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CLOUDSOFT CORPORATION LIMITED

END USER LICENSE AGREEMENT

VERSION 1.0, NOVEMBER 2013

www.cloudsoftcorp.com/cloudsoft-developer-license/

BEFORE USING THE CLOUDSOFT CORPORATION ("CLOUDSOFT") SOFTWARE ("SOFTWARE"), ANY ASSOCIATED DOCUMENTATION ("DOCUMENTATION", TOGETHER WITH THE SOFTWARE, THE "PRODUCT") OR ANY OTHER MATERIALS OR THIRD PARTY SOFTWARE PROVIDED WITH THE SOFTWARE, READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT ("AGREEMENT") BETWEEN CLOUDSOFT AND THE INDIVIDUAL PERSON OR ENTITY ("LICENSEE") RECEIVING THE SOFTWARE TO WHICH THIS AGREEMENT IS ATTACHED, OR INTO WHICH THIS AGREEMENT IS EMBEDDED. BY USING THE PRODUCT OR ANY PART THEREO, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THAT YOU HAVE THE ABILITY TO BIND THE ENTITY RECEIVING THE PRODUCT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT INSTALL OR USE THE PRODUCT. NOTWITHSTANDING THE FOREGOING, IF LICENSEE HAS ENTERED INTO ANOTHER VALID AGREEMENT WITH CLOUDSOFT THAT COVERS THE PRODUCT (WHETHER OR NOT SUCH VALID AGREEMENT WAS PHYSICALLY EXECUTED BY LICENSEE, INCLUDING, WITHOUT LIMITATION ANY "CLICK-THROUGH" AGREEMENT OR ANY APPLICABLE TERMS AND CONDITIONS POSTED ON ANY CLOUDSOFT WEBSITE), THEN THE FOLLOWING LICENSE AGREEMENT TERMS ARE SUPERSEDED BY SUCH OTHER VALID AGREEMENT, AND DO NOT APPLY TO LICENSEE'S USE OF THE PRODUCT. IN ADDITION, THIS LICENSE AGREEMENT APPLIES ONLY TO THE PRODUCT AND DOES NOT APPLY TO ANY THIRD PARTY SOFTWARE, INCLUDING OPEN SOURCE COMPONENTS, AS MAY BE LISTED IN THE LICENSES DIRECTORY OR SPECIFIED IN THE DOCUMENTATION. SUCH THIRD PARTY SOFTWARE IS LICENSED UNDER THE TERMS OF THE APPLICABLE THIRD PARTY LICENSE AGREEMENT LISTED IN THE LICENSES DIRECTORY OR SPECIFIED IN THE DOCUMENTATION.

  1. License Grant. Subject to the terms and conditions of this Agreement, Cloudsoft agrees to grant, and does hereby grant to Licensee during the term of this Agreement, a limited, non-exclusive, non-transferable right and license, solely to the object code version of the Software, and to the Documentation and any other materials provided to Licensee by Cloudsoft hereunder ("Materials"), without the right to grant or authorize sublicenses or to further distribute the Product or Materials, to install the Software on computers owned or leased by Licensee and to use the Product and Materials solely for Licensee's internal business operations, development, evaluation, and educational purposes ("Permitted Uses"). The Product and Materials may not be used for any purpose other than for Permitted Uses, and may not be used by any other person or entity other than Licensee. Licensee may make up to two copies of the Product for backup and/or archival purposes.

  2. License Restrictions. Licensee agrees not to: (a) copy or use the Product in any manner except as expressly permitted in this Agreement; (b) transfer, sell, rent, lease, distribute, or sublicense the Product to any third party; (c) use the Product for providing time-sharing services, service bureau services or as part of an application services provider or as a service offering; (d) reverse engineer (except as permitted by applicable law), disassemble, decompile the Products; (e) alter modify, enhance or prepare any derivative work from, the Product; (f) alter or remove any proprietary notices in the Product; or (g) make available to any third party any analysis of the results of operation of the Product, including benchmarking results, without the prior written consent of Cloudsoft.

  3. Ownership. The Product and Materials are and shall remain the sole property of Cloudsoft and its licensors, and, except as expressly provided herein, Cloudsoft and its licensors retain all right, title and interest in and to the Product or Materials, including all intellectual property rights therein and thereto.

  4. Requirements of Licensee. Licensee may provide feedback regarding the Product including without limitation any functionality issues, and errors, flaws, failures, or faults in the Product (collectively, "Feedback") via an online Cloudsoft forum or other method. Licensee hereby grants to Cloudsoft a perpetual, irrevocable, worldwide, sublicensable, transferable, royalty-free, fully-paid, right and license to use and exploit in any manner and for any purpose all Feedback and related information.

  5. Confidential Information. The Product and Materials contain Confidential Information and trade secrets of Cloudsoft and its licensors. "Confidential Information" means all software code and information furnished by Cloudsoft in oral, written or machine-readable form, disclosed as a result of this Agreement, and that should reasonably have been understood by Licensee, because of legends or other markings, the circumstances of disclosure or the nature of the information itself, to be proprietary and confidential to Cloudsoft, a Cloudsoft affiliate or other third party. Licensee will use the same standard of care to prevent unauthorized access to or disclosure of the Confidential Information that Licensee uses to prevent the disclosure of its own similar confidential information, but in no event less than a reasonable standard of care. Licensee will disclose the Confidential Information only to its employees with a need to know for the purposes of this Agreement. The restrictions of this Agreement on use and disclosure of Confidential Information shall not apply to information that becomes publicly known through no fault of the Licensee or its personnel. All obligations regarding Confidential Information received prior to the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.

  6. Warranty Disclaimer. THE PRODUCT AND THE MATERIALS ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY OF DATA, SYSTEM INTEGRATION, COURSE OF PERFORMANCE AND FITNESS FOR A PARTICULAR PURPOSE. CLOUDSOFT DOES NOT GUARANTEE OR WARRANT THAT THE USE OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE.

  7. Limitation of Liability. IN NO EVENT WILL CLOUDSOFT BE LIABLE FOR ANY CLAIM BASED UPON A THIRD PARTY CLAIM, OR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE; OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, DELAYS, LOSS OF DATA, LOST PROFITS, LOST SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF CLOUDSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLOUDSOFT'S AGGREGATE AND CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STATUTE OR OTHERWISE WILL BE LIMITED TO DIRECT DAMAGES AND WILL NOT EXCEED ONE THOUSAND DOLLARS (US $1,000). THE ALLOCATIONS OF LIABILITY IN THIS SECTION 7 REPRESENT THE AGREED AND BARGAINED FOR UNDERSTANDING OF THE PARTIES, AND THE COMPENSATION OF CLOUDSOFT FOR THE SERVICES PROVIDED HEREUNDER REFLECTS SUCH ALLOCATIONS. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS ARE AN ALLOCATION OF THE RISK BETWEEN THE PARTIES AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.

  8. Term and Termination. The term of this Agreement will begin on the earlier of the date this Agreement is accepted by Licensee or Licensee's first use of the Product and end on the date this Agreement is terminated by either party. This Agreement may be terminated at any time by either party upon written notice to the other party. Upon termination or expiration of this Agreement, Licensee will use reasonable efforts to deinstall and destroy the Product or return the Product and Materials to Cloudsoft. Termination will not affect any claim, liability or right arising prior to termination. All rights and obligations granted under Sections 2, 3, 5, 6, 7, 8, 9 and 10 of this Agreement will survive the expiration or termination of this Agreement.

  9. Government Rights. The Products under this Agreement are "commercial computer Products" as that term is described in DFAR 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer Products and/or commercial computer Products documentation subject to the terms and this Agreement as specified in 48C.F.R. 12.212 (Computer Products) and 12.11 (Technical Data) of the Federal Acquisition Regulations ("FAR") and its successors. If acquired by or on behalf of any agency within the Department of Defense ("DOD"), the U.S. Government acquires this commercial computer Products and/or commercial computer Products documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202 of the DOD FAR Supplement and its successors. Licensee will not export the Products in violation of the export laws of the United States or of any other country.

  10. General. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by Licensee to place orders or otherwise effect transactions hereunder, which such terms are hereby rejected. This Agreement supersedes all prior or contemporaneous discussions, proposals and agreements between the parties relating to the subject matter hereof, provided that if Licensee has entered into or later enters into another valid agreement with Cloudsoft regarding the Product (whether or not such other valid agreement was physically executed by Licensee, including without limitation any "click-through" agreement or any applicable terms and conditions posted on any Cloudsoft website), then such other agreement shall supersede this Agreement. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by either party may be implied from any actions or failures to enforce rights under this Agreement. Neither party will be liable to the other for any delay or failure to perform due to causes beyond its reasonable control (excluding payment of monies due). Unless otherwise specifically stated, the terms of this Agreement are intended to be and are solely for the benefit of Cloudsoft and Licensee and do not create any right in favor of any third party. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California without reference to its conflict of laws principles. All disputes arising out of or relating to this Agreement will be submitted to the non-exclusive jurisdiction of a court of competent jurisdiction located in the Northern District of California or a state court located in San Francisco, California, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue. All notices must be in writing and will be effective three (3) days after the date sent.