THIS LICENSE APPLIES EXCLUSIVELY TO CENOTE BEHIND-THE-FIREWALL SOFTWARE THAT IS DOWNLOADED AND HOSTED BY YOU. ACCESS OR USE OF CENOTE CLOUD-BASED SERVICES IS GOVERNED BY A SEPARATE AGREEMENT.
BY INSTALLING OR USING ANY PART OF THE SOFTWARE, YOU AND THE ENTITY OR COMPANY THAT YOU REPRESENT ("YOU") ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS LICENSE AGREEMENT ("AGREEMENT"). IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU WILL NOT HAVE ANY RIGHT TO USE THE SOFTWARE. THE ACCEPTANCE BY CENOTE LABS, INC. (“CENOTE”) IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
- License. Subject to Your full compliance with all the terms and conditions of this Agreement, Cenote grants You a nontransferable, non-sublicensable, nonexclusive license to use the software, in object code form only, that You will receive through this download (the “Application”), the accompanying documentation, and any additional software that may be made available by Cenote from time to time for use with the Application (collectively “Software”) for Your internal business use only and only in accordance with the accompanying documentation. Any other use must be pre-approved by Cenote in writing. This Agreement allows You to run the Software only as received at the time of download, in a single installation of the Confluence, Jira or other host product (the "Host Product"), for the number of authorized users purchased. For purchases that are identified as a subscription to the Software, You are granted the right to use the Software only during the purchased subscription period. The Software may be used by You or by any third parties acting on Your behalf, including your employees or subcontractors (“End Users”), so long as You ensure that your End Users are also bound by the terms of this Agreement.
- Restrictions. You shall not, nor permit anyone else to, directly or indirectly: (i) copy, modify, or distribute the Software or license key (if any); (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Software (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); or (iii) rent, lease, or use the Software for timesharing or service bureau purposes. You shall maintain and not remove or obscure any proprietary notices on the Software, and shall reproduce such notices exactly on all permitted copies of the Software. As between the parties, Cenote shall own all title, ownership rights, and intellectual property rights in and to the Software, and any copies or portions thereof. You understand that Cenote or its licensors may modify or discontinue offering the Software at any time. This Agreement does not give You any rights not expressly and unambiguously granted herein.
- Intellectual Property; Content. As a condition to Your use of the Software, You represent, warrant and covenant that You will not use the Software: (i) to infringe the intellectual property or proprietary rights, or rights of publicity or privacy, of any third party; or (ii) to violate any applicable law, statute, ordinance or regulation. You acknowledge that all Content You access through use of the Software is accessed at Your own risk and You will be solely responsible for any damage or liability to any party resulting from such access.
- Support; Equipment. This Agreement entitles You to updates, patches, enhancements, fixes and email support (collectively, “Support”) for the specific term identified as part of your fully paid support contract for this version of the Software, provided that You comply with all the terms and conditions of this Agreement.
- Warranty Disclaimer. THE SOFTWARE IS PROVIDED “AS IS”. CENOTE MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND CENOTE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND DISCLAIMS ANY LEGAL OR STATUTORY WARRANTY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. FURTHER, CENOTE DOES NOT WARRANT RESULTS OF USE OR THAT THE SOFTWARE IS BUG FREE OR ERROR FREE OR THAT ITS USE WILL BE UNINTERRUPTED. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. ALL THE FOREGOING DISCLAIMERS ALSO APPLY IN FULL WITH RESPECT TO CENOTE'S LICENSORS, SUPPLIERS, DISTRIBUTORS, CONTRACTORS AND AGENTS. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
- Limitation of Remedies and Damages. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, CONTRACTUAL LIABILITY, EXTRA-CONTRACTUAL LIABILITY OR OTHERWISE, SHALL CENOTE BE LIABLE TO YOU OR ANY OTHER PERSON (I) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER OR (II) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL. CENOTE’S LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID BY YOU TO CENOTE, EXCEPT WHERE NOT PERMITTED BY APPLICABLE LAW, IN WHICH CASE CENOTE’S LIABILITY SHALL BE LIMITED TO THE MINIMUM AMOUNT PERMITTED BY SUCH APPLICABLE LAW. ALL THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF CENOTE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. ALL THE FOREGOING LIMITATIONS ALSO APPLY WITH RESPECT TO CENOTE’S SUPPLIERS, LICENSORS, DISTRIBUTORS, CONTRACTORS AND AGENTS. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
- Indemnity. You agree that Cenote and its licensors, distributors, contractors and agents shall have no liability whatsoever for any use You make of the Software. You shall indemnify and hold harmless Cenote and its licensors, suppliers, distributors, contractors and agents from any claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising from Your failure to comply with any term of this Agreement. To the maximum extent permitted by applicable law, You hereby release, and waive all claims against, Cenote and its licensors, suppliers, employees and agents from any and all liability for claims, damages (actual and consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising out of or in any way connected with Your use of the Software.
- Termination. This Agreement shall continue until terminated as set forth in this section. You may terminate this Agreement at any time. For purchases identified as perpetual licenses to the Software, this Agreement does not automatically terminate upon the expiration of your maintenance contract. For purchases identified as subscriptions to the Software, this Agreement and your right to use the Software shall automatically terminate upon the expiration of your subscription period. Your rights under this Agreement will also terminate automatically and irrevocably without notice from Cenote if You fail to comply with any term(s) of this Agreement, including any attempt to transfer a copy of the Software or Software license key (if any) to another party except as provided in this Agreement. Upon termination for any reason, the Agreement granted hereunder shall terminate and You shall immediately discontinue all use of the Software and destroy and remove from all computers, hard drives, networks and other storage media all copies of the Software, but the terms of this Agreement will otherwise remain in effect.
- Export Law Assurances. In connection with the Software, You agree to comply with all export laws and restrictions and regulations of the Department of Foreign Affairs and International Trade of Canada, the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other Canadian, United States or foreign agency or authority, and You agree not to export, or allow the export or re-export of the Software in violation of any such restrictions, laws or regulations. By using the Software, You agree to the foregoing and represent and warrant that You are not located in, under the control of, or a national or resident of any restricted country.
- No agency, partnership, joint venture, or employment is created as a result of this Agreement and You do not have any authority of any kind to bind Cenote in any respect whatsoever.
- The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
- If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
- This Agreement is not assignable, transferable or sublicensable by You except with Cenote’s prior written consent. Cenote may transfer, assign or delegate this Agreement and its rights and obligations without consent.
- You grant Cenote the right to include Your name, trademark, logo or similar identifying material ("Your Marks") in a listing of customers on Cenote’s website and in other promotional material in relation to the Software. Within thirty (30) days of Your written request (or immediately, if you make this request prior to or concurrently with Your initial purchase or evaluation of the Software), Cenote will remove Your Marks from its website customer list and will make no further use of Your Marks in any future material promoting the Software.
- This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec, Canada, and the laws of Canada applicable therein, as if made within the Province of Quebec between two residents thereof. You agree that all contracts and agreements between You and Cenote shall be written in the English language. Vous acceptez que tout contrat ou entente entre vous et Cenote soit rédigée en langue anglaise.
- Any dispute, difference, disagreement, controversy or claim arising out of, in connection with or relating to this Agreement, including any question regarding its existence, negotiation, interpretation, application, performance, validity, breach or termination shall be finally settled by a single arbitrator under the Quebec Code of Civil Procedure, Book VII (Arbitrations). The place of arbitration shall be Montreal, Quebec, Canada and the language of the arbitration shall be English. The arbitral tribunal may order any interim, provisional, injunctive or conservatory remedy it deems appropriate. The arbitral tribunal may award the costs of the arbitration, including the Parties’ reasonable legal fees, disbursements and expenses, its own fees, disbursements and expenses and any other reasonable fees, disbursements and expenses relating to the arbitration. The arbitral tribunal may also direct the payment of interest in respect of any award at such rate and from such date as it deems appropriate. The Parties undertake as a general principle to keep strictly confidential all information concerning the existence of the arbitration, all awards in the arbitration, all materials in the proceedings created or used for the purpose of the arbitration, and all materials and information produced during the arbitration and not in the public domain—save and to extent that disclosure may be required of a Party by legal duty, to protect or pursue a legal right or to enforce, set aside or apply for annulment of an award in bona fide legal proceedings before a competent court.
- Both parties agree that 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, communications and other understandings relating to the subject matter of this Agreement and, except as otherwise provided herein, that all modifications must be in writing.
- Trial Use Rights and Conversion. If the Software is a trial edition, then this Section applies to You. You may only use the trial Software for internal evaluation purposes. You may convert Your trial rights at any time to the full rights described in the rest of these license terms by purchasing a commercial license and obtaining a product key from Cenote or from an authorized Cenote reseller. Your rights to use the trial Software are limited to 30 days or such other trial period as is authorized by Cenote in the documentation accompanying the trial Software. Cenote may also, at its sole discretion, revoke Your trial rights of the Software at any time and without advance notice. After the expiration of the trial period, without conversion, the trial Software will stop running. During the trial period, Section 4 of this Agreement does not apply and Your license pursuant to Section 1 is modified by this Section 11. The remaining sections of this Agreement apply.
- Consent to Receive Electronic Communication. When You accept this Agreement during the process of evaluating or purchasing the software, You provide your consent to receive email from Cenote regarding its products and services, including information related to Your evaluation or purchase. If You wish to evaluate or purchase the software without providing this consent, You may do so by contacting Cenote before commencing the evaluation or purchase. Upon receipt and confirmation of Your request by Cenote, You will not receive emails from Cenote regarding the evaluation or purchase of the software.
- Language. It is the express wish of the Parties that this Agreement and all related documents, including notices and other communications, be drawn up in the English language only. Il est de la volonté expresse des Parties à cette entente que cette convention et tous les documents s’y rattachant, y compris les avis et toutes autres communications, soient rédigés et signés en anglais seulement.