End-User License Agreement (EULA)

makion.dev · Version 1.1-launch-minimum · Effective 2026-08-16

Scope of this pack

Companion documents

The Paddle Buyer Terms govern the sale — payment, VAT, refund processing, billing; this EULA governs the right to use the product; the purchase document is a disclosure, not terms of sale, and does not describe Makion as the seller.

0. Defined terms

Terminology rule adopted by the operator and binding on this document: the word "lifetime" is never used about any Licence (rule 9). Nor are "works forever" or "future-proof" (banned phrases). Nor is "continues to function indefinitely" — it is the legal form of the banned "works forever" and is not used anywhere. The permitted description of the perpetual right is: "The Perpetual Licence and the right to use the Licensed Version do not expire. Continued technical operation, compatibility and availability of third-party dependencies are not guaranteed." "Unlimited" is only ever used about usage — objects, requests, projects — never about duration and never about the number of deployments.

1. Acceptance and scope

1.1 This Agreement is accepted at checkout. The legally operative acceptance of this Agreement is the acceptance record taken at checkout, before payment, as set out in. Where the Software subsequently presents this Agreement at installation or activation, it displays the version already accepted at checkout; that display does not form a new contract, and re-acceptance is required only where the terms have materially changed (§21.3). Both events may be logged, with different record types. Acceptance at checkout does not by itself bring this Agreement into effect: the Customer accepts this Agreement at checkout. It becomes effective when Paddle confirms successful payment for the related Transaction. Licensor's obligation to deliver arises at that time. Delivery occurs only when both the licence entitlement and the means required to download or access the Software have been issued (§19.1). If you have not accepted this Agreement, do not install, activate or use the Software.

1.2 This Agreement governs your use of the Software only. The sale — payment, VAT, refund processing and billing — is governed by the Merchant of Record's (Paddle's) Buyer Terms, under which Paddle, not Licensor, is the seller. Purchase Disclosures describes the SKUs, the update window, the AI dependency and the other product characteristics disclosed before payment — it is a disclosure document, not terms of sale. Refund Policy grants additional voluntary rights on top of the MoR's terms and mandatory law.

1.3 Subject-matter split, not a ranking. The MoR's Buyer Terms and this Agreement govern different subject matter — the transaction and the use of the product respectively — so neither "prevails" over the other. On any transaction question (payment, VAT, refund processing, billing) the MoR's terms are the governing terms; on any use question this Agreement is. Refund Policy may give the Customer more than the MoR's terms do; it never gives less (its Rule 1). See §21.2.

1.4 Which Licence you hold is stated in the Makion Transaction Acknowledgement and restated in the Makion Delivery Notice (§0). Sections marked (Subscription only) or (Perpetual only) apply accordingly; everything else applies to both.

1.5 This Agreement is offered in the EU/EEA, Switzerland and the United Kingdom only — the first-launch geofence. The Software is not sold through this checkout to buyers with a billing address anywhere else, the United States included (Purchase Disclosures §1.5).

2. Licence grant — Subscription Licence (Subscription only)

2.1 Subject to payment, Licensor grants the Licensee a non-exclusive, non-transferable licence, for the paid term and any renewed term, to install and use the Software for the Licensee's own professional, educational or personal development purposes, on the number of Developers and Development Systems stated in the order.

2.2 The Licensee may make only those copies of the Software necessary to run it for its intended functional purpose, and may not reproduce it for any other purpose.

2.3 Cancellation prevents the next renewal but does not end the current paid term. The Subscription Licence remains in effect until the end of the current paid term and then ends unless renewed. It may end earlier only following a refund or rescission, or termination under §19. On the ending of the Licence the Licensee must cease use and uninstall the Software.

2.4 Renewal. A Subscription Licence renews automatically for successive periods equal to the term purchased, at the then-current price for that term, until cancelled. Renewal charging, price-change handling and billing cancellation operate under the MoR's Buyer Terms; how they are disclosed and noticed is described in Purchase Disclosures §6–§9.

2.5 Updates during the term. For as long as a Subscription Licence is active and paid, the Licensee is entitled to Updates that Licensor makes generally available for the licensed edition, at no additional charge. Licensor does not commit to any particular Update, feature or release schedule.

3. Licence grant — Perpetual Licence (Perpetual only)

Scope: one Developer, one Development System. This bound is what the price was derived against; it is not boilerplate.

3.1 Grant. In consideration of the one-time fee, Licensor grants the Licensee a non-exclusive, non-transferable (except as §10 provides) licence, unlimited in time, to install and use the Licensed Version of the Software for the Licensee's own professional, educational or personal development purposes, on one Development System, by one Developer.

3.2 The right to use does not lapse. The Licence granted in §3.1 does not expire and is not terminable by Licensor for convenience, non-payment of any later fee, expiry of the Update Window, or discontinuation of the Software. It ends only as provided in §19.2 (material, uncured breach). This is the load-bearing non-lapsing grant and must not be weakened; Licensor has no discretionary right to terminate a Perpetual Licence.

3.3 Risk and responsibility pass to the Licensee. From Delivery, the Licensee bears the risk of loss of, and is responsible for retaining, its own copy of the Licensed Version, its licence key, and its own backups. Licensor does not undertake to re-supply a Licensed Version after the Update Window has closed.

3.4 Restrictions. The Licence is restricted as set out in §4. In particular the Licensee may make only the copies necessary to run the Software for its intended functional purpose, may not sublicense, may not create derivative works, and may not transfer or resell the Licence except as §10 provides — including §10.1's mandatory-law exception and the §10.1a transfer mechanics.

3.5 Commercial Updates are not perpetual — the Licence is perpetual on the version. See §6. Commercial Updates are included for the 24-month Update Window and then stop unless the Licensee takes the optional extension; Mandatory Updates, where non-waivable law requires them, are not limited by that window (§6.2a). The Perpetual Licence and the right to use the Licensed Version do not expire. Continued technical operation, compatibility and availability of third-party dependencies are not guaranteed (§6.7, §12.4).

3.6 No "lifetime" characterisation. Nothing in this Agreement, and nothing in Licensor's marketing, describes the Perpetual Licence as a "lifetime" licence, as including lifetime updates, as working forever, as future-proof, or as guaranteeing that the Software will keep working indefinitely in a changing third-party environment. See §12 (AI Provider dependency) and §22.

3.7 Deployment beyond one Development System is not licensed here. A Perpetual Licence covers one Development System only. Deployment across more than one Development System is not sold through this checkout and is not granted by this Agreement. (Pricing for anything beyond the published solo SKUs is public only as "individual pricing on request" — hard constraint 3.)

4. Restrictions (both Licences)

The Licensee shall not, and shall not permit others to:

(a) copy the Software except as permitted in §2.2 / §3.4 — that is, only the copies necessary to run it for its intended functional purpose, plus reasonable backup copies;

(b) distribute, resell, rent, lease, lend, or sublicense the Software, or make it available to any third party — subject, for the transfer or resale of a Perpetual Licence, to §10.1's mandatory-law exception and the §10.1a transfer mechanics;

(c) reverse engineer, decompile, or disassemble the Software, except to the extent permitted by mandatory applicable law, including where decompilation is indispensable to achieve interoperability under applicable implementations of Directive 2009/24/EC. In the United Kingdom, this restriction does not apply to the extent that decompilation is permitted by the mandatory provisions implementing the equivalent interoperability right under UK law.

(d) create derivative works based on the Software;

(e) remove, obscure or alter any proprietary notice;

(f) use the Software, or any Licensor confidential information, to build or assist a competing product;

(g) use the Software beyond the number of Developers and Development Systems licensed; or

(h) connect the Software with write capability to any SAP system other than the licensed Development System. In particular, direct write-enabled connection to a QAS, production/PRD or other productive system is not permitted under the standard Licence unless expressly authorised under a separate written Production Use Addendum. Under the standard Licence the Software writes only to the Development System, and changes reach QAS and productive systems solely through the Licensee's own reviewed SAP transport and change-management process.

5. Delivery and activation

5.1 Delivery occurs only when both the licence entitlement and the means required to download or access the Software have been issued.

5.1a Delivery is made without undue delay, and within the Delivery period stated before payment. While key issuance is manual, the Delivery period stated at checkout and in the Makion Transaction Acknowledgement is no later than one business day after this Agreement becomes effective (§19.1). If Delivery does not occur within that period, the Customer may request the remedies described in Refund Policy §3.5, without prejudice to any statutory remedy.

5.2 Redemption — the Licensee's first download or activation — is recorded separately from Delivery. The Update Window runs from Delivery (§6.1), so its end date is fixed at Delivery and is stated, as a date, in the Delivery Notice (Purchase Disclosures §7). Redemption is an operational and evidentiary record only.

5.3 No licence key is released before the acceptance record described in has been written.

6. Updates and the Update Window

6.1 (Perpetual only) The Update Window is 24 months — and it covers Commercial Updates. A Perpetual Licence includes all Commercial Updates — features, improvements, compatibility work — that Licensor makes generally available during the 24 months following Delivery. The window runs from Delivery, not Redemption (§5.2), so the end date is fixed at Delivery and is stated as a date in the Delivery Notice (Purchase Disclosures §7); the payment-time Transaction Acknowledgement does not state it, because Delivery has not yet occurred.

6.2 (Perpetual only) After 24 months, Commercial Updates stop. Unless the Licensee takes the extension in §6.3, the Licensee receives no further Commercial Updates. The Licensee keeps the Licensed Version, and the right to use it does not expire (§3.2). Continued technical operation, compatibility and availability of third-party dependencies are not guaranteed (§6.7, §12.4). This is a mandatory pre-purchase disclosure and must be stated at checkout, in the pre-payment disclosure block, and in the Makion Transaction Acknowledgement and Delivery Notice — not only here.

6.2a Mandatory Updates are not limited by the Update Window. Where non-waivable law requires Licensor to supply updates — including security updates — Licensor supplies them for the period that law requires, regardless of the commercial window in §6.1–§6.2. In particular, Directive (EU) 2019/770 may require updates, including security updates, for the period a consumer can reasonably expect, and a commercial update plan cannot override mandatory conformity remedies.

6.3 (Perpetual only) Optional Update extension — €199 per year. The Licensee may, at its option, take a further 12 months of Commercial Updates for €199. It is optional, it may be taken or dropped, and dropping it does not affect the Licence granted in §3 or the Mandatory Updates owed under §6.2a.

6.4 How the Update Window is described. Before payment — when Delivery has not occurred and the end date does not yet exist — the required statement is:

"Commercial Updates are included for 24 months from the date of Delivery. The exact end date will be stated in the Delivery Notice."

The exact calendar end date is stated only from Delivery onward, first in the Makion Delivery Notice (§0), and may be restated as a date-bounded fact thereafter. The perpetual right is described only by the formula: "The Perpetual Licence and the right to use the Licensed Version do not expire. Continued technical operation, compatibility and availability of third-party dependencies are not guaranteed." The words "lifetime", "works forever", "future-proof" and "continues to function indefinitely" are never used (rule 9). Where Mandatory Updates are owed, the description must not say that all updates stop — the accurate statement is that commercial updates stop and that updates required by non-waivable law, including security updates, continue for as long as the law requires (§6.2a).

6.5 (Subscription only) Updates are included for as long as the Subscription Licence is active and paid (§2.5). If the Subscription lapses, use rights end (§2.3) — a lapsed Subscription does not leave the Licensee with a Licensed Version.

6.6 Licensor gives no commitment as to the content, frequency, or continuation of Commercial Updates, and may discontinue the Software. Discontinuation does not terminate a Perpetual Licence (§3.2). Nothing in this §6.6 limits §6.2a.

6.7 No compatibility guarantee. Licensor gives no guarantee of compatibility with future SAP versions, operating systems, AI APIs or security policies once the Update Window (and any extension taken) has ended, subject to §6.2a. This is a mandatory pre-purchase disclosure and must appear before payment, not only here.

7. Fees, refunds, and consumer withdrawal rights

7.1 Prices, payment and billing are governed by the MoR's (Paddle's) Buyer Terms. The pre-payment disclosures are described in Purchase Disclosures.

7.2 Refund processing is governed by the MoR's Buyer Terms; Refund Policy grants additional voluntary refund rights, and mandatory withdrawal rights sit above both. A full 14-day refund is granted on every SKU.

7.3 Nothing in this Agreement excludes or limits any right the Licensee has as a consumer under mandatory law that cannot be excluded or limited by agreement, including any right of withdrawal under Directive 2011/83/EU as amended by Directive 2019/2161 where it applies.

8. Ownership

8.1 The Software is licensed, not sold outright, and Licensor retains all right, title and interest in it, including all intellectual property rights. The Licensee acquires only the rights expressly granted.

8.2 The Licensee acquires no right to make copies for distribution to the public, to prepare derivative works, to perform the Software publicly, or to display it publicly.

9. Third-party components

The Software includes open-source components licensed under their own terms; see THIRD_PARTY_NOTICES.txt in the distribution. Nothing in this Agreement restricts any right the Licensee has under those licences.

10. Transfer, assignment and resale

10.1 The Licence is personal to the Licensee. The Licensee may not sublicense, lend, or lease the Licence, the licence key, or any copy of the Software. The Licensee may not sell, assign, or otherwise transfer them, whether or not for consideration, without Licensor's prior written consent — except where applicable mandatory law permits transfer, in which case §10.1a applies.

10.1a Controlled transfer mechanics. Where a transfer is permitted — whether by mandatory law or by Licensor's prior written consent — it is subject to the following, to the extent mandatory law allows them to be imposed:

(a) on transfer, the transferor must cease all use of the Software;

(b) the transferor must delete every copy it holds, including backups, and must stop using its licence key;

(c) the Licence transfers in whole, never in part — it may not be split between Developers, Development Systems, or persons; and

(d) the transferee takes the Licence subject to this Agreement as accepted, including the scope bound of one Developer and one Development System (§3.7, §4(g)).

10.2 Licensor may assign this Agreement to an Affiliate, or to a successor in connection with an incorporation, reorganisation, or transfer of all or substantially all of the Makion business, provided that the assignee assumes in writing all of Licensor's obligations under this Agreement and the assignment does not reduce any mandatory consumer right, remedy or guarantee. Licensor will notify the Licensee of the assignment. Nothing in this clause releases Licensor from any liability accrued before the assignment, except to the extent permitted by applicable law and, where required, agreed.

11. SAP connection

11.1 The Software connects to the Licensee's own SAP systems via the SAP ADT interface using credentials the Licensee provides. The Licensee is solely responsible for ensuring that such use complies with the Licensee's agreements with SAP SE and with the Licensee's own security and data-handling policies, and for holding valid SAP licensing and authorisation.

11.2 Makion is not affiliated with, or endorsed by, SAP SE. "SAP" and "ABAP" are trademarks of SAP SE, used here descriptively only. (Mandatory — hard constraint 2.)

12. AI Providers — and the dependency disclosure

12.1 The Software drives third-party AI coding tools and models that the Licensee connects using the Licensee's own account with the relevant AI Provider. Licensor does not provide, resell, broker, or provision AI model access, and AI Provider costs are not included in the price paid to Licensor.

12.2 The Licensee is solely responsible for (a) holding valid access to any AI Provider it connects, (b) paying that Provider's costs, and (c) complying with that Provider's terms of service at all times. Depending on the Provider, access may be connected via an API key or via a subscription sign-in, in each case only where and to the extent the applicable Provider's terms permit that access method for the Licensee's intended use. Some Providers restrict or prohibit automated, programmatic, third-party-tool, or subscription-based access. The Licensee must verify, before connecting, that its chosen Provider, plan and access method permit its intended use.

12.3 Licensor makes no representation or warranty that any particular access method is permitted by any particular Provider or plan, and does not control any AI Provider's prices, API availability, models, rate limits, or whether the Provider or its service continues to exist. Licensor is not responsible for the AI Provider relationship, its costs, or any suspension, limitation or other action taken by a Provider.

12.4 ⚠️ MANDATORY PRE-PURCHASE DISCLOSURE — dependency on third-party AI APIs. The Software depends on third-party AI APIs that Licensor does not control. Those Providers may change their terms, change or raise their prices, deprecate models, or discontinue APIs entirely. If that happens, the Software's function may degrade or may stop working, through no act or fault of Licensor. This risk falls on a Perpetual Licence more heavily than on a Subscription, because a Licensed Version frozen at a point in time will not be adapted after the Update Window closes unless the Licensee extends it.

This disclosure is mandatory under and must be made before purchase, in the checkout disclosure block, not only here.

13. Changes to SAP objects; Licensee control

13.1 The Software can read and, in a write-enabled role, change the Licensee's SAP objects. The controls operate as follows: (a) read-only roles cannot change SAP systems; (b) object deletion is disabled in the Software; (c) in AUTONOMOUS (unattended) mode, each proposed change waits for explicit human approval before it is applied; and (d) in INTERACTIVE modes, a write-enabled role makes changes in-session under the user's direction, subject to role-scoped guardrails.

13.2 The Licensee is solely responsible for directing, reviewing, testing and verifying every change the Software proposes or makes to its SAP systems, and for the results of any such change. Under the standard Licence the Software connects with write capability only to the licensed Development System (§4(h)); changes reach QAS and productive systems only through the Licensee's own reviewed SAP transport and change-management process, and the Licensee must review and test Software output before applying or transporting it toward any productive system.

13.3 Prerequisites. The Licensee is responsible for meeting the hardware, SAP and network prerequisites for the Software. These are a mandatory pre-purchase disclosure and must be stated before payment.

14. Data and security

14.1 The Software runs on the Licensee's own infrastructure. SAP credentials entered on Windows are stored encrypted via the OS keystore (DPAPI, user-scoped) and are not transmitted in plaintext.

14.2 The Licensee is responsible for the security of the host machine and network.

14.3 Content the Licensee submits to an AI Provider is processed by that Provider under that Provider's terms and privacy policy, over which Licensor has no control.

14.4 Security duties (Business Licensee). A Business Licensee shall: install security Updates without undue delay; not disable or circumvent the Software's security controls; report a suspected vulnerability to Licensor and not publicly exploit or disclose it before a reasonable period for coordinated remediation; keep its SAP and operating-system versions within those Licensor supports; and cooperate reasonably with the investigation of a security incident. These duties support, and do not limit, Licensor's own obligations under applicable law (including the Cyber Resilience Act).

15. Warranty and conformity

15.1 Consumers first. For a Licensee who is a consumer, nothing in this §15 excludes or limits the non-waivable conformity and update obligations that mandatory consumer law confers, including under Directive (EU) 2019/770 (and, for United Kingdom consumers, the Consumer Rights Act 2015) — which for single-supply digital content requires the Software to be in conformity and requires Licensor to supply the updates, including security and functionality updates, necessary to keep it in conformity for the period the consumer may reasonably expect. This §15.1 prevails over §15.2 and §15.4.

15.2 (Default / B2B) THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

15.3 The Software is currently distributed unsigned; Windows SmartScreen may warn on first run.

15.4 §15.2 does not exclude any warranty or conformity right that mandatory consumer law confers and that cannot be excluded by agreement.

16. Limitation of liability

16.1 Consumers first. For a Licensee who is a consumer, the limitations and cap in this §16 do not apply to any mandatory statutory remedy or to any liability that cannot be excluded or limited by law, including under Directive 93/13/EEC on unfair terms in consumer contracts and the non-waivable conformity remedies under Directive (EU) 2019/770 and, for United Kingdom consumers, the Consumer Rights Act 2015. This §16.1 prevails over §16.2–§16.6 and §16a.

16.1a (Business Licensee) Scope of this §16. For a Business Licensee only, and subject to §16.1 and §16.4, the limitations, exclusions and aggregate cap in this §16 apply regardless of the form or legal basis of the claim — whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, strict liability or otherwise — to the maximum extent permitted by applicable law.

16.2 (Business Licensee) TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS OR BUSINESS, BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE GOODS OR SERVICES; OR FOR LOSS OR CORRUPTION OF DATA TO THE EXTENT IT WAS RECOVERABLE FROM BACKUPS THE LICENSEE WAS REQUIRED TO MAINTAIN OR RESULTED FROM THE LICENSEE'S FAILURE TO MAINTAIN REASONABLE BACKUP AND RECOVERY PROCEDURES — ARISING FROM USE OF THE SOFTWARE. Direct loss of or damage to data caused by a defect in the Software is not excluded by this §16.2 and remains subject to the aggregate cap in §16.3.

16.3 Aggregate cap. Subject to §16.1 and §16.4, Licensor's total aggregate liability arising out of or relating to the Licence, the Software, this Agreement and all Makion-issued purchase and disclosure documents combined — taken across all claims, events, causes of action and legal theories, and not as a separate cap for each — shall not exceed: (a) for a Subscription Licence, the greater of (i) the fees paid by the Licensee in the twelve months before the event giving rise to the claim, or (ii) twelve times the then-current monthly-equivalent fee for that Licence; and (b) for a Perpetual Licence, the amount paid for that Perpetual Licence. Any update-extension fees under §6.3 fall within this same aggregate cap and do not create a separate cap.

16.4 Nothing in §16 limits liability that cannot lawfully be limited, including for death or personal injury caused by negligence or for fraud.

16.5 Customer-controlled and third-party risks (Business Licensee). For a Business Licensee only, and to the maximum extent permitted by law, Licensor is not liable to the extent that a loss is caused by: (a) an instruction, configuration, change or deployment selected, directed or approved by the Licensee; (b) the Licensee's failure to review, test or validate Software output before applying or transporting it; (c) the acts, omissions, availability, pricing, model changes, rate limits or discontinuation of SAP, an AI Provider, or another third-party service; (d) the Licensee's host, network, credentials, authorisations, security configuration, data, backups or other environment; or (e) use of the Software contrary to the Documentation or outside the licensed scope. This §16.5 does not exclude liability to the extent the loss was caused by a defect in the Software, by Licensor's breach of this Agreement, or that applicable law does not permit to be excluded or limited.

16.6 A Business Licensee shall notify Licensor without undue delay after becoming aware of an incident or claim, take reasonable steps to mitigate its loss, and preserve relevant evidence. This does not shorten any statutory limitation period; under Ukrainian law a limitation period may be extended by agreement but not shortened.

16a. Indemnity and third-party IP claims (Business Licensee)

16a.1 Business Licensee indemnity. This §16a applies only to a Business Licensee. The Licensee shall indemnify and defend Licensor and its permitted successors against third-party claims, damages, liabilities, judgments and reasonable external legal costs to the extent arising from: (a) data, code, materials, instructions or other content supplied by the Licensee that infringes a third party's rights or that the Licensee was not authorised to use or process; (b) unlawful or unauthorised use of the Software, including use outside the licensed Development System or deliberate circumvention of security or approval controls; (c) the Licensee's breach of its obligations concerning SAP licences, AI Provider terms, credentials, authorisations or applicable law; or (d) changes to the Licensee's systems knowingly directed or approved by the Licensee contrary to the Documentation or documented safeguards. This indemnity does not apply to the extent the claim was caused by a defect in the Software, by Licensor's breach of this Agreement, by Licensor's negligence or wilful misconduct, or by infringement caused by the Software as supplied by Licensor. Licensor shall give the Licensee reasonably prompt notice of the claim, permit the Licensee reasonable control of the defence, and cooperate reasonably at the Licensee's expense; no settlement may admit fault by, or impose a non-monetary obligation on, Licensor without Licensor's prior written consent.

16a.2 Third-party IP claim — Business Licensee remedy. If a bona fide third-party intellectual-property claim materially prevents a Business Licensee from using the Software, Licensor may, at its option: (i) obtain the right for the Licensee to continue use; (ii) modify or replace the affected Software so that it becomes non-infringing without materially reducing its functionality; or (iii) terminate the affected Licence and refund the amount determined under this Agreement. Subject to §16, this is the Business Licensee's exclusive contractual remedy for such a claim, except where applicable law does not permit that limitation. This §16a.2 does not apply to the extent the claim arises from the Licensee's modifications, from a combination with anything not supplied by Licensor, from the Licensee's own data or code, or from use outside the Documentation.

16a.3 Consumers. Nothing in this §16a applies to a consumer. For a consumer, where a third-party right (including an intellectual-property right) prevents use of the Software, the conformity remedies under mandatory consumer law (including Directive (EU) 2019/770) apply.

17. Authorised Resellers — out of scope

There is no channel in this launch. No reseller agreement may be signed, and no channel sale may be made, under this pack.

18. Evaluation, pilots and demos

Free pilots are governed by the time-limited hosted demo is governed by the Makion Demo Access Terms. Neither grants a Licence under this Agreement.

19. Term and termination

19.1 The Customer accepts this Agreement at checkout. It becomes effective when Paddle confirms successful payment for the related Transaction. Licensor's obligation to deliver arises at that time. Delivery occurs only when both the licence entitlement and the means required to download or access the Software have been issued (§5.1, within the Delivery period stated before payment — §5.1a). It then continues for as long as the Licensee holds a Licence.

19.2 Licensor may terminate the Licence on written notice if the Licensee materially breaches this Agreement and does not cure the breach within [30] days of notice. For a Perpetual Licence, material uncured breach is the only ground of termination (§3.2). Licensor has no discretionary right to terminate a Perpetual Licence — do not edit this clause without reading §3.2.

19.3 A Subscription Licence also ends as set out in §2.3.

19.4 On termination, the Licensee must cease all use and uninstall the Software. §4, §8, §15, §16, §16a and §20 survive.

20. Governing law and disputes

20.1 (B2B) For a Licensee acting in the course of a trade, business, craft or profession, this Agreement is governed by the law of Ukraine, and the parties submit to the exclusive jurisdiction of the courts of Ukraine at Licensor's seat.

20.2 (EU/EEA and UK consumers) For a Licensee who is a consumer habitually resident in the EU/EEA or the UK, this Agreement is governed by the law of Ukraine, but this choice does not deprive the consumer of the protection afforded by the mandatory provisions of the law of the country of their habitual residence (Rome I, Art. 6(2); the UK applies its retained equivalent).

20.2a (Swiss consumers) For a consumer habitually resident in Switzerland, to the extent the mandatory Swiss conflict-of-laws rules for consumer contracts apply, the applicable law and forum are determined by those mandatory rules, including Article 120 of the Swiss PILA (which applies the law of the consumer's habitual residence and does not permit a choice of law). Nothing in this Agreement overrides those rules. (This limb exists because Switzerland — unlike Rome I — does not allow a choice of law to stand alongside the consumer's home law for qualifying consumer contracts.)

20.3 (Consumer forum) A consumer may bring proceedings in any court available to them under mandatory applicable jurisdiction rules, including the courts of their country of domicile (Brussels Ia, Arts. 17–19, for EU consumers; the equivalent Swiss and UK rules for those consumers). Nothing in this Agreement requires a consumer to litigate only in Ukraine.

20.4 Notices and legal process to Licensor are sent to the address and contact stated in §0 and in the Contact section.

21. General

21.1 Entire agreement. This Agreement, together with the Makion Transaction Acknowledgement, the Makion Delivery Notice and the pre-payment disclosures recorded against the order (Purchase Disclosures), is the whole agreement between Licensor and the Licensee in respect of use of the Software. The sale transaction is a separate contract between the Customer and the Merchant of Record under the MoR's Buyer Terms, to which Licensor is not a party (§1.2–§1.3).

21.2 Order of precedence — a subject-matter split, not a ranking. Mandatory consumer law prevails over everything below. Subject to that:

• the MoR's (Paddle's) Buyer Terms govern the transaction — payment, VAT, refund processing, billing;
• this Agreement governs use of the product;
• Refund Policy grants additional voluntary rights on top of both;
• the Makion Transaction Acknowledgement and Makion Delivery Notice record what was bought, which document versions were accepted, and what was delivered when (the Paddle Transaction Confirmation is Paddle's own document under the MoR flow and is not Makion's to define);
• Purchase Disclosures is not a standalone set of sale terms. It records the pre-contract information and product characteristics presented before payment. To the extent required by applicable law, that information forms part of the relevant transaction or licence contract — under Art. 6(5) of Directive 2011/83/EU, mandatory pre-contract information becomes part of the distance contract and cannot be altered without express agreement. Where an order-specific disclosure conflicts with a general product description in this Agreement, the order-specific disclosure controls as to the SKU, price, licence scope and update-window dates, subject to the Paddle Buyer Terms on the Transaction.

21.3 Changes to this Agreement. Licensor may publish new versions. A Licensee remains bound by the version it accepted until it accepts a newer one; re-acceptance is required only where the terms have materially changed — otherwise a new version applies only to new purchases. See

21.4 Severability; no waiver by delay; notices in writing, email acceptable.

Contact and trader identity

• Trader: Eduard Kibkalo, private entrepreneur, Ukraine.
• Geographical address: St. Kyrylivska 3A, Lviv, Ukraine.
• Email: [email protected].
• Complaints: [email protected]; St. Kyrylivska 3A, Lviv, Ukraine.