RHODECODE COMMERCIAL LICENSE
Copyright © 2015, RhodeCode GmbH
This Agreement, signed on DATE_OF_ACCEPTANCE [hereinafter: Effective Date] governs the relationship between YOUR_COMPANY, a duly registered company in ADDRESS, (hereinafter: Licensee) and RhodeCode GmbH, a duly registered company in Germany whose principal place of business is Wallstrasse 27, 10179 Berlin, Germany (Hereinafter: Licensor). This Agreement sets the terms, rights, restrictions and obligations on using the source code of “RhodeCode Enterprise” as defined in Exhibit A (hereinafter: “The Software”) and as created and owned by Licensor, as detailed herein. The Licensee can obtain a further package of software under different license conditions, as indicated on the Licensee’s website.
2. LICENSE GRANT
Licensor hereby (the “license”) grants Licensee a worldwide, limited, non-assignable & non- transferable, commercial, including the rights to create but not distribute derivative works, Non- exclusive right to use the Software for NUMBER users, all with accordance with the terms set forth and other legal restrictions set forth in 3rd party software used while running The Software. The rights mentioned above shall be limited to the term of this agreement..
Licensee may use The Software for the purpose of:
2.1.1 Running Software on Licensee’s Server[s];
2.1.2 Allowing 3rd Parties to run The Software on Licensee’s Server[s];
2.1.3 Publishing the The Software’s output to Licensee and 3rd Parties;
2.2 NON ASSIGNABLE & NON-TRANSFERABLE
Licensee may not assign or transfer his rights and duties under this license.
Licensee may use The Software for any purpose, excluding paid services.
2.4 User Limit
Licensee may not exceed the total amount of active users of USER_LIMIT managed by The Software on all Licensee’s Server[s]. To increase that limit a new license can be purchased via RhodeCode Sales Team.
2.5 WITH DEDICATED SUPPORT
Licensor shall provide Licensee support as follows:
– general support about managing The Software on day-to-day operations
– technical support about installing and upgrading The Software in an industry-standard server environment
All support requests must be sent via email and need to include a reference to the company’s name and license and are answered via email during German office hours (9am-5pm) from Monday to Friday.
Support on German bank holidays is excluded. All further service and support is excluded. Please contact us for additional service and support rates or offerings.
3. TERM & TERMINATION
The Term of this license shall be until terminated. The license can be terminated with a notice period of two weeks by the Licensor at any time. The right to extraordinary termination for good cause shall remain unaffected hereby. It is considered good cause where Licensee:
3.1 became insolvent or otherwise entered into any liquidation process; or
3.2 exported The Software to any jurisdiction where licensor may not enforce his rights under this agreements in; or
3.3 was in breach of any of this license’s terms and conditions and such breach was not cured, immediately upon notification; or
3.4 was in breach of any of the terms of clause 2 to this license; or
3.5 used The Software to create, manage or publish disrespectful, racist, illegal or any other form of harmful content; or
3.6 otherwise entered into any arrangement, which caused Licensor to be unable to enforce his rights under this License.
Upon termination of this license, Licensee shall be obligated to return or destroy any copies of the Software immediately upon Licensor’s request.
In consideration of the License granted under clause 2, Licensee shall pay Licensor a fee, according to Licensor’s current price list. Failure to perform payment shall construe as material breach of this Agreement.
5. UPGRADES, UPDATES AND FIXES
Licensor may provide Licensee, from time to time, with Upgrades, Updates or Fixes, as detailed herein and according to his sole discretion. Licensee hereby warrants to keep The Software up- to-date and install all relevant updates and fixes, and may, at his sole discretion, purchase upgrades, according to the rates set by Licensor. Licensor shall provide any update or fix free of charge; however, nothing in this Agreement shall require Licensor to provide Updates or Fixes.
For the purpose of this license, an Upgrade shall be a material amendment in The Software, which contains new features and or major performance improvements and shall be marked as a new version number. For example, should Licensee purchase The Software under version 1.X.X, an upgrade shall commence under number 2.0.0.
For the purpose of this license, an update shall be a minor amendment in The Software, which may contain new features or minor improvements and shall be marked as a new sub-version number. For example, should Licensee purchase The Software under version 1.1.X, an upgrade shall commence under number 1.2.0.
For the purpose of this license, a fix shall be a minor amendment in The Software, intended to remove bugs or alter minor features which impair the The Software’s functionality. A fix shall be marked as a new sub-sub-version number. For example, should Licensee purchase The Software under version 1.1.1, an upgrade shall commence under number 1.1.2.
6. BUG NOTIFICATION
Licensee shall provide Licensor of details regarding any bug, defect or failure in The Software promptly and with no delay from such event; Licensee shall comply with Licensor’s request for information regarding bugs, defects or failures and furnish him with information, screenshots and try to reproduce such bugs, defects or failures.
Licensor shall be liable according to the applicable statutory provisions (whether in contract, tort or otherwise) for damages (i) that are caused as a result of Licensor, its legal representatives, or its agents or auxiliaries having acted, or having failed to act where there was a duty for Licensor
to act, in gross negligence or with malicious intent, (ii) that occur as a result of a breach of a guarantee (“guarantee” within the meaning of section 443 of the German Civil Code (“Bürgerliches Gesetzbuch”), (iii) that are a result of a culpable injury to life, limb or health, and/or (iv) that are subject to product liability under the German Product Liability Act.
In cases of ordinary or minor negligence, Licensor’s shall only be liable for damages that result from breaches of material duties (whether in contract, tort or otherwise). The aforeprovided limitation of liability shall not apply, however, where the damages result from culpable injuries to life, limb or health or as a result of breach of a guarantee (as defined in section 6.1 above). “Material duties”, in contract, are such duties that, if breached, jeopardize reaching the aim and purpose of the contract.
In case of a breach of a material contractual duty Licensor’s liability shall furthermore be limited to damages that are typically foreseeable in the context of an agreement such as the agreement between the parties. The aforeprovided limitation of liability shall not apply, however, where the damages result from culpable injuries to life, limb or health or as a result of breach of a guarantee (as defined in section 6.1 above).
Other than that, Licensor shall not be not liable for indirect, consequential or special damages.
Any liability other or beyond the liability provided above is excluded.
Licensee is responsible for ensuring the routine backup of its data. Irrespective of the above, if Licensee suffers damages that result from the loss of data, Licensor shall in each case only be liable for such damages insofar as the damages could not have been avoided by carrying out data backups of all relevant data in regular intervals according to Industry Best Practice.
For all claims against Licensor in contract, tort, or otherwise for damages or wasted anticipatory expenditure the time bar comes into effect after a period of one year. This does not apply to liability for intent or gross negligence, liability for personal injury, or liability under the German Product Liability Act. Sec. 199 (1) of the German Civil Code applies. Notwithstanding the foregoing provisions in this section, the time bar comes into effect not later than five years after the claim arises.
Licensee shall be obligated to install any relevant Updates and Upgrades as provided by Licensor. Should Licensee fail to install such necessary Updates and Upgrades, any warranty claims shall be excluded, if the defect would have been avoided by the respective Update or Upgrade.
However, unless in the case of intent or gross negligence, of fraudulent concealment of a defect and of personal injury, any claims by Licensee against Licensor are time barred one year after the Software was delivered to Licensee. The one year period is suspended during the period in which Licensor is checking the existence or is remedying a defect, until Licensor informs Licensee of the result of its check, gives notice that the remedy is complete, or refuses to remedy the defect.
Licensee hereby warrants to hold Licensor harmless and indemnify Licensor for any lawsuit brought against it in regards to Licensee’s use of The Software in means that violate, breach or otherwise circumvent this license, Licensor’s intellectual property rights or Licensor’s title in The Software. Licensor shall promptly notify Licensee in case of such legal action and request Licensee’s consent prior to any settlement in relation to such lawsuit or claim.
This license shall be subject to the laws of Germany. Place of jurisdiction shall be Berlin. Any amendments to this license shall be made in writing. This shall also apply to any amendments to this provision. Any provision of this license that is held to be invalid, illegal, unenforceable, or void will in no way affect the validity of the remainder of this license.