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License Agreement
The software accompanying this License Agreement is Copyright (C) 2018
MongoDB, Inc. and is licensed to you on the terms set forth below, or
in the alternative and at your election, on the terms of the Server
Side Public License, Version 1, a copy of which is either provided in
the accompanying file entitled LICENSE-Community.txt, or available
at https://www.mongodb.com/licensing/server-side-public-license.
The following License Agreement establishes the terms on which
MongoDB, Inc. (“Company”) grants a license to Company’s applicable
proprietary application software solely in machine-readable,
executable, object-code form and related documentation (the
“Software”) to you the licensee (“You” or “Your”) solely on the
condition that You accept all of the terms in this License Agreement
(the “Agreement”). By clicking through any applicable acceptance
screen, or otherwise accessing, installing, or using the Software, you
are indicating your acceptance of this Agreement, and if you do not
agree to the terms of this Agreement, you may not access, install, or
use the Software. If You are an employee or agent of a company (the
“Customer”), You hereby agree that You enter into this Agreement on
behalf of the Customer and that You have the authority to bind the
Customer to the terms and conditions of this Agreement.
1. LICENSE. During the Period (as defined below), subject to Your full
and ongoing compliance with all the terms and conditions of this
Agreement, Company hereby grants You a limited, revocable,
non-exclusive, non-transferable, non-sublicensable license to install
and use the Software in your internal environment, and solely for the
intended purpose of the Software.
2. RESTRICTIONS. You will not, and will not allow any third party to:
(i) modify or create derivative works of the Software; (ii) sell,
sublicense, rent, lease, distribute, market, or commercialize the
Software; (iii) decompile, disassemble, translate, reverse engineer or
otherwise attempt to derive source code from, any portion of the
Software, except and solely to the extent that the foregoing
restriction is impermissible pursuant to applicable law or third party
license; (iv) remove, alter or obscure any proprietary notices of
Company, its licensors or suppliers included in the Software; or (v)
publicly disseminate performance information about or analysis of the
Software, including benchmarking test results. No third party may
access, view or use the Software under this Agreement.
3. NO FEES; OPERATING EXPENSES. Subject to the terms of this
Agreement, You and Company agree that no license fees or other fees
shall be payable under this Agreement in exchange for the rights
granted and/or the use of the Software or other materials provided
under this Agreement.
4. FEEDBACK. If you choose to provide us with suggestions, ideas for
improvement, recommendations or other feedback, we may use your
feedback without any restriction or payment.
5. OWNERSHIP. The Software, and all worldwide intellectual property
rights and proprietary rights to the Software, are the exclusive
property of Company and its licensors. Company and its licensors
reserve all rights in and to the Software not expressly granted to You
in this Agreement, and no other licenses or rights are granted by
implication, estoppel or otherwise.
6. TERM. This Agreement shall commence when you download the Software
and shall continue in force and effect until terminated by either
party (“Period”). Either party may terminate this Agreement, with or
without cause, immediately upon written notice to the other party.
Company may terminate this Agreement by posting a notice on its
website, and this Agreement will terminate immediately and without
notice in the event that you breach any term or condition of this
Agreement. Upon the expiration or any termination of this Agreement,
the license and all rights granted to You under this Agreement will
immediately terminate, and You shall promptly purge and destroy all
copies of the Software in Your possession. Provisions intended by
their nature to survive termination of this Agreement survive
termination.
7. WARRANTY DISCLAIMER. THE SOFTWARE IS PROVIDED TO YOU “AS IS” AND
COMPANY AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND
REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SOFTWARE OR THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE,
FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR
STATUTORY.
8. LIMITATION OF REMEDIES. IN NO EVENT SHALL COMPANY BE LIABLE FOR
ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES
IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE
CLAIM OR THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, LOST
PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS
INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR
LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, REGARDLESS OF
WHETHER THE COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH
DAMAGES. WITHOUT LIMITING THE FOREGOING, COMPANY’S CUMULATIVE
LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN
CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED ONE HUNDRED
DOLLARS (U.S. $100.00). THE FOREGOING LIMITATIONS WILL APPLY
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY
PROVIDED HEREIN.
9. ESSENTIAL BASIS OF AGREEMENT. The Parties acknowledge and agree
that the disclaimers, exclusions and limitations of liability set
forth in Section 9 form an essential basis of this Agreement, and
that, absent any of such disclaimers, exclusions or limitations of
liability, the terms of this Agreement, including, without limitation,
the economic terms, would be substantially different.
10. GENERAL. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of New York, without regard to
conflicts of law principles thereof or to the United Nations
Convention on the International Sale of Goods. For purposes of all
claims brought under this agreement, each of the parties hereby
irrevocably submits to the exclusive jurisdiction of the state and
federal courts located within the State of New York. Company may
assign this Agreement, in whole or in part, at any time with or
without notice to You. You may not assign this Agreement, or any part
of it, to any other party. Any attempt by You to do so is null and
void. If any provision of this Agreement is held to be unenforceable,
that provision will be enforced to the extent permissible by law and
the remaining provisions will remain in full force. No waiver under
this Agreement shall be valid or binding unless set forth in writing
and duly executed by the party against whom enforcement of such waiver
is sought. Any such waiver shall constitute a waiver only with
respect to the specific matter described therein and shall in no way
impair the rights of the party granting such waiver in any other
respect or at any other time. Any delay or forbearance by either
party in exercising any right hereunder shall not be deemed a waiver
of that right. This Agreement is the complete and exclusive statement
of the agreement between us and supersedes any proposal or prior
agreement, oral or written, and any other communications between You
and Company in relation to the subject matter of this Agreement.
If You have any questions regarding this Agreement or the Software,
please direct all correspondence to: legal@mongodb.com.
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