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LICENSE.txt
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LICENSE.txt
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The software available for download here is made available to you pursuant to
this Commercial Free License Agreement ("Agreement") by and between MuleSoft,
Inc. ("MuleSoft") and the party ("User") that accepts these terms by
downloading and using the MuleSoft proprietary software code and related
documentation MuleSoft may make available at no additional cost (the "Free
Software"). This Agreement shall govern User's initial download of the
applicable Free Software, as well as any future updates to such Free Software
that MuleSoft may deliver.
1. License Grant; Restrictions. Subject to the terms of this Agreement,
MuleSoft grants to User a royalty-free, non-transferable, non-sublicensable,
non-exclusive, and (absent a breach) perpetual license to use the Free
Software for User's own internal business operations. In the exercise of this
license, User shall not (and shall not allow any third party or Affiliate to)
remove any copyright or other proprietary notices contained in the Free
Software. User shall defend MuleSoft against any third party claim that any
modification or derivative work made by User to the Free Software infringes
such third party's patent or copyright (but only to the extent that such
alleged infringement would not have existed but for such modification or the
creation of such derivative work), and indemnify MuleSoft from the resulting
costs and damages awarded against MuleSoft; provided that MuleSoft notifies
User promptly in writing of such claim, grants User sole control over the
defense and settlement thereof, and reasonably cooperates with User's request
for assistance.
2. Ownership. Except for the limited license granted in Section 1, MuleSoft
and its suppliers have and will retain all right, title and interest in and to
the Free Software (including, without limitation, all patent, copyright, trade
secret and other intellectual property rights) and all copies, modifications
and derivative works thereof created by MuleSoft.
3. Term of Agreement; Termination; Survival. This Agreement is effective as
of the date of User's acceptance as described above and shall be perpetual,
provided that MuleSoft may terminate this Agreement if User fails to cure any
material breach within thirty (30) days after written notice of such breach.
Termination is not an exclusive remedy. Upon termination, User shall cease
using the Free Software. Sections 2-6 and the negative covenant in Section 1
shall survive termination.
4. WARRANTY DISCLAIMER. THE FREE SOFTWARE AND ALL RELATED documentation, IF
ANY, ARE AND WILL BE PROVIDED "AS IS" WITHOUT EXPRESS OR IMPLIED WARRANTY OF
ANY KIND. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MULESOFT DOES NOT
WARRANT THAT THE FREE SOFTWARE WILL OPERATE UNINTERRUPTED OR THAT IT WILL BE
FREE FROM DEFECTS OR THAT IT IS DESIGNED TO MEET User'S BUSINESS REQUIREMENTS,
AND MULESOFT OFFERS NO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS
FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
5. Limitation of Remedies and Damages. MULESOFT SHALL NOT BE LIABLE FOR ANY
DIRECT OR INDIRECT DAMAGES OF ANY KIND ARISING UNDER OR RELATED TO THIS
AGREEMENT. THE CATEGORIES OF PRECLUDED DAMAGES INCLUDE WITHOUT LIMITATION
LOST DATA, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE
FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN
ADVANCE. The allocation of risk under this Section 5 is a material inducement
to MuleSoft's entering into this Agreement.
6. General.
6.1 Severability. If any provision of this Agreement is adjudged by any court
of competent jurisdiction to be unenforceable or invalid, that provision shall
be limited to the minimum extent necessary so that this Agreement shall
otherwise remain in effect.
6.2 Governing Law; Jurisdiction and Venue. This Agreement shall be governed by
the laws of the State of California and the U.S. without regard to conflicts
of laws provisions. The jurisdiction and venue for actions related to this
Agreement shall be the state and federal courts in San Francisco, California,
and the parties irrevocably consent to the same.
6.3 Entire Agreement. This Agreement is the complete and exclusive statement
of the mutual understanding of the parties and supersedes and cancels all
previous written and oral agreements and communications relating to its
subject matter. No modification or amendment of this Agreement shall be
binding, unless executed in writing by an authorized representative of each
party to this Agreement. No waiver will be implied from conduct or failure to
enforce or exercise rights under this Agreement, nor will any waiver be
effective unless in a writing signed by a duly authorized representative on
behalf of the party claimed to have waived
6.4 Audit Rights. User will maintain accurate records as to its use of the
Free Software as authorized by this Agreement during the term hereof and for
at least two (2) years from the termination of this Agreement. MuleSoft, or
persons designated by MuleSoft, will, at any time during the period when User
is obliged to maintain such records, be entitled to audit such records and to
ascertain completeness and accuracy, in order to verify that the Free Software
is being used by User in accordance with the terms of this Agreement. Any
such audit will be performed at MuleSoft's expense, provided, however, that
User shall promptly reimburse MuleSoft for the cost of such audit and any
applicable fees if such audit reveals a breach of this Agreement.
6.5 Government End-Users. The Free Software is deemed to be "commercial
computer software" and "commercial computer software documentation",
respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as
applicable. Any use, modification, reproduction, release, performing,
displaying or disclosing of the Free Software by the U.S. Government shall be
governed solely by the terms of this Agreement. This product was developed at
private expense. All other use is prohibited.
6.6 Export Compliance. User may not export or re-export the Free Software
except in compliance with the United States Export Administration Act and the
related rules and regulations and similar non-U.S. government restrictions, if
applicable. User acknowledges that the Free Software is subject to export
restrictions by the U.S. government and import restrictions by certain foreign
governments. User shall not and shall not allow any third-party to remove or
export from the United States or allow the export or re-export of any part of
the Free Software or any direct product thereof: (i) into (or to a national or
resident of) any embargoed or terrorist-supporting country; (ii) to anyone on
the U.S. Commerce Department's Table of Denial Orders or U.S. Treasury
Department's list of Specially Designated Nationals; (iii) to any country to
which such export or re-export is restricted or prohibited, or as to which the
United States government or any agency thereof requires an export license or
other governmental approval at the time of export or re-export without first
obtaining such license or approval; or (iv) otherwise violate any export or
import restrictions, laws or regulations of any U.S. or foreign authority.
User agrees to the foregoing and warrants that it is not located in, under the
control of, or a national or resident of any such prohibited country or on any
such prohibited party list and the Free Software is not being used for the
design or development of nuclear, chemical, or biological weapons or missile
technology, or for terrorist activity.