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Software End User License Agreement
(Personal, Non-Commercial, Experimental)
April 2, 2019 - The most recent edition of this license is
available at https://www.chef.io/end-user-license-agreement/
This Software End User License Agreement (this “Agreement“),
is a binding agreement between Chef Software Inc. (“Chef“)
and You (as defined below).
IF YOU REPRESENT A CORPORATION, GOVERNMENTAL
ORGANIZATION, OR OTHER LEGAL ENTITY, OR YOU
INTEND TO USE THE SOFTWARE FOR COMMERCIAL
PURPOSES, YOU MUST CONTACT CHEF DIRECTLY TO
OBTAIN A COMMERCIAL LICENSE FOR THIS
SOFTWARE. PLEASE VISIT
https://www.chef.io/eula-inquiry/ TO INQUIRE.
LICENSOR PROVIDES THE SOFTWARE SOLELY ON THE
TERMS AND CONDITIONS SET FORTH IN THIS
AGREEMENT AND ON THE CONDITION THAT YOU
ACCEPT THEM. BY CLICKING THE “ACCEPT” BUTTON
YOU (A) ACCEPT THIS AGREEMENT AND AGREE
TO BE LEGALLY BOUND BY ITS TERMS; AND
(B) REPRESENT AND WARRANT THAT YOU HAVE THE
LEGAL CAPACITY TO ENTER INTO A BINDING
AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS
OF THIS AGREEMENT, YOU MUST NOT INSTALL OR
USE THE SOFTWARE.
Definitions. For purposes of this Agreement, the following
terms have the following meanings:
“Intellectual Property Rights” means patent, copyright,
trademark, trade secret, database protection, or other
intellectual property rights laws, and all similar or
equivalent rights or forms of protection.
“Business” means any Person other than a natural person.
“Commercial Purpose” means for the benefit of (i) any
Business, or (ii) any undertaking intended, directly
or indirectly, for profit.
“Experimental Use” means using the Software to learn,
train, experiment with, or test viability of the
Software. Experimental Use excludes pre-production and
production environments as well as making the Software
available to others, whether or not in exchange for any
consideration.
“Person” means an individual, corporation, partnership,
joint venture, limited liability company, governmental
authority, non-profit organization, unincorporated
organization, trust, association, or other entity.
“Software” means the software programs made available
under this License.
“Term” has the meaning set forth in Section 6.
“Third Party” means any Person other than You or Chef.
“You” means the Person exercising permissions granted by
this Agreement.
1. License Grant and Scope. Chef hereby grants to You a
non-exclusive, non-transferable, limited license
during the Term to use the Software solely as set
forth in this Section 1 and subject to the terms of
Section 3. Chef hereby grants You the non-exclusive,
non-transferable, non-sublicensable, royalty free
right to:
* Download, copy, and install the Software on computers
owned or leased, and controlled by, You. In addition
to the foregoing, You may make copies of the Software
for archival or backup purposes. All copies of the
Software made by You must include all trademark,
copyright, patent, and other Intellectual Property
Rights notices contained in the original.
* Use and run the Software on such computers solely
for Your personal, non-Commercial Purposes or
Experimental Use.
2. Third-Party Materials. The Software includes software,
content, data, or other materials, including related
documentation, that are owned by Persons other than
Chef and that are provided to You on license terms
that are in addition to and/or different from those
contained in this Agreement (“Third-Party Licenses“).
A list of all materials included in the Software and
provided under Third-Party Licenses can be found
at https://www.chef.io/3rd-party-licenses/. You must
comply with all Third-Party Licenses.
3. Use Restrictions. You must not, directly or
indirectly: (a) modify, translate, adapt, or otherwise
create derivative works or improvements, whether or
not patentable, of the Software or any part thereof;
(b) reverse engineer, disassemble, decompile, decode,
or otherwise attempt to derive or gain access to the
source code of the Software or any part thereof; (c)
remove, delete, alter, or obscure any trademarks or
any copyright, trademark, patent, or other
intellectual property or proprietary rights notices
provided on or with the Software, including any copy
thereof; (d) rent, lease, lend, sell, sublicense,
assign, distribute, publish, transfer, or otherwise
make available the Software, or any features or
functionality of the Software, to any Third Party for
any reason; (e) use the Software in violation of any
law, regulation, or rule; or (f) use the Software for
purposes of competitive analysis of the Software, the
development of a competing software product or
service, or any other purpose that is to the Chef’s
commercial disadvantage.
4. Collection and Use of Information. You hereby consent
to Chef receiving data and information directly from
the Software for the sole purpose of obtaining
information regarding Your use of the Software
(e.g., when You install an update or upgrade), as well
as any Software bugs, errors, and other similar
technical support issues. Chef will only use such data
and information (“Software Usage and Technical Support
Data”) for Chef’s own business purposes, including but
not limited to the purposes of (i) gathering
information about how You use the Software, which may
be combined with information about how others use the
Software, in order to help Chef better understand
trends and Your needs in order to better consider new
features, and (ii) improving the Software and Your use
experience. Chef will use Software Usage and Technical
Support Data solely in aggregate, anonymized form.
5. Intellectual Property Rights. You acknowledge that the
Software is provided under license, and not sold, to
You. Chef reserves all right, title, and interest in
and to the Software and all Intellectual Property
Rights in or to Software, except as expressly granted
to You in this Agreement. Some portions of the
Software may be separately available as source code
from Chef under open source software licenses. Nothing
in this Agreement affects any rights you may have
separately under such licenses.
6. Term and Termination. This Agreement and the license
granted hereunder shall remain in effect until
terminated as set forth herein (the “Term“).
* You may terminate this Agreement by ceasing to use
and destroying all copies of the Software.
* Chef may terminate this Agreement for convenience.
* If You institute any litigation against Chef
(including a cross-claim or counterclaim in a
lawsuit) then the licenses granted to You under this
Agreement shall terminate automatically as of the
date such litigation is filed.
* Upon termination of this Agreement, the license
granted hereunder shall also terminate, and You
shall cease using and destroy all copies of the
Software.
7. Warranty Disclaimer. THE SOFTWARE IS
PROVIDED TO YOU “AS IS” AND WITH ALL
FAULTS AND DEFECTS WITHOUT WARRANTY OF
ANY KIND. TO THE MAXIMUM EXTENT
PERMITTED UNDER APPLICABLE LAW, CHEF,
ON ITS OWN BEHALF AND ON BEHALF OF ITS
AFFILIATES AND ITS AND THEIR RESPECTIVE
LICENSORS EXPRESSLY DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE, WITH RESPECT
TO THE SOFTWARE, INCLUDING ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, TITLE, AND
NON-INFRINGEMENT, AND WARRANTIES THAT
MAY ARISE OUT OF COURSE OF DEALING,
COURSE OF PERFORMANCE, USAGE, OR TRADE
PRACTICE. WITHOUT LIMITING THE
FOREGOING, CHEF PROVIDES NO WARRANTY OR
UNDERTAKING, AND MAKES NO REPRESENTATION
OF ANY KIND THAT THE SOFTWARE WILL MEET
YOUR REQUIREMENTS, ACHIEVE ANY INTENDED
RESULTS, BE COMPATIBLE, OR WORK WITH ANY
OTHER SOFTWARE, APPLICATIONS, SYSTEMS,
OR SERVICES, OPERATE WITHOUT
INTERRUPTION, MEET ANY PERFORMANCE OR
RELIABILITY STANDARDS OR BE ERROR FREE,
OR THAT ANY ERRORS OR DEFECTS CAN OR
WILL BE CORRECTED. YOU MAY HAVE
ADDITIONAL RIGHTS THAT VARY FROM STATE
TO STATE.
8. Limitation of Liability. TO THE FULLEST
EXTENT PERMITTED UNDER APPLICABLE LAW:
IN NO EVENT WILL CHEF OR ITS AFFILIATES,
OR ANY OF ITS OR THEIR RESPECTIVE
LICENSORS OR SERVICE PROVIDERS, BE
LIABLE TO YOU FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL,
OR PUNITIVE DAMAGES, WHETHER ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT,
BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), OR OTHERWISE,
REGARDLESS OF WHETHER SUCH DAMAGES WERE
FORESEEABLE AND WHETHER OR NOT CHEF WAS
ADVISED OF THE POSSIBILITY OF SUCH YOU MAY
HAVE ADDITIONAL RIGHTS THAT VARY FROM
STATE TO STATE.
9. Export Regulation. The Software may be subject to US
export control laws, including the US Export
Administration Act and its associated regulations.
You shall not, directly or indirectly, export,
re-export, or release the Software to, or make the
Software accessible from, any jurisdiction or country
to which export, re-export, or release is prohibited
by law, rule, or regulation.
10. Miscellaneous. All matters arising out of or relating
to this Agreement shall be governed by and construed
in accordance with the internal laws of the State of
Washington without giving effect to any conflict of
law provision. Any legal action arising out of or
relating to this Agreement will the subject to the
exclusive jurisdiction of the state or federal courts
located in King County. This Agreement constitutes the
sole and entire agreement between You and Chef with
respect to the subject matter contained herein, and
supersedes all prior and contemporaneous
understandings, agreements, representations, and
warranties, both written and oral, with respect
to such subject matter. If any provision of this
Agreement is determined by a court of law to be
unenforceable, this Agreement and the license granted
herein will terminate automatically.
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