Sencha Commercial License

THIS DOCUMENT IS A LEGAL AGREEMENT (the “License Agreement”) BETWEEN SENCHA INC. (“We,” “Us”) AND YOU OR THE ORGANIZATION ON WHOSE BEHALF YOU ARE UNDERTAKING THE LICENSE DESCRIBED BELOW (“You”) IN RELATION TO THE EXT SOFTWARE IN SOURCE CODE FORMAT (THE “SDK”), AND THE EXT DESIGNER IN OBJECT CODE FORMAT (THE “DESIGNER”). (The SDK and the Designer are sometimes hereinafter referred to as the “Software”.)

THIS LICENSE AGREEMENT DESCRIBES YOUR RIGHTS WITH RESPECT TO THE SOFTWARE AND ITS COMPONENTS.

1. OWNERSHIP, LICENSE GRANT

This is a license agreement and not an agreement for sale. We reserve ownership of all intellectual property rights inherent in or relating to the Software, which include, but are not limited to, all copyright, patent rights, all rights in relation to registered and unregistered trademarks (including service marks), confidential information (including trade secrets and know-how) and all rights other than those expressly granted by this License Agreement.

Subject to the payment of the fee required and subject to the terms and conditions of this License Agreement, We grant to You a non-transferable and non-exclusive license (i) for Designated User(s) (as defined below) within Your organization to install and use the SDK on any workstations used exclusively by such Designated User and (ii) for You to install and use the SDK in connection with unlimited domains and sub-domains on unlimited servers, solely in connection with distribution of the SDK in accordance with sections 3 and 4 below. This license is not sublicensable except as explicitly set forth herein. “Designated User” shall mean a single employee acting within the scope of their employment or Your consultant or contractor acting within the scope of the services they provide for You or on Your behalf for whom You have purchased a license to use the SDK.

Subject to the payment of the applicable fee, and subject to the terms and conditions of this License Agreement, We grant to You a perpetual, non-exclusive, non-transferable license for Designated Designer User(s) to use the Designer delivered hereunder according to the terms and conditions of this License Agreement, on computers connected to Your internal network, on the licensed platforms and configurations, in the manner and for the purposes described in the Designer documentation. “Designated Designer User” shall mean a single distinct employee acting within the scope of their employment or Your consultant or contractor acting within the scope of the services they provide for You or on Your behalf for whom You have purchased a license to use the Designer.

You may modify the “Sample Code” (as hereinafter defined) solely for the purposes of designing, developing and testing Your own Designer applications. However, You are permitted to use, copy and redistribute its modified Sample Code only if all of the following conditions are met: (a) You include Our copyright notice (if any) with Your application, including every location in which any other copyright notice appears in such application; and (b) You do not otherwise use Our name, logos or other of Our trademarks to market Your application. You agree to defend, indemnify, and hold Us and Our suppliers harmless from and against any claims or lawsuits, including attorneys’ reasonable fees, that arise or result from Your use or distribution of the Sample Code, provided that We give You prompt written notice of any such claim, tender to You the defense or settlement of such a claim at Your expense, and cooperate with You, at Your expense, in defending or settling such claim. “Sample Code” means sample source code included with the Designer and designated in the Documentation as “sample code,” “samples,” “sample application code,” and/or “snippets,” and found in directories labeled “samples.”

2. PERMITTED USES, SOURCE CODE, MODIFICATIONS

We provide You with source code to the SDK so that You can create Modifications of the original SDK, where Modification means: a) any addition to or deletion from the contents of a file included in the original SDK or previous Modifications created by You, or b) any new file that contains any part of the original SDK or previous Modifications. While You retain all rights to any original work authored by You as part of the Modifications, We continue to own all copyright and other intellectual property rights in the SDK.

3. DISTRIBUTION

You may distribute the SDK in any applications, frameworks, or elements (collectively referred to as an “Application” or “Applications”) that you develop using the SDK in accordance with this License Agreement, provided that such distribution does not violate the restrictions set forth in section 4 of this agreement. You must not remove, obscure or interfere with any copyright, acknowledgment, attribution, trademark, warning or disclaimer statement affixed to, incorporated in or otherwise applied in connection with the Software.

You are required to ensure that the SDK is not reused by or with any applications other than those with which You distribute it as permitted herein. For example, if You install the SDK on a customer’s server, that customer is not permitted to use the SDK independently of Your application, and must be informed as such. You will not owe Us any royalties for Your distribution of the SDK in accordance with this License Agreement.

4. PROHIBITED USES

You may not, without Our prior written consent, redistribute the SDK or Modifications other than by including the SDK or a portion thereof within Your own product, which must have substantially different functionality than the SDK or Modifications and must not allow any third party to use the SDK or Modifications, or any portions thereof, for software development or application development purposes. You are explicitly not allowed to redistribute the Software (in whole or in part) or Modifications as part of any product that can be described as a development toolkit or library, an application builder, a website builder or any product that is intended for use by software, application, or website developers or designers. You are not allowed to redistribute any part of the Software documentation. You may not change or remove the copyright notice from any of the files included in the Software or Modifications.

UNDER NO CIRCUMSTANCES MAY YOU USE THE SOFTWARE TO CREATE A PRODUCT THAT IS INTENDED FOR SOFTWARE OR APPLICATION DEVELOPMENT PURPOSES UNLESS SUCH PRODUCT’S USERS ARE ALSO LICENSED DIRECTLY BY US TO USE THE SDK UNDER SUBSTANTIALLY SIMILAR LICENSE TERMS AS THIS LICENSE AGREEMENT.

The Open Source version of the SDK (“GPL Version”) is licensed under the terms of the GNU General Public License versions 3.0 (“GPL”) and not under this License Agreement. If You, or another third party, has, at any time, developed all (or any portions of) the Application(s) using the GPL Version, You may not combine such development work with the SDK and must license such Application(s) (or any portions derived there from) under the terms of the GNU General Public License version 3, a copy of which is located at http://www.gnu.org/copyleft/gpl.html.

You agree not to modify, port, adapt or translate the Designer. You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Designer. You agree not to use any part of the Designer or Your knowledge of the Designer (or any information that You learn as a result of Your use of the Designer) to create a product with the same or substantially the same functionality as the Designer.

The Designer may include various applications, utilities and components, may support multiple platforms and languages or may be provided to You on multiple media or in multiple copies. Nonetheless, the Designer is designed and provided to You as a single product to be used as a single product on computers and platforms as permitted herein. You are not required to use all component parts of the Designer, but You shall not unbundle any component parts of the Designer for use on different computers. You shall not unbundle or repackage the Designer for distribution, transfer or resale.

You agree not to sublicense, assign or transfer the Designer or Your rights in the Designer, or authorize any portion of the Designer to be copied onto or accessed from another individual’s or entity’s computer except as may be explicitly provided in this License Agreement. Notwithstanding anything to the contrary in this section, You may transfer copies of the Designer installed on one of Your computers to another one of Your computers provided that the resulting installation and use of the Designer is in accordance with the terms of this License Agreement and does not cause You to exceed Your right to use the Designer under this License Agreement.

Except as expressly authorized under this License Agreement, You are prohibited from: (a) renting, leasing, lending or granting other rights in the Designer including rights on a membership or subscription basis; and (b) providing use of the Designer in a computer service business, third party outsourcing facility or service, service bureau arrangement, network, or time sharing basis.

You are not permitted to use any Designer applications or components accompanying or installed with the Designer unless You are validly licensed to do so and only to the extent explicitly permitted under this License Agreement or a separate writing.

5. TERMINATION

This License Agreement and Your right to use the Software and Modifications will terminate immediately without notice if You fail to comply with the terms and conditions of this License Agreement. Upon termination, You agree to immediately cease using and destroy the Software or Modifications, including all accompanying documents. The provisions of sections 4, 5, 6, 7, 8, 9, 10 and 12 will survive any termination of this License Agreement.

6. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER 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 SOFTWARE. WE DO NOT GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU ACKNOWLEDGE THAT IT IS NOT TECHNICALLY PRACTICABLE FOR US TO DO SO.

7. LIMITATION OF LIABILITIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LAW) ARISING OUT OF THIS LICENSE AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, OUR ENTIRE LIABILITY UNDER ANY PROVISION OF THIS LICENSE AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE.

8. VERIFICATION

We or a certified auditor acting on Our behalf, may, upon our reasonable request and at our expense, audit You with respect to the use of the Software. Such audit may be conducted by mail, electronic means or through an in-person visit to Your place of business. Any such in-person audit shall be conducted during regular business hours at Your facilities and shall not unreasonably interfere with Your business activities. We shall not remove, copy, or redistribute any electronic material during the course of an audit. If an audit reveals that You are using the Software in a way that is in material violation of the terms of the License Agreement, then You shall pay Our reasonable costs of conducting the audit. In the case of a material violation, You agree to pay Us any amounts owing that are attributable to the unauthorized use. In the alternative, We reserve the right, at Our sole option, to terminate the licenses for the Software.

9. THIRD PARTY SOFTWARE

Examples included in Software may provide links to third party libraries or code (collectively “Third Party Software”) to implement various functions. Third Party Software does not comprise part of the Software. In some cases, access to Third Party Software may be included along with the Software delivery as a convenience for demonstration purposes. Such source code and libraries may be included in the “…/examples” source tree delivered with the Software and do not comprise the Software. Licensee acknowledges (1) that some part of Third Party Software may require additional licensing of copyright and patents from the owners of such, and (2) that distribution of any of the Software referencing or including any portion of a Third Party Software may require appropriate licensing from such third parties. The Designer may contain third party software that requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located on the Sencha website.

10. PAYMENT AND TAXES

If credit has been extended to You by Us, all payments under this License Agreement are due within thirty (30) days of the date We mail an invoice to You. If We have not extended credit to You, You shall be required to make payment concurrent with the delivery of the Software by Us. All amounts payable are gross amounts but exclusive of any value added tax, use tax, sales tax or similar tax. You shall be entitled to withhold from payments any applicable withholding taxes and comply with all applicable tax and employment legislation. Each party shall pay all taxes (including, but not limited to, taxes based upon its income) or levies imposed on it under applicable laws, regulations and tax treaties as a result of this License Agreement and any payments made hereunder (including those required to be withheld or deducted from payments). Each party shall furnish evidence of such paid taxes as is sufficient to enable the other party to obtain any credits available to it, including original withholding tax certificates.

11. SUPPORT AND UPDATES

Subject to the payment of the applicable fee, and subject to the terms and conditions of this License Agreement, We shall provide to You the support services (“Support”) for the SDK pursuant to the terms set forth on Exhibit A, attached hereto and made a part hereof. We reserve the right to modify Support terms at any time for any reason.  Notice of any change will be made available via Our website.  If the parties agree that such modifications materially degrade the ability of You to use the Support, You may terminate Support within thirty (30) days after such change and receive a refund of any unused fee for Support. 

You are entitled to receive minor version updates to the Software (i.e. versions identified as follows (X.Y, X.Y+1). You may also be entitled to receive major (i.e. X.Y, X+1.Y) and bug fix updates to the Software (X.Y.Z, X.Y.Z+1), if such rights are provided under the terms of Support.

12 MISCELLANEOUS

The license granted herein applies only to the version of the Software available when purchased in connection with the terms of this License Agreement. Any previous or subsequent license granted to You for use of the Software shall be governed by the terms and conditions of the agreement entered in connection with purchase of that version of the Software. You agree that you will comply with all applicable laws and regulations with respect to the Software, including without limitation all export and re-export control laws and regulations.

While redistributing the Software or Modifications thereof, You may choose to offer acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this License Agreement. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on our behalf. You agree to indemnify, defend, and hold Us harmless from and against any liability incurred by, or claims asserted against, Us (i) by reason of Your accepting any such support, warranty, indemnity or additional liability; or (ii) arising out of the use, reproduction or distribution of Your Application, except to the extent such claim is solely based on the inclusion of the Software therein.

You agree to be identified as a customer of ours and You agree that We may refer to You by name, trade name and trademark, if applicable, and may briefly describe Your business in our marketing materials and web site.

You may not assign this License Agreement without Our prior written consent, which will not be unreasonably withheld. This License Agreement will inure to the benefit of Our successors and assigns.

You acknowledge that this License Agreement is complete and is the exclusive representation of our agreement. No oral or written information given by Us or on our behalf shall create a warranty or collateral contract, or in any way increase the scope of this License Agreement in any way, and You may not rely on any such oral or written information. No term or condition contained in any purchase order shall apply unless expressly accepted by Us in writing,

There are no implied licenses or other implied rights granted under this License Agreement, and all rights, save for those expressly granted hereunder, shall remain with Us and our licensors. In addition, no licenses or immunities are granted to the combination of the Software and/or Modifications, as applicable, with any other software or hardware not delivered by Us to You under this License Agreement.

If any provision in this License Agreement shall be determined to be invalid, such provision shall be deemed omitted; the remainder of this License Agreement shall continue in full force and effect. If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages set forth in this License Agreement shall remain in effect.

This License Agreement may be modified only by a written instrument signed by an authorized representative of each party.

This License Agreement is governed by the law of the State of California, United States (notwithstanding conflicts of laws provisions), and all parties irrevocably submit to the jurisdiction of the courts of the State of California and further agree to commence any litigation which may arise hereunder in the state or federal courts located in the judicial district of Santa Clara County, California, US.

If the Software or any related documentation is licensed to the U.S. government or any agency thereof, it will be deemed to be “commercial computer software” or “commercial computer software documentation,” pursuant to DFAR Section 227.7202 and FAR Section 12.212. Any use of the Software or related documentation by the U.S. government will be governed solely by the terms of this License Agreement.

Exhibit A

SUPPORT

Commencing on the purchase or renewal of a support term (“Effective Date”), We will supply the services described below (the “Services”) to Customer with respect to the Supported Software described in Section 1 below, for which We have granted a license to Customer pursuant to a Sencha Commercial Software License Agreement (the “License Agreement”) by and between Us (“We,” “Us”, “Our”, or “Sencha”) and You (“Customer”, “You”) and for whom the applicable support fee has been paid.

1. Included Support Services
All support plans listed below apply only to the SDK and Sencha Touch (the “Supported Software”) and do not apply to any other application, library or product developed or sold by Us. All support features listed below are available only for the Support Term and such support features will become unavailable immediately upon termination of this Support Agreement.

All support plans include the following basic features:

Remote and downloadable access to the most current source code documentation available (the “Documentation”), including tutorials and examples.
Read-only web access to the most current source code repository for the Supported Software.
Unlimited, 24×7 access to the community-driven Sencha public support forums.
Unlimited, 24×7 access to the Sencha member-only support forums that are monitored by the Sencha development and support teams. The number of people provided with member-only forum access is determined by each plan as listed below.
Limited incident support as detailed in Section 2a.

All other support features are plan-specific as described below:

a. Standard Support Plan

1 support contact provided with member-only support forum access.
40 x-credits included that can be spent on any metered support services as detailed in Section 2.
Maximum incident response time of 72 hours as detailed in Section 3a.

b. Premium Support Plan

Support contacts provided with member-only support forum access up to the number of Designated Users for which support fees have been paid.
A number of x-credits included that can be spent on any metered support services as detailed in Section 2. The number of x-credits included in Premium Support is 150 for a 5-Pack license, 750 for a 20-Pack license, and for volume licensees in excess of 20, 30 x-credits per licensed user in addition to any additional x-credits purchased.
Maximum incident response time of 48 hours as detailed in Section 3a.
Eligible to receive emergency hot-fix builds on an as-needed basis.
Telephone support as detailed in section 2b.
Emergency bug fix escalation available on an as-needed basis.
Remote trouble-shooting services available as detailed in Section 2c.

2. Metered Support Services

All support features listed in this section are valued in x-credits and are only available up to the amount of x-credits available in the Customer’s support account at the time of the support incident. Additional x-credits may be purchased and spent on additional support at any time (provided such credits have not expired according to Section 3e). All references to “cost” in this section mean the cost in x-credits based on the x-credit value of the service. All references to “billing” in this section mean the deduction of accumulated x-credits from the support account of the Customer.

a. Support Requests
Support requests submitted to the Sencha Support Portal (support.sencha.com) are valued per single related incident. Each incident costs 10 x-credits. If telephone support is also required to resolve the incident, the cost for the telephone support is added separately and billed in addition to the incident support cost under the terms of Section 2b. Support requests determined to be unrelated to the original request shall constitute a new support incident at the sole discretion of Sencha support personnel.

b. Telephone Support
Telephone support is valued in 30-minute increments, with a 30-minute minimum x-credit cost per call (even if the call does not have an actual duration of 30 minutes). Each 30 minutes of telephone support costs 25 x-credits, and the number of separate phone calls is limited only by the total cost in x-credits available in the Customer’s support account balance. Telephone support must be scheduled in advance so that Sencha and the Customer can establish mutually agreeable availability, and Sencha agrees to complete the scheduling of telephone support within the response time listed in the appropriate plan in section 1.

c. Expert Services
Expert services include, but are not limited to, remote trouble-shooting on the Customer’s computer systems, performance tuning and code review of the Customer’s application code by Sencha support staff. Each 30 minutes of any expert service except on-site training costs 25 x-credits with a 30-minute minimum x-credit cost per request (even if the service does not have an actual duration of 30 minutes). All requests for expert services must be scheduled in advance so that Sencha and the Customer can establish mutually agreeable availability.

3. Terms of Support

a. Hours of Availability
Access to all web-based support features (online documentation and source code, online help forums) are generally available 24 hours per day, 7 days a week, 365 days a year barring unforeseen interruptions in Internet service or planned exceptions by Sencha. Notwithstanding anything to the contrary in this Support Agreement, Sencha does not guarantee such availability. All metered support services are also generally available 24 × 7 × 365, although the response to each request for metered support may not happen immediately, and will be governed by the response time terms outlined in section 3b. Any planned exceptions to the availability of support services will be communicated on the Sencha website as far in advance as possible.

b. Response Time
The response time listed in each support plan is the elapsed time between the receipt of a support request via the Sencha Support Portal (support.sencha.com) and the time when Sencha begins the support service, including a verbal or written confirmation to the Customer thereof. The actual time required to fully resolve the support request, if such full resolution occurs, may be longer than the maximum response time listed.

c. Our Responsibilities
We will use commercially reasonable efforts to assist Customer to resolve problems in its use of the Supported Software as described in Section 1. We make no guarantee that it can, or will, solve any problems with respect to the Supported Software presented by Customer, and further disclaim any warranties above and beyond any limited warranties that may have been expressly made by Us in the License Agreement. We will offer Services for the then-current version of the Supported Software. For not less than twelve (12) months from the release date of the then current version, We will also offer Services for the immediately preceding major version of the then-current version. A major version of the Supported Software is defined as the number in the version preceding the first decimal place, e.g., version 1.5 has a major version of 1 (and a minor version of .5). As an example, if 3.1 is the current major version, then any version of the Supported Software numbered 2.x would be supported until version 4.x becomes current, at which time support for all 2.x versions of the Supported Software would no longer be offered.

d. Customer’s Responsibilities
Customer is responsible for all hardware, operating systems, network setup, network maintenance and setup and use of any file access control systems required in the support of the Supported Software. Customer may be required to grant Us certain limited access rights to Customer’s proprietary computer systems in order that We may render support Services.

Customer is responsible for ensuring that its personnel have sufficient training to attain and maintain competence in the operation of the Supported Software. If We determine, in Our sole discretion, in responding to a Customer request for Support, that the solution is provided in available media (including, but not limited to, the source code documentation, tutorials and examples, websites or support forums), We may direct Customer’s personnel to the appropriate media for the solution to the problem. Even if the support request were resolved in so doing, any minimum support charges outlined in section 2 would still apply.

5. Subscription Services

During the Services Term, and provided Customer shall have continuously subscribed to the Services from the date of purchase of the SDK and Designer (collectively the “Subscribed Software” or reinstated the Services pursuant to Section 7 hereof, Sencha will provide Customer access to and extend Customer’s License Agreement to Major Releases, Minor Releases, Maintenance Releases, if any, as well as corresponding Documentation, for each Services subscribed Designated User that has licensed the Subscribed Software under the License Agreement.

“Major Release” means a generally available release of the Subscribed Software that contains functional enhancements or extensions, designated by Sencha by means of a change in the digit to the left of the first decimal point (e.g. Subscribed Software 3.0 >> Subscribed Software 4.0). “Minor Release” means a generally available release of the Subscribed Software that introduces a limited amount of new features and functionality, designated by Sencha by means of a change in the digit to the right of the decimal point (e.g. Subscribed Software 3.0>> Subscribed Software 3.1). “Maintenance Release” means a generally available release of the Subscribed Software that typically provides maintenance corrections or fixes only, designated by Sencha by means of a change in the digit to the right of the second decimal point (e.g. Subscribed Software 5.0 >> Subscribed Software 5.0.1).

6. Term and Termination

Our provision of the Services to Customer will commence on the Effective Date and will continue for an initial term of one (1) year (the “Initial Term”). If Customer has elected a Services plan with auto-renewals, Services will automatically renew for successive one (1) year terms (each a “Renewal Term”) unless either party gives written notice of its intent not to renew at least thirty (30) days prior to the end of the current Services Term (as hereinafter defined). If Customer has elected a Services plan without auto-renewals, the Services will automatically terminate at the end of the Initial Term, unless Customer chooses to renew Services, subject to Sencha’s written Support Agreement (each such renewal also referred to as a “Renewal Term”). The Initial Term as extended by any Renewal Term are collectively referred to as the Support Term.

A decision to terminate Services or otherwise not renew Services will not terminate the applicable Supported Software licenses. “Services Term” shall mean the Initial Term as extended by each Renewal Term.

X-credits must be used during the term in which they were purchased, and at the end of the Initial Term and each Renewal Term, any accumulated x-credits for that term that have not been spent will be lost. At the end of the Services Term the Services automatically terminate and any accumulated x-credits that have not been spent will be lost.

Sencha may update Services terms after the Initial Term with thirty (30) days advance notice to Customer of any changes deemed by Sencha to have potential adverse and/or material impacts to the Customer. Upon any renewal, Sencha’s then current terms and conditions for the Services will apply.

7. Fees

a. Services Fee Schedule
Unless otherwise agreed in writing, fees that are applicable for the Services (“Services Fees”) are payable on the Effective Date or, in the case of a renewal term, no later than the date of commencement of the applicable Renewal Term. Services Fees are non-refundable upon payment. Services Fees, including renewals, are at the then-current list price. Sencha may increase applicable Services Fees for renewals.

If Customer elects not to renew the Services Customer may later re-enroll or enroll, as the case may be, for the Services. If Customer purchases Services after acquiring the Supported Software licenses, or had elected not to renew Services and later wishes to re-enroll in the Services, Customer must move to the then current latest Major Release of the Supported Software, and must pay:
(i) the applicable Services Fees for the current Services Period, and
(ii) the amount of Services Fees that would have been paid for the period of time that Customer had not enrolled in the Services.

b. Taxes
All Services Fees are exclusive of any taxes, duties, or similar charges imposed by any government. Customer shall pay or reimburse Sencha for all federal, state, dominion, provincial, or local sales, use, personal property, excise, value added, withholding or other taxes, fees, or duties relating to the transactions contemplated by this Support Agreement (other than taxes on the net income of Sencha).

c. Invoicing and Late Payments
All invoices issued hereunder by Sencha are due and payable within thirty (30) days of the date of the invoice. All amounts that are not paid on time by Customer shall be subject to a late charge equal to one and one-half percent (1.5%) per month, or, if less, the maximum amount allowed by applicable law. If payment of any Fee is overdue, Sencha may also suspend performance until such delinquency is corrected.

d. Non-Payment and Breach
Sencha may suspend performance of Services if Customer fails to meet its obligations as set forth under this Support Agreement. Sencha may terminate Services if such failure continues for thirty (30) days after Sencha’s written request to meet these obligations. Sencha may terminate the Agreement and all Services at any time if Customer is in breach of this Agreement.

8. Disclaimer; Limitation of Liability
We shall not be responsible to provide Services to the extent that the issue is caused by (a) Customer’s misuse, improper use, mis-configuration, alteration, or damage to the Supported Software; (b) Customer’s use of the Supported Software with any hardware or Supported Software not supplied or supported by Us; © Customer’s failure to install an update to the Supported Software if such update would have resolved the issue; or (d) otherwise uses in a manner not in accordance with the Support Agreement. We shall have no responsibility for loss of or damage to Customer’s data, regardless of the cause of any such loss or damage.