EFFECTIVE DATE: [Date of User Agreement/Download]
PLEASE READ THIS OBJECTBOX TRIAL SOFTWARE LICENSE AGREEMENT (THIS "AGREEMENT") CAREFULLY. IT CONSTITUTES A LEGALLY BINDING AGREEMENT AND GOVERNS YOUR INDIVIDUAL USE OF OBJECTBOX'S TRIAL SOFTWARE. BY INSTALLING, DOWNLOADING, ACCESSING, OR USING THE TRIAL SOFTWARE, YOU ("YOU" OR "LICENSEE") ARE INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT INSTALL, DOWNLOAD, ACCESS, OR USE THE TRIAL SOFTWARE.
OBJECTBOX GMBH ("OBJECTBOX") RESERVES THE RIGHT TO AMEND THESE TERMS AT ANY TIME, WITH OR WITHOUT NOTICE TO YOU. YOU ARE ADVISED TO REVIEW THE TERMS PERIODICALLY. CONTINUED USE OF THE TRIAL SOFTWARE AFTER ANY SUCH CHANGES SHALL CONSTITUTE YOUR CONSENT TO SUCH CHANGES.
This Agreement is entered into by and between ObjectBox and You. This Agreement is effective upon the date on which You first install, download, access, or otherwise use the ObjectBox proprietary software provided to You for evaluation purposes under this Agreement (the "Trial Software") (the "Effective Date").
Subject to the terms and conditions of this Agreement, ObjectBox grants You a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license, for the Trial Period (as defined in Section 2.1), to install, access, and use the Trial Software in object code form, solely for Your internal, non-production, testing and evaluation purposes to determine whether to purchase a commercial license for ObjectBox software ("Evaluation Purpose"). This license is personal to You and may not be used for any commercial, productive, or external purposes.
ObjectBox may provide You with a download link or other means to access the Trial Software ("Download Link"). The Trial Software is deemed delivered and accepted by You upon Your first access to the Download Link or the Trial Software itself. You shall not share the Download Link with any third party.
As between ObjectBox and You, ObjectBox owns all rights, title, and interest in and to the Trial Software and any derivative works thereof, and except as expressly set forth in Section 1.1 above, no other license to the Trial Software is granted to You by implication, estoppel or otherwise. You agree not to, and not to permit any third party to:
(i) reverse engineer, decompile, attempt to translate or derive the source code from, decrypt, disassemble, or otherwise reduce any part of the Trial Software to human-readable form, except and only to the extent any such restriction is prohibited by applicable law;
(ii) prepare derivative works from, modify, copy, or use the Trial Software in any manner except as expressly permitted in this Agreement;
(iii) transfer, sell, rent, lease, distribute, sublicense, loan, or otherwise transfer any part of the Trial Software (including the Download Link or any source or object code relating to the Trial Software) in whole or in part to any third party;
(iv) use the Trial Software for providing time-sharing services, any software-as-a-service offering ("SaaS"), service bureau services, or as part of an application services provider or other service offering;
(v) circumvent any limitations on use of the Trial Software that are imposed or preserved by any Download Link or licensing mechanism;
(vi) alter or remove any trademarks, logos, copyright notices, or other proprietary notices contained anywhere in the Trial Software or Documentation;
(vii) deploy the Trial Software on or in connection with any third-party infrastructure as a service (including any ObjectBox-branded software as a service) except for the Evaluation Purpose on infrastructure You control; or
(viii) make available to any third party any analysis of the results of operation of the Trial Software, including benchmarking results, without the prior written consent of ObjectBox.
The Trial Software may contain or be provided with open source libraries, components, utilities, and other open source software (collectively, "Open Source Software"). 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.
You understand and agree that once deployed, and on a periodic basis, the Trial Software may provide metadata to ObjectBox about Your usage statistics and may associate that metadata with Your IP address or other identifiers. No other personal data or content from Your applications is intended to be collected by ObjectBox through this mechanism. This feature is integral to the Trial Software and may not be disabled.
This Agreement and the license granted hereunder shall commence on the Effective Date and shall continue for a period of thirty (30) days unless a different period is specified by ObjectBox at the time of providing the Trial Software (the "Trial Period"), unless earlier terminated as provided in Section 2.2. ObjectBox may, at its sole discretion, offer to extend the Trial Period.
ObjectBox may suspend or terminate Your access to and license to use any part of the Trial Software immediately and without notice if ObjectBox reasonably considers that You have breached, or are likely to breach, any term of this Agreement. This Agreement shall automatically terminate if You breach the scope of the license granted in Section 1.1 of this Agreement. ObjectBox also reserves the right to modify or terminate the trial program or Your access to the Trial Software at any time, with or without cause, and with or without notice.
Upon termination or expiration of this Agreement or the Trial Period for any reason, You shall immediately cease all use of the Trial Software and Documentation and destroy (and certify to ObjectBox in writing the fact of such destruction, if requested) all copies of the Trial Software and Documentation in Your possession or under Your control.
Sections 1.3, 1.4, 2.3, 2.4, 3, 4, 5, and 6 shall survive any termination or expiration of this Agreement.
THE TRIAL SOFTWARE AND ANY DOCUMENTATION ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, OBJECTBOX AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING OR RELATING TO THE TRIAL SOFTWARE OR DOCUMENTATION.
OBJECTBOX AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH RESPECT TO THE TRIAL SOFTWARE AND DOCUMENTATION, AND WITH RESPECT TO THE USE OF THE FOREGOING. FURTHER, OBJECTBOX DOES NOT WARRANT THE RESULTS OF USE OR THAT THE TRIAL SOFTWARE WILL BE ERROR-FREE, BUG-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE USE OF THE TRIAL SOFTWARE WILL BE UNINTERRUPTED, SECURE, OR AVAILABLE AT ALL TIMES. YOU ACKNOWLEDGE THAT THE TRIAL SOFTWARE IS A TRIAL VERSION AND MAY CONTAIN DEFECTS, ERRORS, AND BUGS, AND THAT ITS USE IS AT YOUR SOLE RISK.
THE TRIAL SOFTWARE IS NOT SPECIFICALLY DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN THE PLANNING, CONSTRUCTION, MAINTENANCE, CONTROL, OR DIRECT OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, CONTROL OR COMMUNICATION SYSTEMS, WEAPONS SYSTEMS, OR DIRECT LIFE SUPPORT SYSTEMS ("HIGH-RISK ACTIVITIES"). OBJECTBOX SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OBJECTBOX OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER ECONOMIC ADVANTAGE), HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE), EVEN IF OBJECTBOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE TRIAL SOFTWARE.
IN NO EVENT SHALL OBJECTBOX'S OR ITS LICENSORS' AGGREGATE, CUMULATIVE LIABILITY TO YOU UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEED ONE HUNDRED DOLLARS ($100.00 USD) OR THE MINIMUM AMOUNT PERMITTED BY LAW IF A GREATER LIMITATION IS NOT ENFORCEABLE.
YOU AGREE THAT THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS ARE A REASONABLE ALLOCATION OF THE RISK BETWEEN OBJECTBOX AND YOU AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
This Agreement constitutes the complete and exclusive statement of the agreement between You and ObjectBox with respect to the Trial Software and supersedes all prior or contemporaneous oral or written communications, proposals, representations, and agreements.
ObjectBox may modify this Agreement at any time as set forth in the preamble. No other modification by You shall be binding unless in writing and signed by an authorized representative of ObjectBox.
If any provision of this Agreement is held unenforceable, this Agreement will continue without said provision and be interpreted to reflect the original intent of the parties as nearly as possible in accordance with applicable law.
By using the Trial Software, You represent and warrant to ObjectBox that You are not located in, under the control of, or a national or resident of any country to which the United States or other applicable jurisdictions have embargoed goods. You agree that You will not export (or re-export) the Trial Software or any related technical data except in compliance with all applicable U.S. and foreign government export controls and approvals.
ObjectBox is under no obligation to provide any support, maintenance, updates, upgrades, or new releases for the Trial Software under this Agreement. Any such services, if provided, are at ObjectBox's sole discretion.
If You provide any suggestions, ideas, comments, or other feedback to ObjectBox regarding the Trial Software ("Feedback"), You acknowledge that such Feedback is non-confidential and You grant ObjectBox a worldwide, royalty-free, non-exclusive, perpetual, and irrevocable license to use, disclose, reproduce, modify, license, transfer, and otherwise distribute and exploit such Feedback in any manner, without any obligation or compensation to You.
Your use of the Trial Software does not obligate ObjectBox to make available a commercial version of the Trial Software or any features contained therein. ObjectBox may, in its sole discretion, discontinue development or distribution of the Trial Software at any time.
YOU ACKNOWLEDGE THAT THE TRIAL SOFTWARE IS FOR EVALUATION PURPOSES AND MAY NOT BE STABLE. YOU ARE SOLELY RESPONSIBLE FOR ANY DATA YOU USE WITH THE TRIAL SOFTWARE AND FOR BACKING UP YOUR DATA. OBJECTBOX SHALL HAVE NO LIABILITY FOR ANY LOSS, CORRUPTION, OR DESTRUCTION OF DATA ARISING FROM OR RELATED TO YOUR USE OF THE TRIAL SOFTWARE.
This Agreement will be governed by and construed in accordance with the laws of the Federal Republic of Germany, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (UNCISG) shall not apply. All disputes arising out of or relating to this Agreement will be submitted to the exclusive jurisdiction of a court of competent jurisdiction in Berlin, Germany, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.
The following terms have the meanings ascribed:
"Documentation" means any published end-user documentation, in any form, provided by ObjectBox generally with the Trial Software.
"Download Link" has the meaning set forth in Section 1.2.
"Evaluation Purpose" has the meaning set forth in Section 1.1.
"Feedback" has the meaning set forth in Section 5.6.
"Malicious Code" means any code that is designed to harm, or otherwise disrupt in any unauthorized manner, the operation of computer programs or computer systems or destroy or damage data.
"Marks and Notices" means all ObjectBox trademarks, trade names, logos, and notices present on the Trial Software or Documentation as originally provided by ObjectBox.
"ObjectBox" means ObjectBox GmbH.
"Open Source Software" has the meaning set forth in Section 1.3.
"Trial Period" has the meaning set forth in Section 2.1.
"Trial Software" means the ObjectBox proprietary software, including any updates or modifications thereto provided by ObjectBox during the Trial Period, licensed to You under this Agreement for the Evaluation Purpose.
"You" or "Licensee" means the individual accepting this Agreement and using the Trial Software.