These General License and Service Terms (the “General Terms”) govern all purchases of-, use of- and contractual relationship established for each “Licensor” (as defined in Section 2.1) owned and distributed software solution (as defined in Section 3) by you as the customer („you” or „Customer”).

If you have entered into another written agreement with Licensor concerning specific services or products, then the terms of that agreement control, where it conflicts with these General Terms.

By accepting these General Terms, you (i) declare that you are an adult under your jurisdiction, (ii) you are fully capable and authorized to represent and bind yourself or your company and (iii) accept that if you are agreeing to these General Terms not as an individual but on behalf of your company, then “you” or “Customer” means your company, and you are binding your company to these General Terms, furthermore (iv) you state that you purchase or use the Services for your business purposes and you accept that you or the company you represent do not qualify as a “consumer” under any choice of law.

Any terms additionally referenced by- or attached to these General Terms or your Order (“Additional Terms”) are integral part of these General Terms. The term “General Terms” includes Additional Terms by default. Such Additional Terms are in particular, but not limited to terms, guidelines, manuals, pricing and licensing information, documentation, FAQs, product descriptions published and changed from time to time by Licensor on its official website (currently (the “Website”). You acknowledge that you had an opportunity to review the materials, descriptions and documentation supplied to you on the Website regarding the Licensor Solution, you understand the functionality of the Licensor Solution, the SUMMIT Software and provided services and its ability to work with your systems and to support your business, and that you have made your own evaluation in deciding to license the Software.

In the event of a conflict or contradiction between these General Terms and an Additional Term, the Additional Term shall prevail.

As stated in detail in Section 1.2, Licensor may modify these General Terms from time to time, subject to the conditions there stated.

1 Your Agreement with Licensor


The binding legal “Agreement” between you and Licensor consists of (i) these General Terms, (ii) any Additional Terms and (iii) the accepted “Order” or “Purchase Order”. No binding obligation or performance may be claimed by you from Licensor without an accepted Order. In the event of a conflict or contradiction between these General Terms or any Additional Terms and the Order, the Order shall prevail.


Changes. The General Terms in force at the time you consented to it, will be applicable to your Order and shall form part of the Agreement concluded between you and Licensor.

Before your next Order, Licensor may have updated the General Terms or any Additional Term without notice to you. Please be sure to review the current General Terms before placing each Order.

If we modify the General Terms during your License Term, the modified version will be effective upon your next renewal of a License Term, as applicable. In this case, if you object to the updated Agreement, as your exclusive remedy, you may choose not to renew, including cancelling any terms set to automatically renew.

For the avoidance of doubt, any Order is subject to the version of these General Terms in effect at the time of the Order.

2 Contracting Entity, Governing Law


Your relationship is with the Licensor entity below, and the Agreement is governed by the laws of Hungary:

Licensor entity information:

Name: TBA21 Hungary Limited
Registered Office: 6725 Szeged, Pásztor utca 23. 2.
Postal address and primary place of business:
H-6721 Szeged, Szent Mihály u. 9. 1/1.
Registering authority: Regional Court of Szeged
Registration number: Cg. 06-09-021609
EU VAT ID: HU24346571
NameTBA21 Hungary Limited
Registered Office6725 Szeged, Pásztor utca 23. 2.
Postal address and
primary place of business
H-6721 Szeged, Szent Mihály u. 9. 1/1.
Registering authorityRegional Court of Szeged
Registration numberCg. 06-09-021609
EU VAT IDHU24346571

2.2 Licensor entity and Customer are together or separately referred to as “Parties” or “Party” in the Agreement (including these General Terms and the Order).

3 Licensor’s Solution


Licensor’s Software Solution. These General Terms govern the provision of license to- and services provided in relation to Licensor’s SUMMIT Software solution. These General Terms also cover the deployment and operation types offered by Licensor. Licensor’s SUMMIT Software product and related Services are referred to as the “Licensor Solution”.

SUMMIT Software” is data analytics software providing real-time insights to the Customer by visualizing and analyzing digital traces of work-related activities generated in certain compatible Customer Tools. The SUMMIT Software may include various “addons”, which – if ordered by Customer – provide additional functionality or capabilities. Any Documentation provided- or made accessible (e.g., on the Website) by Licensor is considered part of the SUMMIT Software.

Deployment” means the deployment types offered by Licensor on the basis of these General Terms:
  • Customer Deployment” means SUMMIT Software installed and run on computing equipment physically controlled by the Customer, either on Customer’s premises or in a Customer provided cloud infrastructure.
  • Cloud Deployment” means SUMMIT Software installed and run on cloud computing capacities controlled (owned or rented) by Licensor, where Licensor provides access to the capabilities of the SUMMIT Software to Customer via such cloud capacities.

Customer Tool” means typically a development, administration or project activity tracking and logging software solution or platform, which the SUMMIT Software is compatible with and thus capable of performing its features and functions (e.g., Atlassian’s JIRA and/or Bitbucket platform or Gitlab, etc.) on the data generated by such Customer Tool. Customer Tool provision is not the responsibility of Licensor.

Documentation” means the standard technical documentation and manuals describing the Licensor Solution maintained by Licensor as made available by Licensor.

Services” are Support and Maintenance Services (see Section 4.), basic- and additional training, deployment, customization, integration and/ or consulting type services provided by Licensor.

The provisions of these General Terms apply to all parts of the Licensor Solution.


Ownership. Provision of SUMMIT Software (and any other software, documentation or work protected by intellectual property rights) is a LICENSE AND NOT A SALE. Software is made available on a limited license, and no ownership right is conveyed to you, irrespective of the use of terms such as “purchase” or “sale”. Licensor and its licensors have and retain all right, title and interest, including all intellectual property rights, in and to the SUMMIT Software, their “look and feel”, any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Licensor.


You understand and agree that any and all modifications to the Licensor Solution or SUMMIT Software – whether or not created by Licensor, you or any third party and whether or not created in connection to your use of the Licensor Solution or independently thereof – will be automatically owned by Licensor without any notice or action necessary.


Results of any Services or deliverables provided by Licensor to you within the scope of the Agreement will not be considered “work for hire” and Licensor shall retain all right, title and interest, including all intellectual property rights in and to such Service results.


Feedback. From time to time, you may choose to submit comments, information, questions, data, ideas, description of processes, or other information to Licensor about the Licensor Solution, including in the course of receiving Services (“Feedback”). Licensor may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in the Agreement limits Licensor’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.


Restrictions. Except as otherwise expressly permitted in the Agreement, you will not: (a) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the Licensor Solution to a third party, (b) use the Licensor Solution for the benefit of any third party, (c) incorporate the Licensor Solution or part of it into a product or service you provide to a third party, (d) interfere with any licensing mechanism in the Licensor Solution or otherwise circumvent mechanisms in any Licensor products intended to limit your use, (e) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the SUMMIT Software or any part of the Licensor Solution, except as permitted by applicable law, (f) remove or obscure any proprietary or other notices contained in any part of the Licensor Solution, or (g) publicly disseminate information regarding the performance of the Licensor Solution.


Your License Rights. Subject to the terms and conditions of these General Terms, Licensor grants you a non-exclusive, non-sublicensable and non-transferable, time-limited license to install / access (in case of Cloud Deployment) and use the SUMMIT Software as part of the Licensor Solution according to the Documentation, during the applicable License Term in accordance with the Agreement, your applicable Scope of License and Deployment Type referred to on the relevant Order.


License Term, Renewal. The time period of the use of the Licensor Solution (including the Software) (“License Term”) will be specified in your Order. Your License Term will end upon any termination or expiration of the Agreement and you must cease using the SUMMIT Software.

The license is provided on a subscription basis for a set License Term specified on the relevant Order. Except as otherwise specified in your Order, all subscriptions will NOT automatically renew and shall be deemed terminated. For renewal of a definite License Term, the Ordering process shall be initiated.


Trial License. If the Order is for an evaluation or trial license, the term of such trial license is limited to 30 days


Attribution. In any use of the Software, you must not remove attributions, logos and hyperlinks and other marks placed by Licensor in the Software or Documentation.


Third Party Code. The Software may include code and libraries, components, resources licensed or provided to us by third parties, including open-source software and cloud computing resources. Terms and conditions regarding third party Code and components are set out in ANNEX 2.

4 Support and Maintenance Services.

Licensor will provide the support and maintenance services for the SUMMIT Software described on the Website (“Support and Maintenance”) during the period for which you have paid the applicable fee, i.e. during the License Term.

Support and Maintenance will be provided at the support level and during the support term specified in your Order and in ANNEX 1 attached hereto.

5 License Certifications and Audits


You acknowledge and accept that pursuant to the accepted Order, in case of Customer Deployments a license file may be placed on your systems that will enable your use of the Licensor Solution. The License file shall limit your use to the Scope of License and / or to the License Term. In the event of a change in the Scope of License (e.g. number of user licenses) or in the License Term, Licensor will generate and provide you with a new license file.

Deletion, corruption or loss of integrity of the license file from your system shall result in you not being able to use the Licensor Solution.


You acknowledge and accept that we may integrate tools into the Licensor Solution that (i) are capable of monitoring your usage by collecting and sending us data relevant to measure your Scope of License and/or (ii) functions and measures that prevent you exceeding your Scope of License. Such data will be anonymous and will be kept confidential.

Upon request we will provide information on such monitoring capabilities of the SUMMIT Software.


At our request, you agree to provide a signed certification that you are using all parts of the Licensor Solution pursuant to the terms of these General Terms and the Agreement, including the Scope of License. You agree to allow us, or our authorized agent, to audit your use of the SUMMIT Solution. We will provide you with at least 10 days advance notice prior to the audit, and the audit will be conducted during normal business hours. We will bear all out-of-pocket costs that we incur for the audit, unless the audit reveals that you have exceeded the Scope of License or otherwise breached the Agreement. You will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at your own cost. If you exceed your Scope of License, we may invoice you for any past or ongoing excessive use, and you will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to Licensor at law or equity or under the Agreement. To the extent we are obligated to do so, we may share audit results with certain of our third-party licensors or assign the audit rights specified in this Section to such licensors.


You acknowledge and accept that the Licensor Solution shall only process Customer Tool data for a limited number of months prior to your start of use (marked as “Analysis Start Date” or other similar terminology). If not otherwise indicated on the Order, the Analysis Start Date is set out on the Website.

The Trial License Analysis Start Date is limited to a shorter time period, which is also defined on the Website among the Trial License plan conditions.


You acknowledge and agree that the Licensor Solution will access, analyze, process the data (logs, comments, account data, tickets, source code and related information, commits, etc.) in the Customer Tools and as a result it shall create results like visualizations, reports, graphs and charts. This includes the processing of personal data (e.g., of employees) or confidential business data of your partners and customers available or stored in the Customer Tools.

In the case of certain Customer Tools where categories of “projects” or “repositories” are distinguished, You will determine what projects or repositories you allow access to, however You acknowledge that the Licensor Solution shall be able to access and process all data within those projects or repositories (as such Customer Tools may not allow to differentiate access rights within such categories).

6.3 Licensor personnel will exclusively access your individual data entries upon your request for the purposes of providing support to fix an issue with the Licensor Solution.
6.4 By signing the Order and using the Licensor Solution you represent and warrant that you
  1. have obtained all the permissions and authorizations necessary for the Licensee Solution to process all data in your Customer Tools, including personal or private data and confidential data;
  2. are in compliance with all privacy and personal data protection related laws and regulations and confidentiality obligations applicable to your organization and to the data in your Customer Tools.

7 Purchase Conditions

7.1 Purchase Process; Order. Licensor is responsible only for the fulfilment of those Orders, which were signed by both Parties’ authorized representatives.


The Order is a binding document that contains the specific details for a single business transaction between you and Licensor, including but not limited to (a) usage limitations (e.g. maximum number of users, etc.) (b) License Term, and any (c) Services and options agreed, and (d) other restrictions or billable products (as applicable, the “Scope of License”).

License Term- or Support and Maintenance renewal, or purchases you make to increase or upgrade your Scope of License are all considered as “Orders” under these General Terms.

An Order is a document submitted by you to Licensor. By signing and sending an Order, you – as Customer – send an offer to Licensor to obtain a subscription to use / access the Licensor Solution listed in your Order, such offer being subject to acceptance by Licensor.


Acceptance. Licensor will sign and send you your Order, which shall be regarded as acceptance of your offer (embodied by the Order) by Licensor. Only upon such acceptance is the Agreement concluded and binding. Your Order is irrevocable, but in the event your Order is not confirmed at the latest within 30 calendar days after you sent the Order, you are not bound to your offer anymore.

Licensor reserves the right to reject any Order on convenience (without providing reasoning). Parties hereby exclude the applicability of any trade or commercial practices to their relationship, including but not limited to any such practice agreed or adopted previously by the Parties or any other practice widely known and applied regularly in relation to contracts of similar subject.


Delivery. License to the SUMMIT Software does not include deployment, set-up, installation, customization or integration services by Licensor. Those shall have to be agreed and ordered separately. Depending on your Deployment type, the method of delivery, installation and configuration of the Licensor Solution may be agreed and specified in the Order or in a separate agreement.

“Your Resources” as defined in (see Section 10.3) are your responsibility.

If not otherwise agreed in the Order, delivery or Service provision may be delayed until after we have received full payment of the applicable fees due until delivery.

8 Financials


Fees. Fees are specified in EUR and without any taxes. Licensor’s fees are subject to change at any time and without notice, but you will always be charged the price which is displayed on the accepted Order.


All Orders must be paid for via bank transfer or by other means offered by Licensor. All amounts are non-refundable, non-cancelable and non-creditable, except as expressly set forth in these General Terms. By making payments, you acknowledge that you are not relying on future availability of any products, software or services beyond the current License Term or any upgrades or feature enhancements.

8.3 Invoice. Unless otherwise stated in invoice, you will be obliged to fulfil your payment obligations according to the following conditions:
  • Payments are due within 8 days from the issuance of the invoice,
  • Payments shall be made in the currency indicated on the invoice,
  • Licensor reserves the right to charge interest on late payments at a yearly rate equal to 8 percent (8%) above the European Central Bank base rate on the due date.

Taxes; Duties. Fees displayed or agreed exclude any taxes or duties payable in respect of the products or services in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Licensor, you must pay to Licensor the amount of such taxes or duties in addition to any fees owed under the Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to Licensor any such exemption information, and Licensor will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

In the event that the amount due to Licensor herein is subject to withholding tax as a result of the laws applicable, Licensor shall increase the amount of the fees payable by the amount of the applicable withholding tax to be withheld.

Products and services purchased may be subject to import duties or other taxes. Any additional charges for customs clearance must be borne by you; Licensor has no control over these charges. Customs policies vary widely from country to country, so you should contact your local customs office for further information. Customer agrees to comply with all applicable international and national laws and regulations in relation to such products or services and pay all customs fees, taxes or other government fees to the relevant authorities.

9 Term and Termination; Breach


Term and Termination. The Agreement between you and Licensor is in effect for as long as you have a valid License Term (the “License Term”), unless sooner terminated as permitted by the Agreement.


The Agreement shall be considered terminated automatically, without any necessary legal steps on the calendar day followed by the expiration of the License Term.

9.1.2 Either Party may terminate the Agreement before the expiration of the License Term
  1. if the other Party materially breaches any of the terms of the Agreement and does not cure the breach within thirty (30) calendar days after written notice of the breach.
  2. either Party may also terminate the Agreement before the expiration of the License Term if the other party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations.

You may terminate the Agreement at any time on convenience – even during a License Term – with notice to Licensor, but you will not be entitled to any credits or refunds as a result of such on convenience termination.

If in the Order you have agreed and committed to subscribe to a definite License Term (e.g. for 12 months) and you have not paid the License Fee for the full License Term, then Licensor is entitled to invoice the Fees for the time period remaining from the License Term.

(E.g. if you Ordered the Licensor Solution for a 12 month License Term at a Fee of EUR 10/month/user, and you cancel by the end of the 6th months, we are entitled to invoice you the remaining months times EUR 10,- after each user license you Ordered.)


Except where an exclusive remedy may be specified in the Agreement, the exercise by either Party of any remedy, including termination, will be without prejudice to any other remedies it may have under the Agreement, by law, or otherwise.


Once the Agreement terminates (either by termination or expired License Term), you will no longer have any right to use or access any software, product, or any information or materials that we make available to you under the Agreement, including the SUMMIT Software and any Licensor Confidential Information. You are required to delete any of the foregoing from your systems as applicable (including any third-party systems operated on your behalf) and provide written certification to us that you have done so at our request. In case you fail to do so, Licensor will automatically delete all uploaded data linked to your Account within two months from the termination.


Survival. The following provisions will survive any termination or expiration of the Agreement: Sections ), 3.2 (Ownership), 3.5 (Feedback), 3.6 (Restrictions), 5 (License Certifications and Audits), 8.4 (Taxes), 8 (Payment), 9 (Term and Termination), 10.2 (Warranty Disclaimer), 12 (Limitation of Liability), 13 (Miscellaneous).


Breach by You. Without prejudice to our other rights, if you breach the Agreement in any way, or if we reasonably suspect that you have breached these General Terms in any way, we may – without liability to you or any third party: (a) send you one or more formal warnings; (b) temporarily suspend your access to the products and services, including any part of the Licensor Solution; (c) block computers using your IP address from accessing our the products and services, including any part of the Licensor Solution; (d) contact your internet services provider and request that they block your access; (e) bring court proceedings against you for breach of contract or otherwise; (f) suspend and/or delete your account; and/or (g) delete any or all of your content or data.

You hereby indemnify us and undertake to keep us indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us arising out of any breach by you of any provision of these terms and conditions or arising out of any claim that you have breached any provision of these General Terms (including your representations and warranties in Section 6.2.

10 Warranty


Licensor warrants that it performs it obligations with reasonable skill and care and diligence expectable from a provider of similar products and services.


All products and services – in particular, but not limited to cloud access and any software – are provided “AS IS” and “AS AVAILABLE” and Licensor and its suppliers expressly disclaim all warranties and representations of non-infringement, title, fitness for a particular purpose, or merchantability, whether express, implied, or statutory. We further disclaim any warranty that (a) the Licensor Solution or its parts will meet your requirements or Your Resources’ (see Section 10.3) capabilities, or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results obtained from the use of the Licensor Solution will be effective, accurate, or reliable; (c) the quality of the Licensor Solution will meet your expectations; or (d) any errors or defects in the Licensor Solution will be corrected; (e) the Licensor Solution will operate in combination with any other hardware, software, system, or data.

We specifically disclaim all liability for any third party claims from your use- or relying on the results of the Licensor Solution. You may use or access the Licensor Solution at your own discretion and risk, and you are solely responsible for any damage to your assets, business, system or loss of data that results from the use of and access to any the Licensor Solution.

Customer accepts sole responsibility for (i) its system configuration, design and requirements, (ii) the selection of the Licensor Solution to achieve Customer’s intended results, and (iii) modifications, changes or alterations to the Licensor Solution made by Customer or its agents; (iv) content supplied, uploaded, processed, converted, created with the Licensor Solution.


Resources. It is a prerequisite of the use of the Licensor Solution that you provide your own computing facilities (including but not limited to compatible operating system software, memory-, storage- and processing capacities in line with Documentation or other guidance Licensor provides, e.g. via its Website) either in your own data center or in the cloud. (“Your Resources”).

All the costs arising in connection of provision or operation of Your Resources shall be controlled by you. Licensor shall not be liable under any circumstances for the overuse or unexpected use of Your Resources or if an update or upgrade renders the Licensor Solution unusable incompatible with Your Resources.


Provision of Network Access. Certain parts of the Licensor Solution may be accessed by you via Internet or other networks and the operation of the Licensor Solution may require access to the Internet or other networks. You are always responsible for procuring and maintaining the necessary network connections, including, but not limited to, "browser" software that supports protocols used by Licensor. Licensor is not responsible for notifying you of any upgrades, fixes or enhancements to any such software, or of any compromise of data transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned or operated by Licensor. Licensor assumes no responsibility for the reliability or performance of any connections as described in this Section.


The warranties in these general terms are in lieu of all other warranties express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, and each Party agrees that all representations and warranties that are not expressly provided in this agreement are hereby excluded and disclaimed.

11 Indemnity



We will defend you against any claim brought against you by a third party alleging that the SUMMIT Software, when used as authorized under this Agreement, infringes the copyrights of any person in any jurisdiction and under any applicable law (a “Claim”), and we will indemnify you and against any direct damages and reasonable costs finally awarded by a court of competent jurisdiction or agreed to settlement (including reasonable attorneys’ fees) arising out of a Claim, provided that we have received from you:

  1. prompt written notice of the Claim which means no more than thirty (30) days after reception of the Claim;
  2. reasonable assistance in the defense and investigation of the claim, including providing us a copy of the Claim and all relevant evidence in your possession, custody or control; and
  3. the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the Claim.

If your use of a Licensor Solution is (or in our opinion is likely to be) enjoined, if required by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (i) procure a license for your continued use of the Licensor Solution in accordance with the Agreement; (ii) substitute a substantially functionally similar solution; (iii) modify the Licensor Solution in such a way that is no longer infringing, but in this case it must not result in the Licensor Solution failing to conform with the Documentation, or (iii) terminate your right to continue using the Licensor Solution, and refund any prepaid amounts for the terminated portion of the License Term.

11.2 Licensor’s indemnification obligations above do not apply:
  1. if any part of the Licensor Solution is modified by any party other than Licensor or if Licensor modified (e.g. customized it based on your requirements, instructions or specifications, but solely to the extent the alleged infringement is caused by such modification;
  2. if the Licensor Solution is used in combination with any non-Licensor product, software or equipment, but solely to the extent the alleged infringement is caused by such combination;
  3. to unauthorized use of the Licensor Solution;
  4. to any unsupported software release (including “demo”, “evaluation”, “beta” or other non production releases); or
  5. if you settle or make any admissions with respect to a Claim without Licensor’s prior written consent.

12 Limitation of Liability

12.1 Licensor (and its suppliers) shall not be liable for any loss of use, lost or inaccurate data, failure of security mechanisms, interruption of business, costs of delay or any indirect, special, incidental, reliance or consequential damages of any kind (including lost profits), regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if informed of the possibility of such damages in advance. In addition we are not liable in respect of:
  • any losses arising out of any event or events beyond our reasonable control.
  • any loss of business.
  • any loss of or damage to profits, income, revenue, or anticipated savings.
  • any loss of use or production.
  • any loss of management time or office time.
  • any loss of business, contracts, commercial opportunities or goodwill.
  • any loss or corruption of any data, database.
  • any special, indirect or consequential loss or damage.
  • any losses arising out of any acts or omissions of any hosting services provider, payment services provider or other third-party services provider.

Licensor’s aggregate liability to you (including our indemnification obligations) shall not exceed the amount actually paid by you to us under an Order or a series of connected Orders in the 3 (three) months immediately preceding the occurrence of the damage.


This section 12 (Limitation of Liability) shall not apply to breach of 13.2 (Confidentiality) or in case of willful conduct or criminal acts.


To the maximum extent permitted by law, no suppliers of any third-party components included in the Licensor Solution will be liable to you for any damages whatsoever. The Parties agree that the limitations specified in this section 12 (Limitation of Liability) will survive and apply even if any limited remedy specified in the Agreement is found to have failed of its essential purpose.


Licensor will comply with laws applicable to it as a provider of the products and services defined in the Agreement. Licensor is not responsible for determining laws and regulations applicable to your business, organization or activities.

13 Miscellaneous


No Resale: You may not resell, lease, sub-license or provide usage rights to the Licensor Solution to a third party without Licensor’s prior written consent granted by the authorized legal representative of Licensor.


Confidentiality. Except as otherwise set forth in the Agreement, each Party agrees that all code, inventions, know-how, business, technical and financial information disclosed to such Party (“Receiving Party”) by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure. Any Licensor intellectual property, business- or technology information and any performance information relating to the Products shall be deemed Confidential Information of Licensor without any marking or further designation.

Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information.

The Receiving Party's nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party).

The Receiving Party acknowledges that unauthorized disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law. For the avoidance of doubt, this Section shall not operate as a separate warranty with respect to the operation of any Product.


Publicity Rights. We may identify you as a Licensor customer in our promotional materials. You may request that we stop doing so by submitting an email to at any time. Please note that it may take us up to 30 days to process your request.


Trademarks. “SUMMIT” mark and our logo are trademarks belonging to us. We give no permission for the use of these trademarks, and such use may constitute an infringement of our rights. The other registered and unregistered trademarks or service marks on our website are the property of their respective owners. Unless stated otherwise, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any license to exercise such rights.


Jurisdiction. Parties agree that they will resolve their incidental disputes by mutual agreements. In case an agreement is not reached within 15 days, the aggrieved Party may initiate court procedure. Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with the Agreement shall be the court having jurisdiction and competence at the contracting Licensor entity’s registered seat.


Exclusion of UN Convention and UCITA. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to the Agreement. The Uniform Computer Information Transactions Act (UCITA) shall not apply to the Agreement regardless of when or where adopted.


Notices. Any notice under the Agreement must be given in writing. We may provide notice to you via email or through your account. Our notices to you will be deemed given upon the first business day after we send it.


You may provide notice to us by post to the designated postal address of the contracting Licensor entity. Your notices to us will be deemed given upon our receipt.


Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under the Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.


Assignment. You may not assign the Agreement without our prior written consent. We will not unreasonably withhold our consent if the assignee agrees to be bound by the terms and conditions of the Agreement. We may assign our rights and obligations under the Agreement (in whole or in part) without your consent.


Entire Agreement. The Agreement is the entire agreement between you and Licensor relating to the Licensor Solution and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Licensor Solution or any other subject matter covered by the Agreement.


Severability. If any provision of the Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. The Agreement may not be modified or amended by you without our written agreement (which may be withheld in our complete discretion without any requirement to provide any explanation). As used herein, “including” (and its variants) means “including without limitation” (and its variants).


No waiver. No failure or delay by the injured party to the Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. The Parties are independent contractors.


Status of the Parties; No Exclusivity. The Agreement shall not be construed as constituting either Party as a partner of the other or to create any other form of legal association that would give on Party the express or implied right, power or authority to create any duty or obligation of the other Party. Nothing in the Agreement shall be construed so as to create an exclusive business relationship between the Parties, or to restrict Licensor’s use or sale of its products and services.


Support and Maintenance

1 General Support Terms

For support services provided by Licensor, the following terms will also apply:


Support services are performed remotely via phone, screen shares, tickets, chat and other electronic means and does not include travel to or time spent on your site. For the avoidance of doubt, services not included here are not Support services. The Support service details features are subject to change in accordance with the process set forth for changes to our policies in the Agreement.


Requirement to have an active License- Term. Support requests are limited to Licensor Solutions that have an active License Term. If you request Support coverage on a Licensor Product that does not have an active License Term, then the request is excluded from the Support offering until you establish an active License Term.


Support Period. The Support Period of these Services equal the License Term.


Location. The Support Services shall be performed from a location determined by us. At the time of execution of this Agreement the geographical location is the city of Szeged, Hungary. Current time zone is GMT +1 hours.


Support Services


do not include on-site support and the associated costs of travel and accommodation;


shall be granted to you as Customer shall not be obliged to grant services or engage in communication with your customers or end users of your services, products.


Working Days” – mean banking days at the support location.


Regular Service Hours” means 9-17 hours every Working Day at the support location timezone.

2 Support process

Support requests can be made by creating a ticket on the Licensor support portal.

Initial response will be made through the support portal. Further discussion can be moved to different channels (e.g. Slack, Zoom) in Licensor’s sole discretion.

The Customer is required to gather all the relevant and available information that is requested by Licensor support engineers.

The initial goal of the support process is to understand the Customer’s problem, and to offer a workaround that reduces the impact of an issue on the Customer’s business.

The short-term solution offered by Licensor can either be an update to another version, a workaround, a configuration change, or any other means that lowers the incident level. Longer-term fixes may require changes in the customer’s environment or updates to Licensor Solution.

3 Exclusions


defects or errors resulting from any modifications of the Licensor Solution made by any person other than Licensor (including you) without Licensor’s prior written consent;


any release of the Licensor Solution not supported by Licensor;


use of the Licensor Solution other than in accordance with any specification and/or Documentation, or description, manual, version letter or notes provided by Licensor (e.g. via the Website);


any defect or error in the equipment, platform, or in any software programs used in conjunction with the Licensor Solution and not supplied by Licensor;


defects or errors caused by the use of the Licensor Solution on or with equipment or software programs not supplied by or approved in writing by Licensor;


act of God, fire, flood, war, act of violence or any other similar occurrence (i.e. Force Majeure Events);


any modification or enhancement or customization of the Licensor Solution, which is not explicitly accepted in writing by Licensor as covered by Services herein.


any defects or errors caused by changes in the systems not in the control of Licensor or the implementation of a system not approved in advance by Licensor.


any defects or errors revealed by a change of conditions external to the Licensor Solution including but not limited to a change in cloud services, set of APIs used, change to the algorithms and higher level logic using those APIs, change to HW components or system configuration.

For the avoidance of doubt nothing in this Agreement shall impose any obligation on Licensor to provide the Support services in respect of any defect, error or circumstance arising due to any of the exclusions referred to in this Section 3 without a mutual agreement on the provision of such services by Licensor for additional fees agreed on a case-by-case basis.

4 Maintenance

Licensor will continuously develop and enhance its licensed software products based on its own development roadmap and continues to release new version as it sees fit. Customers with an active License Term are eligible to use latest version made available by Licensor. Such eligibility does not contain or cover an obligation by Licensor to install, customize or integrate with Customer’s systems. Such services have to be agreed separately and Licensor may charge a fee for such services.

During its development and enhancement activities the Licensor may choose to cancel certain features or functions giving Customers proper notice to prepare for such cancellation.


Third Party Code Policy

The Licensor Solution may contain code and libraries that we license from third parties. Some of these licenses require us to flow certain terms down to you.

1 Open Source Software in the Products

The Licensor Solution may include components subject to the terms and conditions of “open source” software licenses. To the extent applicable, we will identify open source software included in the Licensor Solution on our Website. Some of these licenses require us to provide the open source software to you on the terms of the open source license instead of the terms of the Agreement. In that case, the terms of the open source license will apply, and you will have the rights granted in such licenses to the open source software itself, such as access to source code, right to make modifications, and right to reverse engineer.

Notwithstanding the foregoing, if you are using the Licensor Solution in the form provided to you, in accordance with your permitted Scope of License, with no distribution of software to third parties, then none of these open source licenses impose any obligations on you beyond what is stated in the Agreement.

2 Commercial Third-Party Components in the Solution.


The Licensor Solution may also include components, resources and services that we acquire or license commercially from third parties (“Commercial Components”). For the avoidance of doubt, all of the restrictions for the Licensor Solution in the Agreement also apply to Commercial Components. Commercial Components are also subject to some additional requirements as set forth below.


You may use Commercial Components only in conjunction with, as part of, and through the Licensor Solution as provided by Licensor. You may not install, access, configure or use any Commercial Components (including any APIs, tools, databases or other aspects any Commercial Components) separately or independently of the rest of the Licensor Solution, whether for production, technical support or any other purposes, or otherwise attempt to gain direct access to any portions of the Commercial Components, or permit anyone else (including your customers) to do any of these things.


You understand that the applicable Commercial Component Licensor retains all ownership and intellectual property rights to the Commercial Component. Commercial Component Licensors (and any other third party licensors of any components of the Licensor Solution) are intended third party beneficiaries of the Agreement with respect to the items they license and may enforce the Agreement directly against you. However, to be clear, Commercial Component Licensors do not assume any of Licensor's obligations under the Agreement.

Effective: 2023.09.07.