BY DOWNLOADING, INSTALLING, OR USING THE EXTERNAL SERCRETS INC. PRODUCTS ACCOMPANYING THIS AGREEMENT (“LICENSED SOFTWARE”), THE INDIVIDUAL OR ENTITY LICENSING THE PRODUCT(S) (“LICENSEE”) IS AGREEING TO BE BOUND BY AND BECOMES A PARTY TO THIS AGREEMENT (“AGREEMENT”). IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, LICENSEE MUST NOT DOWNLOAD, INSTALL, REVIEW, EVALUATE, OR USE THE LICENSED SOFTWARE. THE “LICENSOR” IS EXTERNAL SECRETS INC.
1. License Grant. Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a worldwide, non-exclusive, non-transferable, non-sub-licensable, and royalty-free license, for a period of six (6) months from the date Licensee accepts this Agreement (in accordance with the preamble) or such other period as mutually agreed upon by the parties, to reproduce, install, execute and use the Licensed Software (in both source code and executable code form) solely for the purpose of internally evaluating the Licensed Software. For the avoidance of doubt, the foregoing license grant does not permit (i) the use of the Licensed Software in any distributed application or (ii) the creation of derivative works of the Licensed Software.
2. License Restrictions. Licensee agrees not to, and agrees that Licensee will not permit or encourage any third party to: (i) use the Licensed Software in or for any production purposes, including without limitation, to map, rotate and update non-human identifiers (such as access credentials), other than for internal evaluation purposes; (ii) use the Licensed Software for any illegal purpose; or (iii) use Licensor’s name, trade name(s), trademark(s) or logo(s) in any manner without the prior written consent of Licensor. Licensee will not remove, alter, or obscure any proprietary notices (including copyright notices) of Licensor or its suppliers on the Licensed Software or any related documentation.
3. Third Party Software. Certain items of software included with the Licensed Software, such as open source software, are licensed from third parties and subject to the terms and conditions provided by such third parties (“Third Party Software”). The Third Party Software is not subject to the terms and conditions of Sections 1 and 2, and instead, each item of Third Party Software is licensed under the terms of the license that accompanies such Third Party Software. Nothing in this Agreement limits Licensee’s rights under, or grants Licensee rights that supersede, the terms and conditions of any applicable license for Third Party Software.
4. Disclaimers. the Licensed Software is provided “As Is” with all faults, and the entire risk as to satisfactory quality, accuracy, and effort is with the Licensee. Licensor makes no representations and disclaims all warranties (whether express, implied, or statutory) including but not limited to any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
5. Limitation of Liability. In no event will Licensor be liable for any consequential, indirect, exemplary, special, or incidental damages, including any lost data and lost profits, arising from or relating to this Agreement or the Licensee’s use of the Licensed Software, even if Licensor has been advised of the possibility of such damages. Licensor’s total cumulative liability in connection with this Agreement and the Licensed Software, whether in contract or tort or otherwise, will not exceed the fifty dollars USD ($50).
6. Termination
6.1 Termination. This Agreement and the license granted under it shall terminate automatically and immediately (i) without notice by Licensor, if Licensee breaches this Agreement, (ii) upon written notice from Licensor to Licensee, or (iii) if the Trial Evaluation license is changed or revoked for all customers as noted at https://www.externalsecrets.com/trial-license.
6.2 Effects of Termination. Upon termination or expiration of this Agreement for any reason, all licensed rights granted in this Agreement will immediately cease to exist, and Licensee must promptly discontinue all use of the Licensed Software, erase all copies of the Licensed Software from Licensee’s computers, and return to Licensor or destroy all copies of the Licensed Software and any related documentation on tangible media in Licensee’s possession or control. Even after termination due to breach or after Licensee ceases its use, review, evaluation, execution, distribution, access, or possession or control of the Licensed Software, Sections 2, 3, 4, 5, 6.2, and 7 will survive termination of this Agreement and remain in full force and effect.
7. General
7.1 Proprietary Rights. The Licensed Software, and all worldwide intellectual property rights therein, are the exclusive property of Licensor and its suppliers. The Licensed Software is protected by various intellectual property laws throughout the world, including but not limited to copyright and patent laws. All rights in and to the Licensed Software not expressly granted to Licensee in this Agreement are reserved by Licensor and its suppliers.
7.2 Feedback. Licensee agrees that the submission of any ideas, suggestions, documents, proposals, concepts, designs, improvements, or other materials concerning the Licensed Software (“Feedback”) is at Licensee’s own risk and that Licensor has no obligation (including without limitation obligations of confidentiality) with respect to such Feedback. Licensee represents and warrants that Licensee has all rights necessary to submit the Feedback. Licensee hereby grants to Licensor a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sub-licensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Licensed Software.
7.3 For U.S. Government End Users. The Licensed Software is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (OCT 1995), and more specifically is “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), as applicable, the Licensed Software is provided to U.S. Government End Users (a) only as a commercial end item and (b) with only those rights as are granted to all other customers pursuant to the terms and conditions herein.
7.4 Export Control. The Licensed Software and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Licensee agrees to strictly comply with all such laws and regulations and acknowledges that it has the responsibility to obtain authorization to export, re-export, or import the Licensed Software and related technology, as may be required. Licensee will indemnify and hold Licensor harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorneys’ fees) arising from or relating to any breach by Licensee of its obligations under this Section.
7.5 Miscellaneous. Neither the rights nor the obligations arising under this Agreement are assignable by Licensee, and any such attempted assignment or transfer shall be void and without effect. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Licensor may amend or limit the terms of this Agreement in its sole discretion for any reason or for no reason. Latest versions shall be posted at https://www.externalsecrets.com/trial-license. Any notice to Licensee may be provided by email or may be posted in publicly accessible areas of Licensor’s website at https://www.externalsecrets.com. Any notice to Licensor may be provided to: External Secrets Inc., 548 Market St., PMB 697945, San Francisco, CA 94104-5401. This Agreement and all disputes or controversies arising out of or relating to it shall be construed, governed, and enforced in accordance with the laws of the United States and of the State of California without regard to conflict of laws principles. Licensor and Licensee irrevocably submit to the exclusive jurisdiction of the federal or state courts located in San Mateo County, California in any action, suit or proceeding arising out of or relating to this Agreement, irrevocably agree that venue lie exclusively in such courts, and hereby waive any objection based on lack of personal jurisdiction or inconvenient forum.