End User License Agreement
DATOMIC CLOUD END USER LICENSE AGREEMENT
NOTICE
Please read this document carefully before proceeding. This is a legal agreement between you (either an individual or a single legal entity) and Cognitect, Inc., a Delaware corporation (“Cognitect”) and governs your use of Cognitect’s Datomic Cloud software made available through the Amazon Web Services (AWS) Marketplace. By clicking on the “I Accept” button or accessing or using the software, you are agreeing to the terms of this end user license agreement (“EULA”). If you are entering into this EULA on behalf of an entity (such as your employer), then you represent and warrant that you have the authority to bind that entity.
DEFINITIONS
“Datomic Cloud Software” means the Datomic Cloud software and all electronic documentation made available by Cognitect with such software.
LICENSE
Subject to the terms and conditions of this EULA, and provided that you pay the hourly charges listed on the AWS Marketplace page for the use of the Datomic Cloud Software, Cognitect grants you a limited, non-exclusive, non-transferable license to use the Datomic Cloud Software solely as set forth below.
You may:
(a) use the instance(s) of the Datomic Cloud Software that you have subscribed to through the AWS Marketplace, only on your authorized AWS account, for your internal business purposes, during the term of the subscription, and
(b) reproduce the Datomic Cloud Software documentation, provided that any such reproductions include all copyright and trademark notices.
You may not, and you agree that you will not and will not permit others to:
(a) reproduce the Datomic Cloud Software except as expressly permitted above with respect to the documentation,
(b) alter, adapt, modify, create derivative works of or translate the Datomic Cloud Software in any way for any purpose, including without limitation error correction,
(c) reverse engineer, decompile, disassemble or otherwise attempt (i) to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Datomic Cloud Software, including without limitation any such mechanism used to restrict or control the functionality of the Datomic Cloud Software, or (ii) to derive the source code or the underlying ideas, algorithms, structure or organization from the software from the Datomic Cloud Software (except that the foregoing prohibition does not apply to the extent that such activities may not be prohibited under applicable law),
(d) sell, resell, transfer, distribute, rent or otherwise allow access to the Datomic Cloud Software or any part thereof,
(e) introduce into the Datomic Cloud Software hosting systems any viruses, works, Trojan horses, time bombs, trap doors or other harmful code,
(f) use the Datomic Cloud Software for any illegal purpose or in connection with any data or content that is illegal or otherwise infringes or violates the rights of any third parties, or
(g) export or re-export, directly or indirectly, the Datomic Cloud Software into any country prohibited by the United States Export Administration Act and the regulations thereunder.
This license is not a sale. Title, copyrights and all other rights to the Datomic Cloud Software remain with Cognitect.
PROPRIETARY RIGHTS
Cognitect reserves all rights not expressly granted herein. Without limiting the foregoing, no rights are granted to access or use the Datomic Cloud Software in order to build a competitive product or service. Cognitect or its licensors retain all right, title, and interest in and to the Datomic Cloud Software and in all patents, copyrights, trade secrets, trademarks, and other intellectual property and proprietary rights therein and thereto, including any registrations, applications, renewals, and extensions of such rights. Your use of certain embedded third party software may be subject to additional terms which are set forth in the Datomic Cloud Software documentation or provided to you during the registration process.
SUPPORT
Cognitect will use commercially reasonable efforts to provide technical support and maintenance services for the Datomic Cloud Software in accordance with its then current practices, which are set forth at Support.
TERMINATION
This license will continue for the applicable subscription period, or until otherwise terminated. Unauthorized use of the Datomic Cloud Software or any failure to comply with any provision of this EULA (including failure to pay) will result in automatic termination of this EULA and will make available to Cognitect other legal remedies. . Upon termination of this EULA for any reason, you will erase or destroy all copies of the Datomic Cloud Software, or part thereof, in your possession, if any. Any use of the Datomic Cloud Software after termination is unlawful.
DISCLAIMER OF WARRANTIES
TO THE MAXIMIM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT COGNITECT HAS MADE AND YOU RECEIVE NO EXPRESS WARRANTIES REGARDING THE DATOMIC CLOUD SOFTWARE AND THAT THE DATOMIC CLOUD SOFTWARE IS BEING PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND. COGNITECT AND ITS LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE DATOMIC CLOUD SOFTWARE, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NONINFRINGEMENT OR THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION, OR ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.
IT IS YOUR RESPONSIBILITY TO BACK UP ANY DATA OR CONTENT. YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, SECURITY, MAINTENANCE AND STORAGE OF YOUR DATA AND CONTENT.
LIMITATION OF LIABILITY
TO THE MAXIMIM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COGNITECT OR ITS LICENSORS BE LIABLE FOR LOSS OF DATA, LOSS OF USE, LOST PROFITS, INTERRUPTION OF BUSINESS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING FROM THE USE OF THE DATOMIC CLOUD SOFTWARE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS LIMITATION WILL APPLY EVEN IF COGNITECT OR ITS LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COGNITECT’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS EULA EXCEED THE GREATER OF USD$100 OR THE FEES PAID BY YOU FOR THE DATOMIC CLOUD SOFTWARE.
INDEMNITY
You agree to indemnify and hold Cognitect harmless from and against all costs, losses, liabilities and expenses arising out of or related to your breach of this EULA or of the terms of your agreement with AWS.
LANGUAGE
The parties hereto confirm that it is their wish that this EULA, as well as other documents relating hereto, have been and shall be written in the English language only.
Les parties aux présentes confirment leur volonté que cette convention de même que tous les documents y compris tout avis qui s’y rattache, soient rédigés en langue anglaise.
MISCELLANEOUS
This EULA shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods; rather, this EULA shall be governed by the laws of the State of Delaware, without reference to conflicts of laws principles. Any legal action or proceeding arising under this EULA will be brought exclusively in the federal or state courts located in the State of Delaware, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. This EULA is the entire agreement between Cognitect and you with respect to the subject matter hereof and supersedes any other communications, representations or advertising with respect to the Datomic Cloud Software. If any provision of this EULA is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of the EULA shall continue in full force and effect. No waiver of any right will be effective unless in writing and no waiver of any right will be deemed to constitute a waiver of any other right. You may not assign this EULA or any of your rights or obligations under this EULA without Cognitect’s prior written consent. Cognitect may assign this EULA or its rights or obligations under this EULA without notice or consent to an entity that succeeds to all or substantially all of Cognitect’s business or assets.
If you are acquiring the Datomic Cloud Software on behalf of any part of the U.S. Government, the following provisions apply. The Datomic Cloud Software programs and documentation are deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR 12.212(b), as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Datomic Cloud Software programs and/or documentation by the U.S. Government or any of its agencies shall be governed solely by the terms of this EULA and shall be prohibited except to the extent expressly permitted by the terms of this EULA. Any technical data provided that is not covered by the above provisions is deemed to be “technical datacommercial items” pursuant to DFAR Section 227.7015(a). Any use, modification, reproduction, release, performance, display or disclosure of such technical data shall be governed by the terms of DFAR Section 227.7015(b).
CONTACTS
You may contact Cognitect at info@cognitect.com. Cognitect may provide you with notice by e-mail to the address we have on file for you.
Cognitect, Datomic, and Datomic Cloud are trademarks of Cognitect, Inc.
