Evaluation License Agreement for Liferay Software
PLEASE READ THIS EVALUATION LICENSE AGREEMENT FOR LIFERAY SOFTWARE ("AGREEMENT") CAREFULLY BEFORE USING SOFTWARE FROM LIFERAY. BY CLICKING "ACCEPT" AND PROVIDING YOUR ELECTRONIC SIGNATURE AS DIRECTED BELOW AND/OR DOWNLOADING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU (END USER, AS DEFINED BELOW) ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL AND USE THE SOFTWARE.
This Agreement is between LIFERAY, INC. ("Liferay") and the company or organization for which you are accepting on behalf of ("End User"). An individual acting on behalf of End User hereby represents and warrants that he or she has the right and authority to enter into this Agreement on behalf of that End User.
"Software" means Liferay Digital Experience Platform (including Liferay Digital Enterprise) and Liferay Portal Enterprise Edition (in either source code and object code form), sample code, tools, libraries, APIs, data, files, and materials provided or made available by Liferay.
2. License Grant.
Liferay is granting End User for an evaluation period of thirty (30) days from the activation of the Software, unless otherwise extended by Liferay, subject to the terms and conditions contained within this Agreement, a limited, non-exclusive, non-assignable, non-sublicensable and non-transferable license to install and use the Software, to be used internally by End User or authorized End Users for the sole purpose of evaluating the Software.
3. End User Restrictions.
End User may not:
(a) to a third party, transfer rights or usage to, sublicense, rent, lease or otherwise distribute the Software, or any portions thereof, except with Liferay's prior written consent;
(b) create derivative works of the Software;
(c) modify, loan, decompile, reverse engineer or disassemble or otherwise distribute the Software, except with Liferay's prior written consent;
(d) remove any intellectual property notices on the Software;
4. No Support or Maintenance
Liferay is not obligated, express or implied, to provide any maintenance, technical or other support for the Software. Notwithstanding the foregoing, Liferay may, at its sole discretion, provide assistance reasonably necessary for End User to conduct its evaluation of the Software.
5. End User Representation and Warranties.
End User shall only use the Software in the manner expressly provided for under this Agreement and in accordance with all applicable laws and regulations.
6. No Warranty.
END USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SOFTWARE IS AT END USER'S SOLE RISK AND THAT THE ENTIRE RISK AS TO THE SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORTS IS WITH END USER. THE SOFTWARE AS PROVIDED BY LIFERAY IS PROVIDED AND LICENSED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. END USER FURTHER ACKNOWLEDGES THERE IS NO GUARANTEE THAT THE USE OF THE SOFTWARE WILL NOT BE INTERRUPTED OR ERROR FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LIFERAY SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, END USER ASSUMES ALL COSTS FOR ANY NECESSARY SERVICING, REPAIR OR CORRECTION.7. Limitation of Liability.
IN NO EVENT WILL END USER HAVE ANY CLAIM OR RIGHT TO ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR SOFTWARE, INCLUDING BUT NOT LIMITED TO RELIANCE, COVER, OR LOSS OF ANTICIPATED PROFITS, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR THE SOFTWARE UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT, PRODUCT LIABILITY, RELIANCE, BREACH OF ANY IMPLIED DUTY, OR OTHERWISE, IN NO EVENT SHALL LIFERAY'S TOTAL LIABILITY TO END USER FOR ALL DAMAGES EXCEED THE AMOUNT PAID BY END USER TO LIFERAY UNDER THIS AGREEMENT.
The provisions of this article allocate the risks under this Agreement between Liferay and End User and are an intrinsic part of the bargain between the parties.
8.1. Third Party Software.
Software may contain or use software, computer code, programming libraries, application programming interfaces, or other materials, (i) the intellectual property rights of which are not owned by Liferay and (ii) which is not licensed to End User under this Agreement, but is licensed subject to the applicable license terms and conditions set forth in a file accompanying the Software (and for certain Software also at www.liferay.com/third-party-software) ("Third Party Software"). Liferay will have no responsibility and claims no right with respect to any Third Party Software. End User's use of such Third Party Software and other copyrighted material is governed by their respective terms. The license granted to End User under this Agreement pertains solely to End Users of the Software and nothing in this Agreement is intended to limit End Users rights under, or grant End Users right that supersede, the license terms of any Third Party Software.
End User may not be assign, transfer or otherwise dispose of any of its rights or obligations under this Agreement without Liferay's prior written consent. Any assignment in violation of this article is void.
8.3. Relationship of the Parties.
This Agreement shall not be construed as creating any obligation, expressed or implied, on behalf of Liferay or End User, or to represent the other party as agent, employee or in any other capacity. Nothing herein shall oblige parties to enter into any further agreement(s) with each other.
8.4. Independent Development.
Nothing in this Agreement shall prohibit or impair Liferay's right to develop, acquire, license, market, promote, or distribute products or technologies that perform the same or similar functions as, or otherwise compete with, End User's Application(s) or any other products or technologies End User may produce, develop, market or distribute.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable in whole or in part by any court of competent jurisdiction or other competent authority, this Agreement will continue to be valid and enforceable as to the other provision and or the remainder of the affected provision. The affected provision will be deemed amended to the minimum extent necessary to render it valid and enforceable in conformity with applicable law and parties' intent as expressed in this Agreement.
The terms of Sections 3, 6, 7, and 8 of this Agreement, and any other provision which is expressed to survive or operate in the event of termination, shall survive termination of this Agreement.
The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions. This Agreement may not be waived, except in writing by the party granting the waiver.
8.8. Export Control.End User may not use, export, re-export, import, sell or transfer the Software except as authorized by United States law and any other applicable laws and regulations. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Software, End User represents and warrants that End User is not located in any such country or on any such list.
8.9. Dispute Resolution.
This Agreement and all matters arising out of or relating to this Agreement, shall be governed by the substantive laws of the State of California. Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in Los Angeles County, California. End User and Liferay agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.
8.10. Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect to the use of the Software licensed hereunder and supersedes all prior understandings regarding such subject matter. This Agreement may be modified only: (a) by a written amendment signed by both parties, or (b) to the extent expressly permitted by this Agreement. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern.