PLEASE READ CAREFULLY: THIS CENTRIFUGAL LICENSE AGREEMENT (THIS “AGREEMENT”), WHICH CONSTITUTES A LEGALLY BINDING AGREEMENT AND GOVERNS ALL OF YOUR USE OF ALL OF THE CENTRIFUGAL SOFTWARE WITH WHICH THIS AGREEMENT IS INCLUDED (“CENTRIFUGAL SOFTWARE”) THAT IS PROVIDED IN OBJECT CODE FORMAT. BY INSTALLING OR USING ANY OF THE CENTRIFUGAL SOFTWARE GOVERNED BY THIS AGREEMENT, SUCH AS CENTRIFUGO PRO, YOU ARE ASSENTING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH SUCH TERMS AND CONDITIONS, YOU MAY NOT INSTALL OR USE THE CENTRIFUGAL SOFTWARE GOVERNED BY THIS AGREEMENT. IF YOU ARE INSTALLING OR USING THE CENTRIFUGAL SOFTWARE ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE ACTUAL AUTHORITY TO AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF SUCH ENTITY. Posted Date: Jun 17, 2021 This Agreement is entered into by and between Centrifugal and You, or the legal entity on behalf of whom You are acting (as applicable, “You”).
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 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 Centrifugo Pro software.
1.2 Reservation of Rights; Restrictions. As between Centrifugal and You, Centrifugal and its licensors own all right, title and interest in and to the Centrifugal 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 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 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 Software Object Code, in whole or in part, to any third party; (iii) use Centrifugal 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 Software or the features and functions of the Centrifugal 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 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 Software, or (vi) violate any of Centrifugal’ 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’s permission to engage in commercial or non-commercial distribution of the Centrifugal Software, please contact at email@example.com
1.3 Third Party Open Source Software. The Centrifugal 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 . 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 may also separately provide you with certain open source software that is licensed by Centrifugal . Your use of such Centrifugal open source software will not be governed by this Agreement, but by the applicable open source license terms.
TERMINATION 2.1 Termination. This Agreement will automatically terminate, whether or not You receive notice of such Termination from Centrifugal, 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 Software in Object Code format. For the avoidance of doubt, termination of this Agreement will not affect Your right to use Centrifugal 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, and 6 shall survive any termination or expiration of this Agreement.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY 3.1 Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE CENTRIFUGAL SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND CENTRIFUGAL AND ITS LICENSORS MAKE NO WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO THE CENTRIFUGAL SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CENTRIFUGAL 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 DOES NOT WARRANT THAT THE CENTRIFUGAL SOFTWARE WILL BE ERROR FREE OR UNINTERRUPTED.
3.2 Limitation of Liability. IN NO EVENT SHALL CENTRIFUGAL 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.
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 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 New York law. This Agreement shall not be governed by the 1980 UN Convention on Contracts for the International Sale of Goods. 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 New York City, USA, except where mandatory law provides for the courts at another location in The United States to have jurisdiction. 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 Centrifugal 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, which may be withheld or granted by Centrifugal in its sole and absolute discretion. Any assignment in violation of the preceding sentence is void. Notices to Centrifugal may also be sent to firstname.lastname@example.org.
VERIFICATION. You will maintain accurate records of Your use of the Centrifugal Software sufficient to show compliance with the terms of this Agreement. On reasonable notice, Centrifugal may audit Your use of the Centrifugal 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 and/or any third party auditor, and will, without prejudice to other rights of Centrifugal, address any non-compliance identified by the audit within thirty (30) days after such audit. Centrifugal may also, at any time on request, require You to furnish Centrifugal with information necessary to verify that Your use of the Centrifugal Software is in compliance with the terms of this Agreement.
DEFINITIONS The following terms have the meanings ascribed:
6.1 “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.
6.2 “Centrifugal Software” means all of the Centrifugal software with which this Agreement is included, including but not limited to the free features and functions of the Centrifugo Pro software.
6.3 “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 Software in Object Code, and (ii) permit Contractors and Your Affiliates to use the Centrifugal 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 software that are contrary to the terms and conditions of this Agreement.
6.4 “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 Software.
6.5 “Marks and Notices” means all Centrifugal trademarks, trade names, logos and notices, including those present on the documentation as provided by Centrifugal.
6.6 “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.
6.7 “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.