1. Software License.
1.1. Development Right to Use. If Company intends to or does use the ForgeRock Software only for the purpose(s) of developing, testing, prototyping and demonstrating its application software, then ForgeRock hereby grants Company a nonexclusive, nontransferable, limited license to use the ForgeRock Software only for those purposes, solely at Company's facilities and only in a non-production environment. ForgeRock may audit Company's use of the ForgeRock Software to confirm that a production license is not required upon reasonable written notice to Company. If Company intends to use the ForgeRock Software in a live environment, Company must purchase a production license and may only use the ForgeRock Software licensed thereunder in accordance with the terms and conditions of that subscription agreement.
1.2. Restrictions. Except as expressly set forth in this ForgeRock Software License Agreement (the "Agreement"), Company shall not, directly or indirectly: (a) sublicense, resell, rent, lease, distribute or otherwise transfer rights or usage in the ForgeRock Software, including without limitation to Company subsidiaries and affiliates; (b) remove or alter any copyright, trademark or proprietary notices in the ForgeRock Software; or (c) use the ForgeRock Software in any way that would subject the ForgeRock Software, in whole in or in part, to a Copyleft License. As used herein, "Copyleft License" means a software license that requires that information necessary for reproducing and modifying such software must be made available publicly to recipients of executable versions of such software (see, e.g., GNU General Public License and http://www.gnu.org/copyleft/).
2. Proprietary Rights.
2.1. ForgeRock Intellectual Property. Title to and ownership of all copies of the ForgeRock Software whether in machine-readable (source, object code or other format) or printed form, and all related technical know-how and all rights therein (including without limitation all intellectual property rights applicable thereto), belong to ForgeRock and its licensors and shall remain the exclusive property thereof. ForgeRock's name, logo, trade names and trademarks are owned exclusively by ForgeRock and no right is granted to Company to use any of the foregoing except as expressly permitted herein. All rights not expressly granted to Company are reserved by ForgeRock and its licensors.
2.2. Suggestions. Company hereby grants to ForgeRock a royalty-free, worldwide, transferable, sublicensable and irrevocable right and license to use, copy, modify and distribute, including by incorporating into any product or service owned by ForgeRock, any suggestions, enhancements, recommendations or other feedback provided by Company relating to any product or service owned or offered by ForgeRock.
2.3. Source Code. The source code underlying the ForgeRock Software is available at www.forgerock.org.
3. Term and Termination.
The terms of this Agreement shall commence on the Effective Date and shall continue in force unless earlier terminated in accordance this Section. This Agreement shall terminate without notice to Company in the event Company is in material breach of any of the terms and conditions of this Agreement. As used herein, "Effective Date" means the date on which Company first accepted this Agreement and downloads the ForgeRock Software.
4. Disclaimer of Warranties.
THE FORGEROCK SOFTWARE LICENSED HEREUNDER IS LICENSED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. FORGEROCK AND IT'S LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT.
5. General Indemnification.
Company shall defend, indemnify and hold ForgeRock harmless from and against any and all liabilities, damages, losses, costs and expenses (including but not limited to reasonable fees of attorneys and other professionals) payable to third parties based upon any claim arising out of or related to the use of Company's products, provided that ForgeRock: (a) promptly notifies Company of the claim; (b) provides Company with all reasonable information and assistance, at Company's expense, to defend or settle such a claim; and (c) grants Company authority and control of the defense or settlement of such claim. Company shall not settle any such claim, without ForgeRock's prior written consent, if such settlement would in any manner effect ForgeRock's rights in the ForgeRock Software or otherwise. ForgeRock reserves the right to retain counsel, at ForgeRock's expense, to participate in the defense and settlement of any such claim.
6. Limitation of Liability.
IN NO EVENT SHALL FORGEROCK BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ANY LOST PROFITS, REVENUE, OR DATA, INTERRUPTION OF BUSINESS OR FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND, AND WHETHER ARISING OUT OF BREACH OF WARRANTY, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT SHALL FORGEROCK'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED IN THE AGGREGATE $1,000 USD.
7.1. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without reference to its conflicts of law provisions.
7.2. Assignment. Company may not assign any of its rights or obligations under this Agreement without the prior written consent of ForgeRock, which consent shall not be unreasonably withheld. Any assignment not in conformity with this Section shall be null and void.
7.3. Waiver. A waiver on one occasion shall not be construed as a waiver of any right on any future occasion. No delay or omission by a party in exercising any of its rights hereunder shall operate as a waiver of such rights.
7.4. Compliance with Law. The ForgeRock Software is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Company agrees to comply with all laws and regulations of the United States and other countries ("Export Laws") to assure that neither the ForgeRock Software, nor any direct products thereof are; (a) exported, directly or indirectly, in violation of Export Laws, either to any countries that are subject to U.S. export restrictions or to any end user who has been prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government or (b) intended to be used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.
7.5. US Government Restrictions. Company acknowledges that the ForgeRock Software consists of "commercial computer software" and "commercial computer software documentation" as such terms are defined in the Code of Federal Regulations. No Government procurement regulations or contract clauses or provisions shall be deemed a part of any transaction between the parties unless its inclusion is required by law, or mutually agreed in writing by the parties in connection with a specific transaction. Use, duplication, reproduction, release, modification, disclosure or transfer of the ForgeRock Software is restricted in accordance with the terms of this Agreement.
7.6. Provision Severability. In the event that it is determined by a court of competent jurisdiction that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement shall remain in full force and effect and bind the parties according to its terms. To the extent any provision cannot be enforced in accordance with the stated intentions of the parties, such terms and conditions shall be deemed not to be a part of this Agreement.
7.7. Entire Agreement. This Agreement constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof and supersede any prior agreements between the parties with respect to such subject matter.