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LICENSE
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LICENSE AGREEMENT
PLEASE CAREFULLY READ THE TERMS OF THIS LICENSE AGREEMENT ("AGREEMENT"). BY
INSTALLING, ACCESSING, DOWNLOADING AND/OR USING THE SOFTWARE (AS DEFINED BELOW),
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU OR THE COMPANY YOU REPRESENT ("YOU"
OR "LICENSEE") ARE ENTERING INTO A LEGAL AGREEMENT WITH UNSTOPPABLE DOMAINS INC.
(“COMPANY”). YOU HEREBY AGREE TO COMPLY WITH, AND BE LEGALLY BOUND BY, THE TERMS
AND CONDITIONS OF THIS AGREEMENT. YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS
UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL
SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT
PERMITTED UNDER APPLICABLE LAW. IF YOU DO NOT WISH TO BE BOUND BY THIS
AGREEMENT, PLEASE CEASE ALL USE OF THE SOFTWARE NOW AND PERMANENTLY DELETE YOUR
COPY OF THE SOFTWARE.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, COMPANY OR
OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH
ENTITY, ITS AFFILIATES AND ALL USERS WHO ACCESS THE SOFTWARE TO THIS AGREEMENT,
IN WHICH CASE THE TERMS "YOU" OR "LICENSEE" SHALL REFER TO SUCH ENTITY, ITS
AFFILIATES, EMPLOYEES AND USERS ASSOCIATED WITH IT. IF YOU DO NOT HAVE SUCH
AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MAY NOT ACCESS OR USE
THE SOFTWARE.
1. Definitions. For purposes of this Agreement, the following capitalized terms
shall have the following meanings: (i) "Feedback" means suggestions, comments
or feedback (whether provided orally or in writing) with respect to the
Software, and (ii) "Software" means the Company’s software in object or
source code version, any documentation and any updates and upgrades thereto
(to the extent delivered), as provided or made available by Company,
including, without limitation, as may be made available via a code repository
that provides access to Company software. For clarity, Software includes the
specific Company software or code that is found in a repository with this
License Agreement.
2. License. Subject to the terms and conditions of this Agreement, the Company
grants Licensee, a non-exclusive, non-sublicensable, non-transferable,
revocable license to use the Software solely for Licensee’s own internal
business purposes and solely to review and analyze the Software for security
and verification purposes.
3. Reservation of Rights; Use Restrictions. Other than the rights explicitly
granted in this Agreement, Licensee shall have no other rights, express or
implied, in the Software. Without limiting the generality of the foregoing,
Licensee agrees and covenants not to: (i) sell, lease, sublicense or
distribute the Software, or any part thereof; (ii) provide or release the
Software to any third party or allow a third party to access the Software;
(iii) modify, revise, or alter the Software or reverse engineer, decompile,
disassemble or otherwise reduce to human-perceivable form the Software's
source code; (iv) copy or allow copies of the Software to be made; (v)
remove, alter or obscure any proprietary notice or identification, including
copyright, trademark, patent or other notices, contained in or displayed on
or via the Software; (vi) use the Software to violate any applicable laws,
rules or regulations, or for any unlawful, harmful, irresponsible, or
inappropriate purpose, or in any manner that breaches this Agreement; (vii)
represent that it possesses any proprietary interest in the Software; and/or
(viii) assist, permit, request or otherwise facilitate any third party in
doing any of the actions set forth above in this Section.
4. Open Source Licenses. The Software may include certain open source code
software and materials ("Open Source Software") that are subject to their
respective open source licenses ("Open Source Licenses"). For example and
without limiting the forgoing, the Software may utilize certain open source
libraries. Such Open Source Licenses may contain a list of conditions or
requirements with respect to warranty, copyright policy and other provisions.
Licensee agrees to comply with the terms and conditions of the Open Source
Licenses. For clarity, any Open Source Software is provided on an "AS IS"
basis, without indemnity or warranty of any kind, whether express or implied.
5. Ownership. The Software (excluding any Open Source Software therein which are
owned by their respective licensors) and/or any copies thereof, including
without limitation any derivative works, updates or upgrades thereto, shall
remain Company's sole and exclusive property and the Company shall retain all
right, title and interest in and to, including all intellectual property
rights in, the Software. Nothing in this Agreement or the fact that Company
may make the Software available in a code repository shall constitute a
waiver of Company's intellectual property rights under any law, or be in any
way construed or interpreted as such.
6. Feedback. It is further agreed that to the extent Licensee provides Company
with Feedback, Licensee acknowledges that any and all rights, including
intellectual property rights, in such Feedback shall belong exclusively to
Company and Licensee hereby irrevocably and unconditionally transfers and
assigns to Company all intellectual property rights in such Feedback and
waives any and all moral rights that Licensee may have in respect thereto. It
is further understood that use of Feedback, if any, may be made by Company at
its sole discretion, and that Company in no way shall be obliged to make use
of any of the Feedback or part thereof.
7. Disclaimer. THE SOFTWARE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS
WITHOUT WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION,
REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR
INTENDED OR PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, THAT THE SOFTWARE
WILL MEET LICENSEE'S REQUIREMENTS OR EXPECTATIONS OR WILL ACHIEVE ANY
SPECIFIC RESULTS AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR
USAGE OF TRADE.
8. Indemnity. You agree that Company shall have no liability whatsoever for any
use made of the Software by You or any third party. You hereby agree to
defend, indemnify and hold harmless Company and its affiliates and their
respective officers, directors, agents and employees from any and all claims,
damages, liabilities, costs, and expenses (including attorney's fees) arising
from claims related to Your use of the Software as well as from Your failure
to comply with this Agreement.
9. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE FOR
ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR
ANY LOSS OF DATA, REVENUE, BUSINESS OR REPUTATION, THAT ARISES UNDER OR IN
CONNECTION WITH THIS AGREEMENT, OR THAT RESULTS FROM THE USE OF, OR THE
INABILITY TO USE, THE SOFTWARE. COMPANY'S TOTAL AGGREGATE LIABILITY FOR ANY
AND ALL DIRECT DAMAGES AND LOSSES THAT ARISE UNDER OR IN CONNECTION WITH THIS
AGREEMENT SHALL NOT IN ANY CIRCUMSTANCE EXCEED THE AMOUNT OF $100.00 (ONE
HUNDRED) UNITED STATES DOLLARS. THE FOREGOING LIMITATIONS AND EXCLUSIONS IN
THIS SECTION SHALL APPLY: (I) EVEN IF COMPANY HAS BEEN ADVISED OF THE
POSSIBILITY OF ANY DAMAGES OR LOSSES; (II) EVEN IF ANY REMEDY SET FORTH
HEREIN FAILS OF ITS ESSENTIAL PURPOSE; AND (III) REGARDLESS OF THE BASIS OR
THEORY OF LIABILITY. COMPANY SHALL HAVE NO LIABILITY OF ANY NATURE WHATSOEVER
FOR LICENSEE’S COMPLIANCE WITH OR BREACH OF ANY LICENSE OR TERMS AND
CONDITIONS OF ANY THIRD PARTIES (INCLUDING WITHOUT LIMITATION ANY OPEN SOURCE
LICENSES).
10. Confidential Information. For purposes of this Agreement, “Confidential
Information” means (i) the Software and all related materials and
intellectual property; and (ii) any confidential or proprietary information
of the Company which Licensee may access or be provided. Licensee will not
use or disclose any Confidential Information, except as necessary for the
exercise of its rights under this Agreement. Licensee will use all best
efforts to protect Confidential Information from unauthorized use or
disclosure, but in no event less than the efforts that it ordinarily uses
with respect to its own confidential information of similar importance.
Licensee will not disclose Confidential Information to any third party
except for any of its employees and contractors who need to know such
Confidential Information for the exercise of Licensee’s rights under this
Agreement; provided, that each such employee and contractor first is bound
by a written agreement that contains use and nondisclosure restrictions at
least as protective of the Confidential Information as those set forth in
this Agreement. Licensee shall provide prompt notice to Company of any
unauthorized use, disclosure or access to any Confidential Information.
11. Term and Termination. Licensee shall only use the Software as permitted
above and only for such period of time as necessary to undertake such
permitted uses. Company reserves the right to terminate Your right to use
the Software at any time and without notice. Upon termination or after the
completion of Your permitted use activities, You will: (i) cease any use of
the Software, and (ii) remove the Software from Your systems and computers
and destroy all copies of the Software in Your possession or under Your
control. The provisions of Sections 3 through 12 shall survive the
termination, expiration or other ending of this Agreement or Your use of the
Software.
12. Miscellaneous. This Agreement shall be governed by the laws of the State of
New York without giving effect to its principles of conflict of laws. The
parties hereby irrevocably and unconditionally submit to the jurisdiction of
state and federal courts in Las Vegas, Nevada. Licensee shall not assign
this Agreement, or assign or delegate any of its rights or obligations
pursuant to this Agreement without the prior written consent of Company.
Licensee may not remove or export from the United States or allow the export
or re-export of the Software, or anything related thereto, or any direct
product thereof in violation of any restrictions, laws or regulations of the
United States Department of Commerce, the United States Department of
Treasury Office of Foreign Assets Control, or any other United States or
foreign agency or authority. Licensee agrees that it will not issue any
public statements regarding the Software nor make any statements, written or
oral, which would be reasonably likely to disparage or damage Company.