These terms, together with the order referencing them, make up a software license agreement. The software, the developer, and the customer are all identified on the order.
{{#model=evaluation}}
This agreement will continue for the term on the order. The customer may use the software only to evaluate its functionality and suitability for the customer's needs, not to serve customer's customers or to integrate into production systems. {{/model=evaluation}}
{{#trial=yes}}
-
This agreement will begin with the trial period on the order.
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The customer will not accrue fees during the trial period.
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Neither Warranties nor Indemnities will apply during the trial period.
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The customer may end this agreement at any time during the trial period by giving the vendor notice. {{/trial=yes}}
{{#users=limited}}
The customer's use of the software is limited to the number of individual users on the order at any one time. The customer may reassign each allotted user to a different individual at most once in any rolling three-month period.
Only the customer's employees, the customer's subsidiaries' and affiliates' employees, and individual independent contractors providing services to the customer may be assigned as users under this agreement.
{{#expansion=list}}
The customer can increase its users limit by paying for for additional users, in advance, at the vendor's published list price. {{/expansion=list}}
{{#expansion=quoted}}
The customer can increase its users limit by paying for for additional users, in advance, according to the pricing on the order. {{/expansion=quoted}}
{{#expansion=negotiate}}
The vendor agrees to task its personnel to negotiate an amendment to this agreement to increase the customer's users limit on request. {{/expansion=negotiate}}
{{#expansion=usage}}
If the customer exceeds its users limit, the customer agrees to pay additional charges for the additional users according to the pricing on the order. {{/expansion=usage}} {{/users=limited}}
{{#model=metered}}
The customer's use of the software is limited to within the numeric technical limits on the order.
{{#expansion=list}}
The customer can increase the numeric technical limits on its use of the software by paying for additional usage, in advance, at the vendor's published list prices. {{/expansion=list}}
{{#expansion=quoted}}
The customer can increase the numeric technical limits on its use of the software by paying for additional usage, in advance, according to the pricing on the order. {{/expansion=quoted}}
{{#expansion=usage}}
If the customer exceeds the numeric technical limits on its use of the software, the customer agrees to pay additional charges for its usage according to the pricing on the order. {{/expansion=usage}}
{{#expansion=negotiate}}
The vendor agrees to task its personnel to negotiate an amendment to this agreement to increase the numeric technical limits on the customer's use of the software on request. {{/expansion=negotiate}} {{/model=metered}}
{{#maintenance=no}} This agreement covers only the specific version of the software on the order. {{/maintenance=no}}
{{#maintenance=yes}} This agreement covers the specific version of the software on the order, plus any new versions of the software that the vendor makes generally available, or specifically provides to the customer, while this agreement continues. {{/maintenance=yes}}
{{#modification=yes}}
The customer may make changes to the software's source code, compile those changes, and run changed versions of the software. {{/modification=yes}}
{{#modification=no}}
The customer may not make changes to the software's source code. {{/modification=no}}
{{#billing=invoices}}
The vendor agrees to invoice the customer per the order. The customer agrees to pay the fees on the order, using the payment method on the order. {{/billing=invoices}}
{{#billing=card}}
The customer agrees to pay the fees on the order. The vendor agrees to charge the customer's payment card per the order. {{/billing=card}}
The customer agrees to give the vendor notice of any suspected billing error {{#billing=invoices}}on an invoice before the deadline for payment{{/billing=invoices}}{{#billing=card}}within thirty days after the charge is made{{/billing=card}}. Both sides agree to resolve any potential billing errors promptly and in good faith. {{#billing=invoices}}The customer agrees to pay the undisputed part of each invoice by the original deadline, and any part of the invoice resolved later within seven days of resolution.{{/billing=invoices}} {{#billing=card}}The vendor agrees to refund the part of any charge resolved to be an overpayment within seven days of resolution.{{/billing=card}}
{{#term=perpetual}}
This agreement continues until one side or the other ends it. {{/term=perpetual}}
{{#term=year}}
This agreement will continue for one year{{#trial=yes}} after the trial period ends{{/trial=yes}}. {{/term=year}}
{{#term=renewing}}
This agreement will continue for one year{{#trial=yes}} after the trial period ends{{/trial=yes}}, then renew automatically for an additional year at a time. Either side can stop this agreement from renewing by giving notice at least ninety days before it renews again. {{/term=renewing}}
{{#term=month}}
This agreement will continue month-by-month{{#trial=yes}} after the trial period ends{{/trial=yes}}, until one side gives the other notice that it will end after the next month-long period ends. {{/term=month}}
Either side can terminate this agreement immediately if the other side breaches and fails to cure their breach within fourteen days of notice.
The customer may use the software only for its own computing needs{{#customer=organization}} and those of its subsidiaries and corporate affiliates{{/customer=organization}}.
The customer may not:
- sell, lease, license, or sublicense the software or documentation
{{#delivery=compiled}}
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decompile, disassemble, or reverse engineer any part of the software {{/delivery=compiled}}
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allow access to the software by others not licensed under this agreement
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share copies of the software or documentation with with others not licensed under this agreement
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make so much of the functionality of the software available to others as software-as-a-service that the service competes with the software for customers
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assist or allow others to use the software against the terms of this agreement
The vendor grants the customer{{#customer=organization}} and each authorized user{{/customer=organization}} a standard license for any copyrights in the software that the vendor can license, to copy, install, back up, and use the software as allowed under this agreement.
The vendor grants the customer{{#customer=organization}} and each authorized user{{/customer=organization}} a standard license for any patents the vendor can license or becomes able to license, to use the software as allowed under this agreement.
The vendor grants the customer{{#customer=organization}} and each authorized user{{/customer=organization}} a standard license for any copyrights in the documentation that the vendor can license, to read, back up, and copy the documentation.
A standard license means a nonexclusive license for the term of this agreement, for versions of the software covered by this agreement, that is conditional on payment of all fees as required by this agreement and subject to any use limits in this agreement.
Apart from the licenses in Licenses, this agreement does not license or assign any intellectual property rights.
Some components of the software may be open source software available under free, public licenses. If the public license terms for any open source component conflict with the terms of this agreement, only the public license terms apply to that component, not the terms of this agreement. If the license terms for any open source component require an offer of source code or other information related to that component, the vendor agrees to provide on written request.
If any part of the software is or becomes available under a public license:
- While the customer's licenses continue, the customer{{#customer=organization}} and each authorized user{{/customer=organization}} must abide by this agreement, not the public license.
{{^term=perpetual}}
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After the customer's licenses end, the customer must abide by the public license. {{/term=perpetual}}
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The customer must abide by the terms of the public license for any versions of the software not covered by this agreement.
{{#reporting=phone}}
The software will report the customer's use to the vendor by contacting the vendor's servers via the Internet. The customer agrees not to take any steps to prevent the software from sending those reports, and will configure its firewall and other settings according to the documentation to allow them. {{/reporting=phone}}
{{#reporting=self}}
The customer agrees to track and accurately report its use of the software to the vendor on a monthly basis. {{/reporting=self}}
{{#reporting=audit}}
The vendor may audit the customer's use of the software to confirm that the customer has remained within its use limits.
The vendor may audit the customer at most once per rolling year-long period.
The vendor agrees to give notice of any outside auditor that it plans to use to audit the customer. If the customer gives notice of a reasonable objection to the vendor's choice of auditor, the vendor must use a different auditor, or perform the audit itself.
The customer agrees to cooperate with audits during regular business hours. The vendor agrees to cooperate with the customer to minimize disruption to the customer from the audit.
The customer agrees to promptly pay the vendor's costs of performing an audit if the audit reveals that the customer has exceeded the limits on their use under this agreement. Otherwise, the vendor will cover its own audit costs. {{/reporting=audit}}
The vendor agrees to deliver the following to the customer within three days:
{{#delivery=compiled}}
- a copy of the software in compiled form {{/delivery=compiled}}
{{#delivery=source}}
- a copy of the software's source code in the preferred form for making changes
- copies of any scripts or configuration files necessary to compile the software's source code {{/delivery=source}}
{{#delivery=both}}
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a copy of the software in compiled form
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a copy of the software's source code in the preferred form for making changes
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copies of any scripts or configuration files necessary to compile the software's source code {{/delivery=both}}
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a copy of the software's documentation
The vendor agrees to deliver all materials by e-mail or by making them available to download online, without any additional charge.{{^maintenance=no}} The vendor agrees to make new versions of the software covered by this agreement available in the same way, within three days of making it generally available.{{/maintenance=no}}
If the software requires license keys to function, the vendor agrees to give the customer those keys by e-mail within three days. If license keys for the software expire over time, the vendor agrees to give the customer new license keys by e-mail at least two weeks before the last keys expire. The customer agrees to share license keys only as required for use of the software as allowed under this this agreement, and to secure its license keys at least as well as its confidential business information.
{{#escrow=yes}}
The parties agree to engage a third-party software escrow agent to received, hold, and release source code for the software if the vendor stops maintaining the software, becomes insolvent or files for bankruptcy, or discontinues the software as a commercial product. {{/escrow=yes}}
{{#escrow=no}}
The parties do not agree to use any software escrow service for the source code of the software under this agreement. {{/escrow=no}}
{{#support=none}}
The vendor does not agree to provide technical support for the software under this agreement. {{/support=none}}
{{^support=none}}
{{#support=basic}}
During its regular business hours, the vendor agrees to respond to e-mail support requests from customer{{#customer=organization}} or any authorized user{{/customer=organization}} about configuration of, use of, and problems with the software and its documentation. The vendor does not agree to any specific service levels for response to support requests. {{/support=basic}}
{{#support=full}}
The vendor agrees to respond to support requests from customer{{#customer=organization}} and each authorized user{{/customer=organization}} about configuration of, use of, and problems with the software and its documentation.
The vendor agrees to respond to support request via the support channels on the order.
The vendor will respond to support requests every hour of every day of the year, according to the service levels on the order.
If the vendor fails to meet its support service levels for three months in a row, the customer can end this agreement by notice to vendor. If the customer ends this agreement for unresponsive support, the vendor agrees to refund all the support fees the customer paid for those months.
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Critical Support Requests are support requests that report:
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the software has stopped working at all
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functions of the software that are critical to the customer's use case have stopped working, begun malfunctioning, or are working only very slowly
-
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Urgent Support Requests are support requests that report substantial loss of other functionality or responsiveness of the software.
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All other support requests are Regular Support Requests. {{/support=full}}
On the vendor's request, the customer agrees to give the vendor prompt access to personnel, systems, and information needed to respond to support requests.
On the customer's request, the vendor will agree to the terms of a standard, published, mutual nondisclosure agreement with the customer, for the purpose of fulfilling its support obligations under this agreement.
{{/support=none}}
{{^model=evaluation}}
The vendor guarantees that the software will perform as described in its documentation {{#warranty=period}}during the warranty period on the order{{/warranty=period}}{{#warranty=term}}while this agreement continues{{/warranty=term}}, except when:
- using older version of the software than the latest provided under this agreement
{{#modification=yes}}
-
using the software with modifications {{/modification=yes}}
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running the software using hardware or software different from that required, according to the documentation
-
combining the software with other software or hardware in ways not described in the documentation
The vendor guarantees that the software it delivers will be free of malicious code, such as computer worms and viruses.
The developer guarantees that the software it delivers will be free of code that automatically limits or disables software functionality, other than:
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code that limits or disables functionality on failure to validate license keys
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code that limits or disables functionality based on automatic monitoring of agreed limits on usage
If the software depends on, installs, configures, or links to other software in order to function, the vendor guarantees that those software dependencies will be either provided in the copies of the software delivered to the customer or generally available for the customer to download, free or charge, from a well known website or Internet service, such as an open source software package repository.
{{/model=evaluation}}
{{#model=evaluation}}
!!! The vendor provides the software as is, without any warranty. The vendor disclaims any warranties the law might otherwise imply, like warranties of merchantability, fitness for any particular purpose, title, or noninfringement. {{/model=evaluation}}
{{^model=evaluation}}
!!! Warranties sets out the only warranties the vendor provides for the software. The vendor disclaims any warranties the law might otherwise imply, like warranties of merchantability, fitness for any particular purpose, title, or noninfringement. {{/model=evaluation}}
!!! Neither side will be liable for breach-of-contract damages they could not have reasonably foreseen when entering into this agreement.
!!! Except for Uncapped Liabilities, neither side's total liability for breach of this agreement will exceed the amount of fees the vendor received from the customer under this agreement during the twelve months before the first claim is made. This limit applies even if the side liable is advised that the other may suffer damages, and even if the customer paid no fees at all.
Liability Cap does not apply to:
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the customer's obligations to pay fees
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the vendor's obligations to indemnify the customer
-
liabilities the law requires to be unlimited
These indemnities apply as long as the customer has paid all licensing fees as required by this agreement:
Subject to Indemnification Process, the vendor agrees to indemnify the customer for legal claims by others alleging that the software infringes any copyright, trademark, or trade secret right, or breaks any law.
{{#patent=none}}The vendor will not indemnify the customer for any claims by others alleging that the software infringes any patent.{{/patent=none}}
{{#patent=known}}The vendor agrees to indemnify the customer for claims by others alleging that the software infringes a patent that vendor personnel were aware of before the allegation was made.{{/patent=known}}{{#patent=all}}The vendor agrees to indemnify the customer for any claims by others alleging that the software infringes any patent.{{/patent=all}}{{^patent=none}} However, the vendor will not indemnify the customer for patent infringement in these cases:
-
The customer combined the software with other technology, and the software on its own would not infringe.
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The customer made or used changes to the software, and the unchanged software would not infringe.
-
The customer used changes to the software specifically requested from the vendor in writing, and the unchanged software would not infringe. {{/patent=none}}
Throughout this agreement, to indemnify means to indemnify and hold the customer{{#customer=organization}} and its personnel{{/customer=organization}} harmless for all liability, expenses, damages, costs, and reasonable attorney fees, as well as to defend the indemnified party.
Both sides agree that indemnification will be the only legal remedy for claims covered by indemnity.
Both sides agree that to receive indemnification under this agreement, they must give notice of any covered claim quickly, allow the other side to control investigation, defense, and settlement, and cooperate with those efforts. Both sides agree that if they fail to give notice of any covered claim quickly, indemnification will not cover amounts that could have been defended against or mitigated if notice had been given quickly. Both sides agree that if they take control of the defense and settlement of any covered claim, they will not agree to any settlements that admit fault or impose obligations on the other side without their signed, written permission.
If the vendor or the customer receives written notice of a claim that the software infringes any intellectual property right or breaks any law, or vendor reasonably anticipates a claim of that kind:
-
The developer may provide the customer a new version of the software that no longer infringes or breaks the law. That new version will be covered by this agreement. The customer will not pay any additional fee for the new version.
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If the problem is infringement, the developer may get licenses for the customer so that the customer's use of the software no longer infringes.
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If the problem is illegality, the developer may get the approvals, licenses, or other requirements needed to abide by the law.
-
The developer may refund any fees the customer has prepaid under this agreement for time remaining in the term of this agreement, on a proportional basis, and end this agreement immediately by giving the customer notice.
The customer agrees to pay all tax on fees under this agreement, except tax on the vendor's income.
If the customer is located outside the United States and local law requires the customer to withhold taxes on fees paid under this agreement:
-
The customer agrees to make the required tax withholding payments for the vendor by deducting the right amounts from payments to the vendor and paying them to the proper tax authorities.
-
The customer agrees to increase the amount of each payment made under this agreement, to offset withholding, so that the vendor receives the full amount owed.
-
The customer agrees to give the vendor relevant official tax documentation and tax receipts showing that withholding was required and that proper withholding payment was made, as soon as possible after making any withholding payment.
Both sides agree to give notice under this agreement, the side giving notice must send by e-mail to the address the recipient gave with its signature, or to a different address given later for notices going forward, in the English language. If either side finds that e-mail can't be delivered to the e-mail address given, the sender may give notice by registered mail to the address on file for the recipient with the state under whose laws it is organized.
This agreement will be governed by {{#law=vendor}}the law of the jurisdiction of the address the vendor gives with its signature{{/law=vendor}}{{#law=customer}}the law of the jurisdiction of the address the vendor gives with its signature{{/law=customer}}{{#law=california}}California law{{/law=california}}{{#law=delaware}}Delaware law{{/law=delaware}}{{#law=newyork}}New York law{{/law=newyork}}.
The United Nations Convention on Contracts for the International Sale of Goods will not apply to this agreement.
As far as the law allows, the Uniform Computer Information Transactions Act will not apply to this agreement.
{{#government=yes}}
The software is commercial computer software, and the document is commercial computer software documentation. Both were developed exclusively at private expense. If customer's procurement is subject to Federal Acquisition Regulation 12.212 or Defense Federal Acquisition Regulation Supplement 227.7202, the customer's rights will be only those stated in this agreement. {{/government=yes}}
{{#export=yes}}
The customer may not export or reexport the software or its documentation from the vendor's home country without the vendor's signed, written permission. {{/export=yes}}
{{#disputes=litigation}}The parties do not agree to mediation or arbitration of disputes related to this agreement.{{/disputes=litigation}}
{{#disputes=executives}}The parties agree to try to resolve any dispute related to this agreement by having an executive from each party meet, in person or by phone, to try and resolve the dispute first. Only if that fails will they bring a lawsuit.{{/disputes=executives}}
{{#disputes=mediation}}The parties agree to try to resolve any dispute related to this agreement through mediation led by a neutral third party. Only if that fails will they bring a lawsuit.{{/disputes=mediation}}
{{#disputes=jamsdomestic}}Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in {{#venue=capital}}the capital of the jurisdiction whose laws govern this agreement{{/venue=capital}}{{#venue=biggest}}the largest city of the jurisdiction whose laws govern this agreement{{/venue=biggest}}{{#venue=vendor}}the city nearest the address the vendor gives with its signature{{/venue=vendor}}{{#venue=customer}}the city nearest the address the vendor gives with its signature{{/venue=customer}} before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.{{/disputes=jamsdomestic}}
{{#disputes=jamsinternational}}Any dispute, controversy or claim arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The Tribunal will consist of one arbitrator. The place of arbitration will be {{#venue=capital}}the capital of the jurisdiction whose laws govern this agreement{{/venue=capital}}{{#venue=biggest}}the largest city of the jurisdiction whose laws govern this agreement{{/venue=biggest}}{{#venue=vendor}}the city nearest the address the vendor gives with its signature{{/venue=vendor}}{{#venue=customer}}the city nearest the address the vendor gives with its signature{{/venue=customer}}. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.{{/disputes=jamsinternational}}
{{#disputes=aaa}}Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator. The place of arbitration shall be {{#venue=capital}}the capital of the jurisdiction whose laws govern this agreement{{/venue=capital}}{{#venue=biggest}}the largest city of the jurisdiction whose laws govern this agreement{{/venue=biggest}}{{#venue=vendor}}the city nearest the address the vendor gives with its signature{{/venue=vendor}}{{#venue=customer}}the city nearest the address the vendor gives with its signature{{/venue=customer}}.{{/disputes=aaa}}
Only the parties may enforce rights under this agreement.
Both sides agree to bring any lawsuits related to this agreement in courts in {{#venue=capital}}the capital of the jurisdiction whose laws govern this agreement{{/venue=capital}}{{#venue=biggest}}the largest city of the jurisdiction whose laws govern this agreement{{/venue=biggest}}{{#venue=vendor}}the city nearest the address the vendor gives with its signature{{/venue=vendor}}{{#venue=customer}}the city nearest the address the vendor gives with its signature{{/venue=customer}}. Both sides consent to the exclusive jurisdiction of those courts and waive any objection that they would be an inconvenient forum for a lawsuit. Both sides agree that the other side can enforce judgments from those courts in other jurisdictions.
Both sides intend the terms of this agreement, together with the order, as the final, complete, and only expression of their agreement about the software.
If a court decides that any part of this agreement is invalid or unenforceable for any reason, and that enforcing the rest of this agreement would not defeat the purpose of this agreement, then rest of this agreement will still apply.
Neither side will be liable for any failure or delay meeting any obligation under this agreement caused by:
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failure of the other side or its personnel to meet their obligations under this agreement
-
actions done or delayed at the written request of the other side
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fire, flood, earthquake, and other natural disasters
-
declared and undeclared wars, acts of terrorism, sabotage, riots, civil disorder, rebellions, and revolutions
-
extraordinary malfunction of Internet infrastructure, data centers, or communication utilities
-
government actions taken in response to any of these causes
Both sides may change or add to the terms of this agreement only by signing a written amendment.
Both sides will waive terms of this agreement, if at all, only in signed writing.
Neither side may assign any right under this agreement without the other side's signed, written permission. Neither side will unreasonably refuse permission. Any attempt to assign against the terms of this agreement will have no legal effect.
Neither side may delegate any performance under this agreement. Any attempt to delegate will have no legal effect.