License Agreement for PHP Tools for Visual Studio or VS Code - Commercial License

Version 2.0, effective as of March 24, 2025

IMPORTANT! READ CAREFULLY: THIS IS A LEGAL AGREEMENT. BY DOWNLOADING, INSTALLING, COPYING, SAVING ON YOUR COMPUTER, OR OTHERWISE USING THIS SOFTWARE, YOU (LICENSEE, AS DEFINED BELOW) ARE BECOMING A PARTY TO THIS AGREEMENT AND YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD NOT DOWNLOAD, INSTALL AND USE THE SOFTWARE.

1. PARTIES

• (a) "Licensor" means DEVSENSE s.r.o., residing in Zemědělská 16, Prague, 16000, Czech Republic, Reg. No. 28511425, VAT ID CZ 28511425, entered in Commercial Register administered by Municipal Court in Prague, Czech Republic, Section C, File No. 146930.

• (b) "Licensee" means the individual specified in the License Certificate. For the avoidance of any doubt, Licensee is a natural person and not a corporation, company, partnership or association or other entity or organization.

2. DEFINITIONS

• (a) "Authorized User" means Licensee.

• (b) "Software" means software program known as PHP Tools for Visual Studio or VS Code in binary form, including its documentation, upgrades provided pursuant to Section 8 of this Agreement, and any third party software programs that are owned and licensed pursuant to Section 5 of this Agreement by parties other than Licensor and that either integrated with or made part of PHP Tools for Visual Studio or VS Code (collectively, "Third Party Software").

• (c) "Software Version" means a release, update, or upgrade of Software.

• (d) "Subscription" means a time-limited right to use the Software, including access to updates, improvements, and support services for the duration of an active subscription period.

• (e) "Subscription Confirmation" means evidence of a subscription provided by Licensor to Licensee in electronic or printed form.

• (f) "Fallback Date" means the date 12 months prior to the expiration date of the Subscription.

• (g) "Fallback Version" means the most recent Software Version that Licensor made available for public purchase prior to the Fallback Date. The Fallback Version does not include any Software updates or upgrades that Licensee may have used in the period between the Fallback Date and the expiration date of the Subscription.

3. OWNERSHIP

• (a) Software is the property of Licensor or its suppliers. Software is licensed, not sold. Title and copyrights to Software, in whole and in part and all copies thereof, and all modifications, enhancements, derivatives and other alterations of Software regardless of who made any modifications, if any, are, and will remain, the sole and exclusive property of Licensor and its suppliers.

• (b) Software is protected by United States Copyright Law and International Treaty provisions. Further, the structure, organization, and code embodied in Software are the valuable and confidential trade secrets of Licensor and its suppliers and are protected by intellectual property laws and treaties. Licensee agrees to abide by the copyright law and all other applicable laws of the United States including, but not limited to, export control laws.

4. GRANT OF RIGHTS

Unless the Subscription has expired or this Agreement is terminated in accordance with Section 12, and subject to the terms and conditions specified in this Agreement, Licensor grants Licensee a limited, non-exclusive, non-transferable right to use the Software as follows:

• (a) Licensee may:

  • (i) install and use the version of Software specified in Subscription Confirmation on multiple computers and operating systems, provided that a number of concurrent users never exceeds the number of Authorized Users specified in the appropriate License Certificate(s), and

  • (ii) make one back-up copy of Software solely for archival purposes.

• (b) Licensee may not:

  • (i) sell, redistribute (except as set forth in Paragraph 5 herein), encumber, give, lend, rent, lease, sublicense, or otherwise transfer Software, or any portions of Software, to anyone without the prior written consent of Licensor;

  • (ii) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of Software, or create derivative works from Software; or

  • (iii) allow greater number of concurrent Authorized Users of the Software, on multiple computers, or on different operating systems at a time than the number of Authorized Users specified in the appropriate License Certificate(s).

• (c) Additional Limitations

This License is only for natural persons who are purchasing the license using their own funds only. Notwithstanding anything to the contrary set forth above, Licensee may not use Software, and this license shall not be in effect, in the event that Licensee does not pay the Software license fee using Licensee's own funds. If any third party pays the Software license fee or if Licensee expects or receives reimbursement for the Software license fee from any third party, this License shall be invalid and not in effect.

• (d) Perpetual Fallback License Following the expiration of this Agreement, Licensee shall retain a perpetual, royalty-free, non-exclusive, and non-transferable right to use the Fallback Version of the Software. This right is contingent upon Licensee having fully paid for the Subscription for the preceding 12 months without interruption and not being in breach of this Agreement. The limitations set forth in this Section shall continue to apply to the use of the Fallback Version.

5. THIRD PARTY SOFTWARE LICENSE

• (a) Licensee agrees to comply with the terms and conditions contained in Third-Party Software license agreements with respect to the applicable Third-Party Software.

• (b) Licensee agrees and acknowledges that Sections 9 and 10 of this Agreement shall also govern Licensee's use of the Third-Party Software. Licensor will have no responsibility with respect to any Third Party Software, and Licensee will look solely to the licensor(s) of the Third Party Software for any remedy. Licensor claims no right in the Third Party Software, and the same is owned exclusively by the licensor(s) of the Third Party Software.

• (c) LICENSOR PROVIDES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH RESPECT TO ANY THIRD PARTY SOFTWARE.

6. RESTRICTED USE DURING EVALUATION PERIOD

• (a) Subject to the terms of this Agreement, Licensee is granted a right to use Software for evaluation purposes without charge for a period of thirty (30) days from the date of installation of Software unless otherwise specified (Evaluation Period).

• (b) Licensees use of Software during Evaluation Period shall be limited to the internal evaluation of Software for the sole purpose of determining whether Software meets Licensees requirements and whether Licensee desires to continue using Software.

• (c) Upon expiration of the Evaluation Period, Licensee must obtain a valid Subscription to continue using the Software or cease all use of the Software. The Software contains a feature that will automatically disable it upon expiration of the Evaluation Period. Licensee may not disable, modify, or remove this feature. Any attempt to do so constitutes a violation of this Agreement and will terminate Licensee's right to use the Software.

7. LICENSE FEES AND PAYMENTS

Licensee shall pay Licensor the applicable subscription fees, charges, and any other expenses as specified in the relevant invoice or purchase documentation.

8. UPGRADES

(a) Licensee is entitled to receive all generally available Upgrades to the Software during an active Subscription period at no additional cost.

(b) Upon installing any Upgrade, Licensee must cease using any previous version of the Software, except as permitted under Section 4(c) (Fallback Version).

(c) Unless otherwise agreed in writing between Licensor and Licensee, upon upgrading to a new version of the Software, the terms and conditions of the License Agreement in effect at the time of the upgrade, as published at www.devsense.com, shall govern the continued use of the Software.

9. LIMITED WARRANTY

SOFTWARE IS PROVIDED TO LICENSEE "AS IS" AND WITHOUT WARRANTIES. LICENSOR MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR, AND ITS AFFILIATES, SUPPLIERS AND RESELLERS, DISCLAIM ALL OTHER 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 SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.

10. DISCLAIMER OF DAMAGES

• (a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, LICENSORS, SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY LICENSEE OR ANY USER OF SOFTWARE, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER ) ARISING OUT OF THE USE OR INABILITY TO USE SOFTWARE, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

• (b) IN ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR SOFTWARE UNDER THIS AGREEMENT.

11. EXPORT REGULATIONS

Licensee agrees and accepts that Software may be subject to import and export laws of any country, including those of the European Union and United States (specifically the Export Administration Regulations (EAR)). Licensee acknowledges that it is not a citizen, national, or resident of, and is not under control of the governments of Cuba, Iran, North Korea, Sudan or Syria and is not otherwise a restricted end-user as defined by applicable export control laws. Further, Licensee acknowledges that it will not download or otherwise export or reexport Software or any related technical data directly or indirectly to the above-mentioned countries or to citizens, nationals, or residents of those countries, or to any other restricted end user or for any restricted end-use.

12. TERM AND TERMINATION

• (a) The rights granted under this Agreement remain in effect only for the duration of an active Subscription, unless otherwise specified in writing by Licensor.

• (b) If Licensee fails to comply with the terms and conditions of this Agreement, Licensor may terminate this Agreement immediately. Licensee may also terminate the Agreement at any time by canceling the Subscription. Upon termination, Licensee must cease using the Software and remove it from all computers and archives.

• (c) If Licensee is eligible for a Fallback Version as defined in Section 4(c), Licensee may continue using that version under the applicable terms.

• (d) LICENSEE AGREES THAT UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, LICENSOR MAY TAKE ACTIONS TO PREVENT FURTHER OPERATION OF THE SOFTWARE, INCLUDING AUTOMATIC DISABLING OF THE SOFTWARE.

13. MARKETING

Licensee agrees to be identified as a customer of Licensor and that Licensor may refer to Licensee by name, trade name and trademark, if applicable, and may briefly describe Licensee's business in Licensor's marketing materials, on Licensor's web site, in public or legal documents. Licensee hereby grants Licensor a limited, non-exclusive, non-transferable license to use Licensee's name and any of Licensee's trade names and trademarks solely for this purpose.

14. GENERAL

• (a) Licensor reserves the right at any time to cease the support of Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of Software.

• (b) This Agreement, including the Third Party Software license agreements, constitutes the entire agreement between the parties concerning Licensee's use of Software, and supersedes any and all prior or contemporaneous oral or written representations, communications, or advertising with respect to Software. No purchase order, other ordering document or any hand written or typewritten text which purports to modify or supplement the printed text of this Agreement or any schedule will add to or vary the terms of this Agreement unless signed by both Licensee and Licensor.

• (c) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach. The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement will be enforceable notwithstanding said expiration or termination.

• (d) This Agreement will be governed by the laws of Czech Republic, without reference to conflict of laws principles. Licensee agrees that any litigation relating to this Agreement may only be brought in, and will be subject to the jurisdiction of, any Court of Czech Republic.

• (e) Titles are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. Either Licensor or Licensee may assign this Agreement in the case of a merger or sale of substantially all of its respective assets to another entity. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and assigns.

For exceptions or modifications to this Agreement, please contact Licensor at info@devsense.com