The Software (including all of its software and technology components), together with all intellectual property rights therein, are the exclusive property of Licensor and its suppliers. The look and feel of the Software is copyright ©2010 AppDynamics, Inc. All rights reserved. Licensee may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements of the Software without express written permission from Licensor. Other trademarks, Software marks, and trade names that may appear on the Software are the property of their respective owners.
- License Grant. During and limited to the Term (as defined in Section 1.3 hereof), AppDynamics, Inc. (“AppDynamics”) hereby grants to “Licensee” a non-exclusive, non-transferable, non sublicenseable, limited right to use the AppDynamics, Inc. Application Management software known as AppDynamics Lite, in object code for internal business purposes only.
- Restrictions on Use. Licensee may not: a) sublicense, sell, resell, transfer, assign, distribute, share, lease, rent, make any commercial use of, outsource, use on a timeshare or service bureau, or use as an application service provider or managed service provider offering, or otherwise generate income from the Software; b) copy the Software onto any public or distributed network, except for an internal and secure cloud computing environment; c) cause or permit the decompiling, disassembly, or reverse engineering of any portion of the Software, or attempt to discover or permit the discovery of any source code or other operational mechanisms of the Software; d) modify, adapt, translate or create derivative works, nor allow any of those actions to occur, based on all or any part of the Software; e) use any portion of the Software as a general SQL server, as a stand alone application or with applications other than the Software as provided; nor f) modify any proprietary rights notices which appear in the Software or components thereof.
- Software is licensed perpetually to Licensee.
- Unauthorized use. Licensee shall notify Licensor immediately of any unauthorized use of the Software or any other known or suspected breach of security or misuse of the Software. Licensee is responsible for use of the Software by any and all employees, contractors, or other users that it allows to access the Software (each, a “User”), and shall ensure that all Users are subject to confidentiality and use provisions at least as restrictive as those contained herein, and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with each User’s use of the Software.
- Licensee’s use of the Software is at Licensee’s sole risk, and Licensor makes no representations that the Software will accurately diagnose or correct every performance problem in Licensee’s application.
- Technical support is only provided to users that have paid for a Plan Level, and no technical support is available for any free Plan Levels. Technical Support shall be provided in accordance with the terms and conditions set forth in the AppDynamics Support FAQ.
- Licensee must not modify, adapt or hack the Software or modify another website so as to falsely imply that it is associated with the Software, AppDynamics, or any other AppDynamics Software.
- Licensee agrees not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Software, use of the Software, or access to the Software without the express written permission by Licensor.
- Licensee understands that the technical processing and transmission of the Software may be transferred unencrypted over a network, and assume all risks related thereto. Licensor shall not be liable to Licensee for any liabilities arising from the operation of the Software over the Internet or other network.
- Licensee agrees not to publish, or to make available publicly, any tests, benchmarks, or product comparisons, mentioning AppDynamics without the prior written consent of Licensor.
THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND APPDYNAMICS EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, APPDYNAMICS DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S SPECIFIC REQUIREMENTS, THAT THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE WILL BE COMPLETE, ACCURATE, OR RELIABLE, THAT THE QUALITY OF ANY PRODUCTS, SOFTWARES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY LICENSEE THROUGH THE SOFTWARE WILL MEET LICENSEE’S EXPECTATIONS, OR THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT APPDYNAMICS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF APPDYNAMICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING ANY SUCH DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE SOFTWARE; THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SOFTWARES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SOFTWARES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SOFTWARE; UNAUTHORIZED ACCESS TO OR ALTERATION OF LICENSEE’S TRANSMISSIONS OR DATA; STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SOFTWARE; OR ANY OTHER MATTER RELATING TO THE SOFTWARE.
Licensee agrees to indemnify, defend and hold harmless Licensor, its affiliates, officers, directors, employees, consultants, agents, suppliers and resellers from any and all third Party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from End Users use of the Software, Licensee’s violation of these Terms and Conditions or the infringement or violation by Licensee or any End User, of any intellectual property or other right of any person or entity.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, APPDYNAMICS’S SHALL NOT BE LIABLE TO LICENSEE FOR ANY DAMAGES ARISING FROM OR RELATING TO THE SOFTWARE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION).
This Agreement shall be governed by the laws of the State of California without giving effect to any conflicts of laws principles that may require the application of the law of a different jurisdiction. For any dispute or proceeding arising from or relating to this Agreement, Licensee agree to submit to the jurisdiction of, and agree that venue is proper in, the state courts located in San Francisco County, California, and in the federal courts located in the Northern District of California. The failure of Licensor to exercise or enforce any right or provision of the Terms of Software shall not constitute a waiver of such right or provision. The Terms of this Software License Agreement constitutes the entire agreement between Licensee and Licensor and govern Licensee’s use of the Software, superseding any prior agreements between Licensee and Licensor (including, but not limited to, any prior versions of the Terms of Software License). The Software contains open source components that require disclosure. For details visit www.appdynamics.com/opensource.php.