RhodeCode Community Edition (“RhodeCode CE”) is licensed under the terms of GNU Affero General Public License ("GNU AGPL") Full license text can be found here.
SOFTWARE LICENSE TERMS
Grant of License and Restrictions. Subject to the terms hereof, payment of all fees, and any applicable user/use limitations, either RhodeCode, Inc. or RhodeCode, GmbH (as specified in the Order Form) ("RhodeCode") grants Licensee a personal, nonsublicensable, nonexclusive, right to use the licensed product in object code form only ("Product") only in accordance with RhodeCode's applicable user documentation and price list. RhodeCode retains ownership of all copies and Licensee will maintain the copyright notice and any other notices that appear on the Product on any copies and any media. Licensee will not (and will not allow any third party to) (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of any Product (except to the extent that applicable law prohibits reverse engineering restrictions), (ii) provide, lease, lend, disclose, use for timesharing or service bureau purposes, or otherwise use or allow others to use for the benefit of any third party, any Product (except as expressly and specifically authorized by RhodeCode), (iii) possess or use any Product, or allow the transfer, transmission, export, or re-export of any Product or portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, U.S. Treasury Department's Office of Foreign Assets Control, or any other government agency, or (v) modify any Product. Prior to disposing of any media or apparatus containing any part of the Product, Licensee shall completely destroy any Product contained therein. All the limitations and restrictions on Products in this Agreement also apply to documentation. LICENSEE ACKNOWLEDGES THAT THE PRODUCT MAY INCLUDE FEATURES TO PREVENT USE AFTER THE APPLICABLE LICENSE PERIOD AND/OR USE INCONSISTENT HEREWITH. Licensee acknowledges that Product may be distributed alongside or contain or use certain third party software including software components provided under an open source license ("Third Party Software"). THIRD PARTY SOFTWARE IS SUBJECT TO AND GOVERNED BY (AND LICENSEE AGREES TO, AND WILL INDEMNIFY RHODECODE FOR NONCOMPLIANCE WITH) THE RESPECTIVE LICENSES FOR THE THIRD PARTY SOFTWARE AVAILABLE AT APPENDIX.
Support and Maintenance. During the license period, RhodeCode will use reasonable commercial efforts to provide the support and maintenance services for that Product as and to the extent described in RhodeCode's then applicable standard Support and Maintenance Terms (the current version of which can be found on RhodeCode's web site ("Support Services").
Fees and Payment. Within thirty days after first receipt of the Product or the date(s) otherwise expressly agreed by RhodeCode, Licensee shall pay RhodeCode's then current applicable license/subscription fees for any authorized copies or uses of the Product or such other fees as have been expressly agreed to by RhodeCode ("License Fees"). License Fees for renewal terms for annual subscriptions will also be paid annually in advance. At the same time as payment of the initial License Fees, and annually in advance thereafter (and except to the extent included in License Fees for annual subscriptions), Licensee shall also pay any applicable fees for Support Services or such other support and maintenance fees as have been expressly agreed to by RhodeCode at RhodeCode's then current rates for such services ("Annual Support Services Fees"). In addition, without limiting RhodeCode's remedies, if Licensee makes or uses copies, or has users/uses, that are not authorized hereunder, it will so report to RhodeCode and will pay additional license and maintenance and support fees equal to RhodeCode's then current standard fees for the license and maintenance and support of such extra copies and users/uses (from time to time upon request, RhodeCode will be entitled to audit or have audited all systems and records relevant to assure compliance with the foregoing; any audit showing noncompliance will be at Licensee's expense). All payments shall be made in U.S. dollars if Licensee licenses the Product from RhodeCode, Inc. or Euros if Licensee licenses the Product from RhodeCode, GmbH. Any payments more than thirty (30) days overdue will bear a late payment fee of 1.5% per month, or, if lower, the maximum rate allowed by law. In addition, Licensee will pay all taxes, shipping, duties, withholdings, backup withholding and the like; when RhodeCode has the legal obligation to pay or collect such taxes, the appropriate amount shall paid by Licensee directly to RhodeCode.
Termination; Breach. All licenses will terminate thirty days (ten in the case of non-payment and immediately in the case of a breach of Section 1) after notice of any breach by Licensee remaining uncured at the end of such notice period. A license will also terminate upon the expiration of any applicable license period specified for the applicable Product on the RhodeCode price list or such other license period as have been expressly agreed to by RhodeCode, subject to annual renewal (upon mutual written agreement each year) in the case of an annual subscription license. In the event that the Product is subject to a court-approved claim that it infringes a third party's patent rights, RhodeCode may, in its sole discretion, terminate the Agreement and refund to Licensee a pro rata portion of the License Fees and Annual Support Services Fees already paid to RhodeCode. Upon any termination, Licensee shall immediately cease all use of all affected Products and return or destroy all copies of all affected Products and all portions thereof and so certify to RhodeCode. Except as otherwise expressly provided herein, the terms hereof shall survive any termination. Termination is not an exclusive remedy and all other remedies will be available whether or not termination occurs. THE PRODUCT MAY CONTAIN DISABLING CODE THAT WILL MAKE THE PRODUCT (AND RELATED DATA) UNUSABLE UPON TERMINATION OF THE LICENSE.
Indemnification. RhodeCode shall hold Licensee harmless from liability to third parties resulting from infringement by a Product of any patent validly issued in the United States and/or any European Union country and issued sixty (60) days or more before delivery of such Product or any copyright or misappropriation of any trade secret, provided RhodeCode is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; RhodeCode will not be responsible for any settlement it does not approve. The foregoing obligations do not apply with respect to a Product or portions or components thereof (i) not created by RhodeCode, (ii) that are modified after delivery by RhodeCode, (iii) combined with other products, processes or materials where the alleged infringement relates to such combination, (iv) where Licensee continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (v) where Licensee's use of such Product is not strictly in accordance herewith.
Limited Warranty and Disclaimer. RhodeCode warrants for a period of thirty (30) days from delivery of a Product that such Product will materially conform to RhodeCode's then current user documentation for such Product. This warranty covers only problems reported to RhodeCode during the warranty period. ANY LIABILITY OF RHODECODE WITH RESPECT TO A PRODUCT OR THE PERFORMANCE THEREOF UNDER ANY WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY WILL BE LIMITED EXCLUSIVELY TO PRODUCT REPLACEMENT OR, IF REPLACEMENT IS INADEQUATE AS A REMEDY OR, IN RHODECODE'S OPINION, IMPRACTICAL, TO REFUND OF AN APPROPRIATE PORTION THE REMAINING UNAMORTIZED LICENSE FEE PAID BY LICENSEE. EXCEPT FOR THE FOREGOING WARRANTY BY RHODECODE, ALL PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND FROM ANYONE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. FURTHER, RHODECODE DOES NOT WARRANT RESULTS OF USE OR THAT THE PRODUCTS ARE BUG FREE OR THAT THE PRODUCT'S USE WILL BE UNINTERRUPTED.
Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE HEREIN OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, NEITHER RHODECODE NOR ANY LICENSOR SHALL BE LIABLE OR OBLIGATED WITH RESPECT TO THE SUBJECT MATTER HEREOF OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE GREATER OF (A) $100 OR (B) THE FEES PAID TO IT HEREUNDER WITH RESPECT TO THE APPLICABLE PRODUCT DURING THE TWELVE MONTH PERIOD PRIOR TO THE CAUSE OF ACTION; (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; (III) FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES; (IV) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA; OR (V)FOR ANY MATTER BEYOND ITS REASONABLE CONTROL. THE PRODUCT IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE WHERE THE FAILURE OF THE PRODUCT COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SIGNIFICANT PHYSICAL OR ENVIRONMENTAL DAMAGE ("HIGH RISK ACTIVITIES"). USE OF THE PRODUCT IN HIGH RISK ACTIVITIES IS NOT AUTHORIZED. THE PARTIES AGREE THAT THIS SECTION 7 REPRESENTS A REASONABLE ALLOCATION OF RISK AND THAT LICENSOR WOULD NOT PROCEED IN THE ABSENCE OF SUCH ALLOCATION.
Embedded Reporting / Compliance Routine; Data Access and Use. Licensee acknowledges that Products may contain reporting routines that will identify and analyze certain aspects of use and performance of Products and/or the systems on which they are installed, as well as the operator and operating environment (including problems and issues that arise in connection therewith). RhodeCode may request Licensee to send such reports and information to RhodeCode for diagnostic or billing purposes. Provided it does not identify Licensee, RhodeCode will be free to use for development, diagnostic and corrective purposes any data and information it so collects relating to diagnosis, problems, systems, performance, use or functionality, and may allow others to do so.
Professional Services. RhodeCode may provide consulting, training or other professional services for Licensee, as agreed upon in a separate order form. Upon payment of any applicable professional services fees and related expenses, specified in the applicable order form, RhodeCode agrees to use reasonable commercial efforts to provide agreed upon professional services. If RhodeCode cannot complete the professional services within the estimated hours, or if the RhodeCode provides additional professional services, Licensee will pay RhodeCode at its then-current hourly rates for consultation. RhodeCode retains ownership of all results of professional services.
Miscellaneous. Neither this arrangement nor the licenses granted hereunder are assignable or transferable (and any attempt to do so shall be void); provided that either party may assign and transfer the foregoing to a successor to substantially all of RhodeCode's Product business or assets or Licensee's business for which Products are licensed (but if the authorized copies or users are not limited, the assignee is not licensed to expand use beyond Licensee's bona fide pre-assignment use plus reasonably expected growth assuming the assignment and related transactions had not occurred). The provisions hereof are for the benefit of the parties only and not for any other person or entity. Any notice, report, approval, authorization, agreement or consent required or permitted hereunder shall be in writing; notices shall be sent to the address the applicable party has or may provide by written notice or, if there is no such address, the most recent address the party giving notice can locate using reasonable efforts. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. If any provision shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this arrangement shall otherwise remain in full force and effect and enforceable. This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act. This is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter hereof and any waivers or amendments shall be effective only if made in writing; however, if a separate written license agreement with respect to this product exists between Licensee and RhodeCode, the terms of that written license agreement (excluding the pre-printed terms of any purchase order, confirmation or similar document, which, even if signed by the parties after the effectiveness hereof, will have no effect and will not be considered agreed to by RhodeCode) shall take precedence over this Agreement. The substantially prevailing party in any action to enforce this Agreement will be entitled to recover its attorney's fees and costs in connection with such action. As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(5) or otherwise, all Products and accompanying documentation provided by RhodeCode are "commercial items," "commercial computer software" and/or "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by these terms and shall be prohibited except to the extent expressly permitted by these terms.