Centrifugal Labs LTD license agreement​

PLEASE READ CAREFULLY. This Centrifugal Labs License Agreement (hereinafter referred to as "the Agreement") is a legally binding contract that regulates your use of all Centrifugal Labs software included with this Agreement (referred to as "Centrifugal Labs Software"), which is provided in object code format.

By installing or utilizing any of the Centrifugal Labs Software governed by this Agreement, such as Centrifugo PRO, you are affirming your acceptance of this Agreement's terms and conditions. If you do not consent to these terms and conditions, you are prohibited from installing or using the Centrifugal Labs Software.

Should you be installing or using the Centrifugal Labs Software on behalf of a legal entity, you hereby affirm that you possess the requisite authority to agree to this Agreement's terms and conditions on behalf of that entity.

Posted Date: December 23, 2023

This Agreement is established between Centrifugal Labs LTD and you, or the legal entity you represent or act on behalf of (referred to as "You").

1. OBJECT CODE END USER LICENSES, RESTRICTIONS AND THIRD PARTY OPEN SOURCE SOFTWARE

1.1 Object Code End User License. Subject to the terms and conditions of Section 1.2 of this Agreement, Centrifugal Labs hereby grants to You, AT NO CHARGE and for so long as you are not in breach of any provision of this Agreement, a License to the free features and functions of the Centrifugal Labs Software.

1.2 Reservation of Rights; Restrictions. As between Centrifugal Labs and You, Centrifugal Labs and its licensors own all right, title and interest in and to the Centrifugal Labs Software, and any related documentation or other intellectual property rights, and except as expressly set forth in Sections 1.1 of this Agreement, no other license to the Centrifugal Labs Software is granted to You under this Agreement, by implication, estoppel or otherwise. You agree not to: (i) reverse engineer or decompile, decrypt, disassemble or otherwise reduce any Centrifugal Labs Software provided to You in Object Code, or any portion thereof, to Source Code, except and only to the extent any such restriction is prohibited by applicable law, or otherwise build a competitive product or service, build a product or service using similar ideas, features, functions or graphics, or create any compilations or derivative works thereof, (ii) except as expressly permitted in Section 1.1 above, transfer, sell, rent, lease, distribute, sublicense, loan or otherwise transfer or commercially exploit or make available, Centrifugal Labs Software Object Code, in whole or in part, to any third party; (iii) use Centrifugal Labs Software Object Code for providing time-sharing services, any software-as-a-service, service bureau services or as part of an application services provider or other service offering (collectively, “SaaS Offering”) where obtaining access to the Centrifugal Labs Software or the features and functions of the Centrifugal Labs Software is a primary reason or substantial motivation for users of the SaaS Offering to access and/or use the SaaS Offering (“Prohibited SaaS Offering”); (iv) circumvent the limitations on use of Centrifugal Labs Software provided to You in Object Code format that are imposed or preserved by any License Key, (v) alter or remove any Marks and Notices in the Centrifugal Labs Software, or (vi) violate any of Centrifugal Labs’ posted policies regarding its Marks and Notices. If You have any question as to whether a specific SaaS Offering constitutes a Prohibited SaaS Offering, or are interested in obtaining Centrifugal Labs’s permission to engage in commercial or non-commercial distribution of the Centrifugal Labs Software, please contact at [email protected]

1.3 Third Party Open Source Software. The Centrifugal Labs Software may contain or be provided with third party open source libraries, components, utilities and other open source software (collectively, “Open Source Software”), which Open Source Software may have applicable license terms as identified on a website designated by Centrifugal Labs . Notwithstanding anything to the contrary herein, use of the Open Source Software shall be subject to the license terms and conditions applicable to such Open Source Software, to the extent required by the applicable licensor (which terms shall not restrict the license rights granted to You hereunder, but may contain additional rights). To the extent any condition of this Agreement conflicts with any license to the Open Source Software, the Open Source Software license will govern with respect to such Open Source Software only. Centrifugal Labs may also separately provide you with certain open source software that is licensed by Centrifugal Labs. Your use of such Centrifugal Labs open source software will not be governed by this Agreement, but by the applicable open source license terms.

2. TERMINATION

2.1 Termination. This Agreement will automatically terminate, whether or not You receive notice of such Termination from Centrifugal Labs, if You breach any of its provisions.

2.2 Post Termination. Upon any termination of this Agreement, for any reason, You shall promptly cease the use of the commercial Centrifugal Labs Software in Object Code format. For the avoidance of doubt, termination of this Agreement will not affect Your right to use Centrifugal Labs Software, in either Object Code or Source Code formats, made available under the Apache License version 2.0 .

2.3 Survival. Sections 1.2, 2.2. 2.3, 3, 4, 5, 6 and 7 shall survive any termination or expiration of this Agreement.

3. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

3.1 Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE CENTRIFUGAL LABS SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND CENTRIFUGAL LABS AND ITS LICENSORS MAKE NO WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE CENTRIFUGAL LABS SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CENTRIFUGAL LABS AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES OF REGULATORY COMPLIANCE, PERFORMANCE, ACCURACY, RELIABILITY, TITLE, AND NON-INFRINGEMENT. FURTHER, CENTRIFUGAL LABS DOES NOT WARRANT THAT THE CENTRIFUGAL LABS SOFTWARE WILL BE ERROR FREE OR UNINTERRUPTED.

3.2 Limitation of Liability. IN NO EVENT SHALL CENTRIFUGAL LABS OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF USE LOSS OF DATA, BUSINESS INTERRUPTION, COST OF SUBSTITUTE GOODS OR SERVICES, OR OTHER COMMERCIAL DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4. MISCELLANEOUS

This Agreement completely and exclusively states the entire agreement of the parties regarding the subject matter herein, and it supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter. This Agreement may be modified by Centrifugal Labs from time to time, and any such modifications will be effective upon the “Posted Date” set forth at the top of the modified Agreement. If any provision hereof is held unenforceable, this Agreement will continue without said provision and be interpreted to reflect the original intent of the parties. This Agreement and any non-contractual obligation arising out of or in connection with it, is governed exclusively by Cyprus law. All disputes arising out of or in connection with this Agreement, including its existence and validity, shall be resolved by the courts with jurisdiction in Cyprus. The parties hereby irrevocably waive any and all claims and defenses either might otherwise have in any such action or proceeding in any of such courts based upon any alleged lack of personal jurisdiction, improper venue, forum non conveniens or any similar claim or defense. A breach or threatened breach, by You of Section 1 may cause irreparable harm for which damages at law may not provide adequate relief, and therefore Grafana Labs shall be entitled to seek injunctive relief without being required to post a bond. You may not assign this Agreement (including by operation of law in connection with a merger or acquisition), in whole or in part to any third party without the prior written consent of Centrifugal Labs, which may be withheld or granted by Centrifugal Labs in its sole and absolute discretion. Any assignment in violation of the preceding sentence is void. Notices to Centrifugal Labs may also be sent to [email protected].

5. VERIFICATION

You will maintain accurate records of Your use of the Centrifugal Labs Software sufficient to show compliance with the terms of this Agreement. On reasonable notice, Centrifugal Labs may audit Your use of the Centrifugal Labs Software to confirm Your compliance with the terms of this Agreement, provided such audit does not unreasonably interfere with Your business activities. You will reasonably cooperate with Centrifugal Labs and/or any third party auditor, and will, without prejudice to other rights of Centrifugal Labs, address any non-compliance identified by the audit within thirty (30) days after such audit. Centrifugal Labs may also, at any time on request, require You to furnish Centrifugal Labs with information necessary to verify that Your use of the Centrifugal Labs Software is in compliance with the terms of this Agreement.

6. PROPER AND SECURE USE OF LICENSE KEYS

6.1 Secure Storage: You are responsible for maintaining the secure storage and confidentiality of your license keys for Centrifugal Labs Software. Under no circumstances should you share your license keys publicly or with unauthorized individuals.

6.2 Unauthorized Use: In case of any unauthorized use or suspected breach of the security of a license key, you are obliged to inform Centrifugal Labs immediately. Delay in reporting could lead to you being held responsible for the consequences of unauthorized use.

6.3 Updates and Changes: Changes to license keys, such as updates or renewals, should be managed securely and in accordance with Centrifugal Labs' guidelines and instructions.

6.4 Compliance: You must use the license keys in compliance with the terms and conditions outlined in this Agreement. Any misuse of license keys may result in the immediate termination of this Agreement and the revocation of your rights to use the Centrifugal Labs Software.

6.5 Responsibility: You are entirely responsible for all activities that occur under your license keys. Any harm or liability caused by the misuse of your license keys is solely your responsibility.

6.6 Backup: It is recommended to keep a secure backup of your license keys. Loss of license keys could result in the inability to access and use the Centrifugal Labs Software. Centrifugal Labs will not be responsible for any loss or damage arising from your failure to comply with these requirements.

6.7 Replacement: In case of loss or compromise of a license key, contact Centrifugal Labs immediately for a replacement. Please note that replacement might be subject to a fee.

6.8 Liability: Centrifugal Labs will not be held liable for any damages or losses resulting from the unauthorized or improper use of license keys.

7. DEFINITIONS

7.1 “Affiliate” means, with respect to a party, any entity that controls, is controlled by, or which is under common control with, such party, where “control” means ownership of at least fifty percent (50%) of the outstanding voting shares of the entity, or the contractual right to establish policy for, and manage the operations of, the entity.

7.2 “Centrifugal Labs Software” means all of the Centrifugal Labs LTD software with which this Agreement is included, including but not limited to the free features and functions of the Centrifugal Labs software.

7.3 “License” means a limited, non-exclusive, non-transferable, fully paid up, royalty free, right and license, without the right to grant or authorize sublicenses, solely for Your internal business operations to (i) install and use the applicable Features and Functions of the Centrifugal Labs Software in Object Code, and (ii) permit Contractors and Your Affiliates to use the Centrifugal Labs software as set forth in (i) above, provided that such use by Contractors must be solely for Your benefit and/or the benefit of Your Affiliates, and You shall be responsible for all acts and omissions of such Contractors and Affiliates in connection with their use of the Centrifugal Labs software that are contrary to the terms and conditions of this Agreement.

7.4 “License Key” means a sequence of bytes, including but not limited to a JSON blob, that is used to enable certain features and functions of the Centrifugal Labs Software.

7.5 “Marks and Notices” means all Centrifugal Labs trademarks, trade names, logos and notices, including those present on the documentation as provided by Centrifugal Labs.

7.6 “Object Code” means any form resulting from mechanical transformation or translation of Source Code form, including but not limited to compiled object code, generated documentation, and conversions to other media types.

7.7 “Source Code” means the preferred form of computer software for making modifications, including but not limited to software source code, documentation source, and configuration files.