WARRANTIES OF ANY KIND. HTTP4K AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. HTTP4K SPECIFICALLY DISCLAIMS ALL WARRANTIES RELATING TO CUSTOMER MODIFICATIONS MADE UNDER SECTION 1.1.1.

10. LIMITATION OF LIABILITY

EXCEPT WITH RESPECT TO BREACH(ES) OF SECTION 1.1 AND/OR 2.1, IN NO EVENT WILL EITHER PARTY OR THEIR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE LICENSED MATERIALS (INCLUDING ANY CUSTOMER MODIFICATIONS MADE UNDER SECTION 1.1.1) OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, ANY DELAY OR INABILITY TO USE THE LICENSED MATERIALS OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. EXCEPT WITH RESPECT TO BREACH(ES) OF SECTION 1.1 AND/OR 2.1, THE TOTAL LIABILITY OF EACH PARTY AND ITS LICENSORS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF (i) ONE THOUSAND DOLLARS ($1,000), OR (ii) THE FEES PAID TO HTTP4K HEREUNDER IN ONE YEAR PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. HTTP4K SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS ARISING FROM OR RELATED TO CUSTOMER MODIFICATIONS MADE UNDER SECTION 1.1.1.

11. U.S. GOVERNMENT MATTERS

Notwithstanding anything else, Customer may not provide to any person or export or re-export or allow the export or re-export of the Licensed Materials or any software or anything related thereto or any direct product thereof (collectively “Controlled Subject Matter”), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing Customer acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Use of the Licensed Materials is representation and warranty that neither the User nor Host is located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations.

12. EXPORT COMPLIANCE

Export laws and regulations of the European Union, the United States, Great Britain and other relevant local export laws and regulations may apply to the Software (“Export Laws”). The Customer agrees that such Export Laws govern the use and the distribution of the Software by the Customer and warrants that the Software will not be exported, directly or indirectly, in violation of the Export Laws, or will be used for any purpose prohibited by the Export Laws.

13. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by either party without the other party’s prior written consent, not to be unreasonably withheld or delayed; provided that either party may transfer and/or assign this Agreement to a successor in the event of a sale of all or substantially all of its business or assets to which this Agreement relates. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed or otherwise agreed to by each party, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. http4k will not be liable for any loss resulting from a cause over which it does not have direct control. This Agreement shall be governed by and construed in accordance with the laws agreed upon in writing between the parties. If no governing law is specified in a written agreement between the parties, any disputes shall be resolved in accordance with the laws of the jurisdiction where http4k Ltd is incorporated, without regard to its conflict of laws provisions.

14. DATA PRIVACY

Customer shall ensure that any and all information or data, including without limitation, personal data, used by Customer in connection with the Agreement (“Customer Data”) is collected, processed, transferred and used in full compliance with Applicable Data Protection Laws (as defined below) and that it has all obtained all necessary authorizations and consents from any data subjects to process Customer Data. Customer shall adopt and maintain appropriate organizational, technical and security measures prior to any such collection, processing or transfer in order to protect against unauthorized access to or use of Customer Data. Customer shall immediately inform http4k upon becoming aware of any breach within the meaning of Applicable Data Protection Law relating to Customer Data (a “Security Incident”) and to cooperate with http4k in any investigation thereof and in the implementation of any measures reasonably required to be taken in response thereto. If required by Applicable Data Protection Laws, the parties will enter into standard contractual clauses under GDPR (as defined below) for the transfer of any Customer Data outside of the European Union. For purposes hereof: (a) “Applicable Data Protection Laws” means any applicable laws, statutes or regulations as may be amended, extended or re-enacted from time to time which relate to personal data including without limitation (i) prior to 25 May 2018, the EU Data Protection Directive 95/46/EC as transposed into EU Member State law; (ii) from and after 25 May 2018, GDPR and any EU Member State laws implementing the GDPR; and (iii) the e-Privacy Directive 2002/58/EC, as amended and as transposed into EU Member State law and any legislation replacing the e-Privacy Directive and (b) “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Counsel of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

This work, “http4k Commercial Subscription Terms”, is a derivative of “authentik Subscription Terms”, by Authentik Security Inc., used under CC BY-SA 4.0. “http4k Commercial Subscription Terms” is licensed under CC BY-SA 4.0 by http4k Ltd.

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