Fallback License Terms

Webswing Fallback License Terms

(“Terms”)

Effective Date of the Terms: 1st June 2025

1. Effective Date of the License.

For any individual or legal entity (the “Customer”) that orders a license for Webswing Software, a web server developed by Webswing Limited that allows running any Java desktop application in a web browser (“Webswing Software”), and who has not executed a separate written agreement with Webswing Limited, these Terms become effective and binding on the Customer as of the date Webswing accepts the Customer’s order. Acceptance of the order is evidenced by any of the following: (i) an email confirmation from Webswing; (ii) the issuance of an invoice by Webswing for that order; or (iii) Webswing granting the Customer access to the Webswing Client Portal (“Effective Date”).

2. License and Scope

Webswing Limited, 93 Upper George’s Street, Dun Laoghaire, A96 V1K8 Dublin, Ireland (“Webswing”), hereby grants the Customer a non-exclusive, non-transferable license to install, use, develop, modify, and maintain the Webswing Software for one (1) Java desktop application in a production environment (the “License”). Each additional application requires a separate License. The License includes the number or a package of Webswing Units purchased. One Webswing Unit equals 100 concurrent production users of the Combined Work (the Customer’s application + Webswing Software) in a SaaS deployment. For on-premise deployments, each corporate entity is measured separately: end-users who do not belong to the same legal entity (or its affiliates) are counted under separate Webswing Units, calculated by the number of their concurrent users.

3. Permitted Use.

The Customer is solely responsible for monitoring the number of deployed Units and must maintain active Licenses for every concurrent production user, whether the Combined work is customer-facing or used internally. In case the Customer exceeds the number of concurrent users bound to purchased Webswing Units, it is the Customer’s obligation to upgrade to a respective number of Webswing Units anytime during the Term. The grant of rights to the Customer under this License includes the right on the part of the Customer to sublicense the Webswing Software as part of the Combined Work. The utilization of Webswing Software in conjunction with any FOSS that directly or indirectly requires the public disclosure of the Webswing Software's source code is strictly prohibited.

4. Term

The term of the License is twelve (12) consecutive months beginning on the Effective Date (“Term”). The Term renews automatically for successive twelve-month periods unless either party provides written notice of non-renewal before the current Term expires.

Early termination by the Customer (or termination by Webswing for the Customer’s breach) does not shorten or otherwise affect the remainder of the current twelve-month Term, and all applicable Fees for that Term remain payable and are non-refundable.

If the Term is not renewed, the Customer may continue to use, on a perpetual “as-is” basis, any versions of the Webswing Software released during the paid Term; however, Webswing will have no further obligation to provide support, updates, security patches, or bug fixes.

5. Ordering

Where no full Webswing Agreement is signed, a license becomes binding when:

(i) Webswing sends written email acceptance of the Customer’s order; or

(ii) The customer countersigns an official Webswing quote; or

(iii) Webswing receives a Customer purchase order that references these terms; or

(iv) The customer pays a Webswing invoice that expressly references these Terms.

By placing an order or making payment, the Customer acknowledges and agrees to be bound by the latest version of these Terms available on Webswing's official webpage.

6. Support and Updates

Webswing undertakes to provide support and maintenance services together with the License. The support will be provided to the Customer within the selected SLA. Webswing may provide the Customer, from time to time, according to its sole discretion, with updates to the Webswing Software.

7. Fees

Initial and renewal fees are calculated according to Webswing’s price list in effect on the relevant invoice date unless agreed otherwise in writing. Any upgrade - additional Webswing Units - deployed anytime during the Term are invoiced at the then-current list price and from the date of upgrade starts a new Term. All invoices are NET 30 and the Customer is obliged to pay them in full by the due date. Webswing may suspend access to the full (non-evaluation) versions of the Webswing Software for any invoice that remains overdue; such suspension does not extend or pause the Term, and all fees for the current Term remain payable and non-refundable. The Customer has no right to compensation for any bank fees, charges, and/or other costs in connection to the cross-border payments. Each party carries out the expenses of its own bank.

8. Due Diligence and SLA

Under the Starter SLA, Webswing will not supply and has no obligation to supply any due-diligence materials or assistance, including but not limited to documentation or questionnaires on environmental, social-responsibility, insurance, security, pen-testing, SDLC, ISO/other certifications, risk-management, or similar policies and controls. If the Customer requests any such information or assistance, the Customer automatically upgrades to the Professional SLA for the relevant number of Webswing Units as of the date of the request. Webswing may immediately invoice the price difference, and the Professional SLA terms shall apply going forward.

An SLA upgrade may be made at any time during the Term. A downgrade is allowed only at the renewal date, by no more than one SLA tier, and the Starter tier is not available to multinational enterprises or government organizations.

9. Delivery and Access

Webswing Software is delivered online through the Webswing Client portal https://portal.webswing.org/login (“Client Portal”). The access rights to the Client portal are set up in accordance with the respective SLA. The Customer is permitted to download and file the Webswing Software and respective documentation.

10. Intellectual Property

The Customer acknowledges that the intellectual property rights belong at all times to Webswing. Nothing in these Terms shall transfer the intellectual property rights in the Webswing Software to the Customer, which shall remain vested in Webswing. For the avoidance of any doubt, the intellectual property of the Customer shall remain the property of the Customer. Webswing acknowledges and agrees that any Combined Work created or invented based on the Webswing Software or any Intellectual Property Rights embodied or incorporated in such Combined Work or any part thereof, shall be exclusively owned by the Customer.

11. Liability

Webswing’s total aggregate liability arising out of or relating to the Webswing Software is capped at a maximum of the amount paid by the Customer for the License. Webswing is not liable for indirect,

incidental, special, or consequential damages, including lost profits, revenue, or data. The above limits do not apply to liability that cannot legally be excluded or limited (e.g., wilful misconduct, gross negligence, or mandatory product-liability laws). Webswing is not liable for issues caused by (i) the use of the Webswing Software outside the license scope or after modification by anyone other than Webswing; or (ii) the use of outdated or altered releases when a current, unmodified release would avoid the issue. The Customer may use the Webswing Software only for lawful purposes and must at all times comply with all applicable laws and regulations. Any use for illegal, fraudulent, or unauthorized activities is strictly prohibited, and Webswing shall not be liable for any loss or damage arising from such misuse by the Customer. The Customer shall indemnify Webswing against all claims arising from the Customer’s misuse or breach of these Terms.

12. Warranty

Webswing warrants that (i) it has full power and authority to bind itself to these Terms and grant the License, (ii) when used in accordance with the documentation the Webswing Software will perform materially as described and remain free from viruses or other malicious code during the Term, and (iii) the Webswing Software does not infringe any third-party intellectual property rights.

13. Governing Law & Jurisdiction

These Terms are governed by Irish law. Disputes shall be submitted to the courts of Dublin, Ireland.

14. Updates to These Terms

Webswing may update these Terms from time to time. The current version is always available at www.webswing.org. Each update specifies an Effective Date at the top of the document, which is set 30 days after the date of publication. Changes take effect on that Effective Date unless the Customer objects in writing before it. Continued use of the Software after the Effective Date constitutes acceptance of the revised Terms.

Client Portal