Heartwood EULA

IMPORTANT! READ CAREFULLY:

THIS IS A LEGAL AGREEMENT. BY CLICKING ON THE “I AGREE” (OR SIMILAR) BUTTON THAT IS PRESENTED TO CUSTOMER AT THE TIME OF PURCHASE, OR BY DOWNLOADING, INSTALLING, COPYING, SAVING ON CUSTOMER’S DEVICE, OR OTHERWISE USING LAMBDA SOFTWARE, SUPPORT, OR PRODUCTS, CUSTOMER BECOMES A PARTY TO THIS AGREEMENT AND CONSENTS TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET FORTH BELOW.

Note: In the event that the terms of this Agreement are in conflict with the terms of any agreement individually negotiated and agreed between Lambda and Customer (as defined below), the terms of the latter shall prevail. Lambda 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 sole proprietor or legal entity specified in the Subscription Confirmation, or in the case of Redistributable Products, the sole proprietor or legal entity using the Redistributable Product in accordance with this Agreement. For legal entities, ‘Customer’ includes any of its Affiliates.

1.2. "Lambda" or "we" means Lambda Space Technologies Ltd, having its registered address at 44 Chapeltown Road, Radcliffe, Manchester, United Kingdom, M26 1YF, registered by the Registrar of Companies for England and Wales with Company Number: 15709052.

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 Heartwood End User Licence Agreement.

2.3. "Open Source Software" means any open source software, or any individual software components, that are licensed under the terms of various separate software licence agreements.

2.4. “Bug” is any failure of the Product that results in a complete stop, error traceback or security breach, and is not directly caused by a defective installation or configuration. Non-compliance with specifications or requirements will be considered as Bugs at the discretion of Lambda (typically, when the Product does not produce the results or performance it was designed to produce).

2.5. “Machine” means a computing device used by a User for running the Product.

2.6. “Product” means any Lambda software under the Heartwood product line (including Heartwood client application, Taproot server application, and Modules for Heartwood and Taproot applications) intended for mass distribution which may be designated on Lambda’s website at www.lmbd.space/heartwood. Lambda does not develop Products according to Customer’s specifications, nor are Products customised through modification or personalisation.

2.7. “Product Version” means a release, update, or upgrade of a particular Product that is not identified by Lambda 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, stating the applicable use limitations for the Product (such as, for example, the number of Users for a Module and the licence period).

2.10. “User” means any employee, independent contractor, or other individual who obtains access to a Product from the Customer (including, for the avoidance of doubt, its Affiliates).

2.11. “Paid Seats” means the maximum number of Users purchased by Customer that permit access to a specific Module. Paid Seats are non-exclusive, transferable within the Customer’s organisation, and may be reassigned to different Users at the Customer’s discretion, subject to the terms of this Agreement.

2.12. “Allocated Seat” means the assignment of a Paid Seat to a specific User, granting that User the right to access and utilise the corresponding Module. Allocated Seats are limited to the number of Paid Seats available and must comply with the use limitations outlined in this Agreement.

2.13. “Module” means a distinct, shared library or software component designed for integration with the Heartwood application or Taproot server, providing specified functionalities to facilitate the organisation, manipulation, or management of data. Modules are licensed to Customer subject to the terms and use limitations, including but not limited to the number of authorised Users and license duration, as set forth in the Subscription Confirmation.

2.14. “Heartwood application" means the proprietary software platform developed and provided by Lambda, designed to support and load Modules, enabling Users to perform various data organisation, management, and manipulation tasks as further described in the applicable documentation or marketing materials. The Heartwood application is licensed to Customer subject to the terms of this Agreement.

2.15. “Taproot server” means the proprietary server application developed and provided by Lambda, designed to support and load Modules and communicate with the Heartwood client application. The use of Taproot is governed by the terms of this Agreement.

2.16 "Customer Portal" means a user portal provided and hosted by Stripe for the Customer to manage their subscription and invoices.

2.17 "Principal Email" means the main email that will be used to send invoices to and manage the subscription of a Taproot instance.

3. GRANT OF RIGHTS

3.1. The Customer can use the Product hosted on the Cloud Platform, or choose the Self-Hosting option. The Cloud Platform is hosted and fully managed by Lambda, and accessed remotely by the Customer via a Heartwood client. With the Self-Hosting option, the Customer instead hosts the Product on computer systems of their choice, that are not under the control of Lambda.

3.2. The Product is provided via a Subscription to Customer on a 'per User per Module' basis. The Customer is responsible for allocating Paid Seats to Users, subject to the condition that sufficient Paid Seats are available for the relevant Module. If Customer complies with the terms of this Agreement, Lambda grants to Customer the rights set out in this Section 3 to the extent necessary to enable Customer and their Users to effectively use the Product. All other rights remain reserved by Lambda.

3.3. Unless the Subscription has expired or this Agreement is terminated in accordance with Section 11, and subject to the terms and conditions specified in this Agreement, Lambda grants Customer the non-exclusive and non-transferable right to use each Product covered by the Subscription as stipulated below:

(A) Customer may only use the Product for lawful purposes. You agree to comply with all applicable laws, rules, and regulations in connection with your use of the Product (including. without limitation, any laws regarding the export of data or software to and from the European Union or other countries). Any material or conduct that in our judgment violates this Section 3.3 in any manner may result in suspension or termination of the Subscription with or without notice.

(B) Customer may not:

(i) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, or transfer the Product;

(ii) reverse engineer, decompile, disassemble, modify, translate, or make any attempt to discover the source code of, the Product;

(iii) remove or obscure any proprietary or other notices contained in the Product;

(iv) use the Product for the purposes of exploiting, harming, or attempting to exploit or harm any person in any way by exposing them to inappropriate content asking for personally identifiable information, or otherwise;

(v) use the Product to send, knowingly receive, upload, download, use, or re-use any material that does not comply with this Agreement; or

(vi) use the Product for the purposes of creating or marketing a similar or competitive solution.

(C) Customer additionally agrees not to:

(i) use the Product in any manner that could disable, overburden, damage, or impair or interfere with any other party's use of the Product, including their ability to engage in real time activities, if applicable;

(ii) use any device, software, or routine that interferes with the proper working of the Product;

(iii) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;

(iv) attack the Product via a denial-of-service attack or a distributed denial-of-service attack; or

(v) attempt to gain unauthorised access to, interfere with, damage, or disrupt any parts of the Product, any Server on which the Product may be stored, or any Server, computer, or database connected to the Product.

3.4. Customer acknowledges that a Subscription grants Customer the right to operate a single instance of the Taproot server application and does not convey any rights to duplicate, copy, or operate multiple instances under the same subscription or licence. Customer further acknowledges that each additional instance of Taproot requires a separate subscription or license.

3.5. Customer acknowledges that no ownership rights are conveyed to Customer under this Agreement, irrespective of the use of terms such as ‘purchase’ or ‘sale’. Lambda 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).

3.6. If the Customer has not purchased a Subscription within 30 days of the creation of a Cloud-hosted Taproot instance, Lambda reserves the right to permanently delete the associated database and any stored data without further notice. Lambda shall not be liable for any loss of data resulting from such deletion.

4. SERVICES

4.1. For the duration of this Agreement, Lambda commits to making all reasonable efforts to remedy any Bug of the Product submitted by the Customer through the appropriate channel (typically, via the Bug Report form within the Heartwood application or by email to heartwood@lmbd.space).

4.2. As soon as the Bug is fixed an appropriate remedy will be communicated to the Customer.

4.3. Both parties acknowledge that as specified in the licence of the Product and Section 9.3 of this Agreement, Lambda cannot be held liable for Bugs in the Product.

5. FEES

5.1. The standard charges for the Product are based on the number of Paids Seats for Modules and the Subscription used by the Customer, and specified in writing at the conclusion of the Agreement.

5.2. 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 Lambda, unless otherwise specified in the applicable terms of purchase.

5.3. Upon renewal as covered in section 1 Term of the Agreement, if the charges applied during the previous Term are lower than the most current applicable list price, these charges will increase by up to 10%.

5.4. All fees and charges are exclusive of all applicable federal, provincial, state, local or other governmental taxes, fees or charges (collectively, “Taxes”). The Customer is responsible for paying all Taxes associated with purchases made by the Customer under this Agreement, except when Lambda is legally obliged to pay or collect Taxes for which the Customer is responsible.

6. FEEDBACK

6.1. Customer has no obligation to provide us with ideas, suggestions, or proposals (“Feedback”). However, if the Customer or Users submit Feedback to us, then Customer grants 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.

7. THIRD-PARTY SOFTWARE

7.1. The Products include code and libraries licensed to us by third parties, including Open Source Software. Any Open Source Software is licensed to you under the terms of the applicable third party licence conditions that can be found in the settings, menu, popup window, or other documentation accompanying the Software (the "Open Source Terms"). Copyrights to the Open Source Software are held by copyright holders indicated in the Open Source Terms. Any terms of this Agreement that conflict with the terms of any licence agreements for Open Source Software shall not apply to such Open Source Software.

8. SUBSCRIPTION TRIAL

8.1. Subject to the terms of this Agreement, Customer is granted a one-time right to install and use the most recent version of the Product for evaluation purposes and obtain five (5) paid seats for all available Modules, without charge, for a period of fourteen (14) days (or such other period as may be specified in the official Product documentation) from the date of Product trial activation (“Evaluation Period”). Customer’s use of the Product during the Evaluation Period shall be limited to internal evaluation and testing of the Product for the sole purpose of determining whether the Product meets Customer’s requirements and whether Customer wishes to continue using the Product.

8.2. Customer may end the Evaluation Period at Customer’s sole discretion any time. Upon the expiration of the Evaluation Period, Customer’s right to continue using the Product will terminate, unless Customer purchases a Subscription to the Product. The Product contains a feature that will automatically disable the Product upon the expiration of the Evaluation Period.

9. WARRANTY LIMITATIONS

9.1. ALL PRODUCTS ARE PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE PRODUCTS IS AT CUSTOMER’S OWN RISK.

9.2. LAMBDA MAKES NO WARRANTY AS TO THE PRODUCTS’ USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LAMBDA (AND ITS AFFILIATES, SHAREHOLDERS, AGENTS, DIRECTORS, AND EMPLOYEES), ITS LICENSORS, SUPPLIERS (INCLUDING THE PROVIDERS OF THIRD PARTY SOFTWARE), AND RESELLERS (COLLECTIVELY HEREUNDER, “LAMBDA 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.

9.3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LAMBDA 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.

9.4. 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.

9.5. 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.

10. DISCLAIMER OF DAMAGES

10.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LAMBDA 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 LAMBDA 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.

10.2. THE TOTAL LIABILITY OF THE LAMBDA 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 LAMBDA 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.

11. TERM AND TERMINATION

11.1. 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 in respect to each Product for a successive Subscription period, unless terminated in accordance with this Agreement.

11.2. Customer may terminate this Agreement at any time by cancelling its Product Subscription via Customer Portal. 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 Customer of the obligation to pay any outstanding Subscription fees owed to Lambda.

12. TEMPORARY SUSPENSION

12.1. Lambda reserves the right to suspend Customer’s access to Lambda Products if:

(A) Customer fails to pay Subscription fees on time in accordance with Section 5;

(B) Customer or User’s use of Product is in violation of this Agreement or disrupts or imminently threatens the security, integrity, or availability of a Product.

12.2. If Lambda suspends Customer’s access to Products for non-payment in accordance with Section 12.1(A), Customer must pay all past due amounts in order to resume access to Product.

12.3. If Lambda suspends access to Product in accordance with Section 12.1, Customer agrees that Lambda is entitled to charge Customer for the time period during which Customer has access to Lambda Products until either access is restored in accordance with Section 11.2 or the Subscription is terminated in accordance with this Agreement.

13. EXPORT REGULATIONS

13.1. 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 United Kingdom, European Union, and United States. Customer declares and warrants that it is not a person targeted by Sanctions, nor is it otherwise owned or controlled by or 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.

13.2. Customer must immediately report any concerns of non-compliance regarding Sanctions to compliance@lmbd.space, legal@lmbd.space, or ethics@lmbd.space, and cooperate with Lambda in its efforts to verify and ensure compliance with Sanctions.

14. MARKETING

14.1. Customer agrees that Lambda may identify them as a customer of Lambda and may refer to them by name, trade name, and trademark, if applicable. Lambda may also briefly describe Customer’s business in Lambda marketing materials, on the Lambda website, and/or in public or legal documents. Customer hereby grants Lambda a worldwide, non-exclusive, and royalty-free license to use Customer’s name and any of Customer’s trade names and trademarks solely pursuant to this marketing section.

15. GENERAL

15.1. Opportunity to Review. Customer declares that it has 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.

15.2. Reservation of Rights. Lambda 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. 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.

15.4. Interpretation. Headings and titles are for convenience only and do not affect the interpretation of this Agreement. Terms such as “including” are not exhaustive.

15.5. No Waiver. Our failure to enforce or exercise any part of this Agreement is not a waiver of that section.

15.6. Governing Law. This Agreement is governed by the laws of the United Kingdom, without reference to conflict of laws principles and specifically excluding the United Nations Convention on Contracts for the International Sale of Goods.

15.7. 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 Lambda 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 as the Principal Email when creating a Subscription.

(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.

15.8. 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, labour dispute, public health emergency, civil commotion, riot, or act of war.

For further information, please contact us at legal@lmbd.space.