THIS DOCUMENT IS A LEGAL AGREEMENT (the "License Agreement") BETWEEN THE NOGRAY.COM ("We," "Us")
AND YOU OR THE ORGANIZATION ON WHOSE BEHALF YOU ARE UNDERTAKING THE LICENSE DESCRIBED BELOW
("You") IN RELATION TO THE NOGRAY.COM SOFTWARE (THE "Software"), IN BOTH SOURCE AND OBJECT
CODE FORM, AND/OR ALL RELATED MATERIALS. BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE
USING THE SOFTWARE, YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH
ANY OF THE TERMS OR CONDITIONS OF THIS LICENSE AGREEMENT, DO NOT PROCEED WITH THE DOWNLOADING,
COPYING, INSTALLATION OR ANY OTHER USE OF THE SOFTWARE OR ANY PORTION THEREOF. THE SOFTWARE IS
PROTECTED BY UNITED STATES COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT LAWS, AS WELL AS OTHER
INTELLECTUAL PROPERTY LAWS AND TREATIES. THE SOFTWARE IS LICENSED, NOT SOLD.
THIS LICENSE AGREEMENT DESCRIBES YOUR RIGHTS WITH RESPECT TO THE SOFTWARE AND ITS COMPONENTS.
We, NoGray.com grant You a non-exclusive, non-transferable license to the Software solely
as set forth in sections 1(1), as applicable, and subject to the terms and
conditions of this License Agreement.
- OWNERSHIP, LICENSE GRANT
This is a license agreement and not an agreement for sale. We reserve ownership of all
intellectual property rights inherent in or relating to the Software, which include, but are
not limited to, all copyright, patent rights, all rights in relation to registered and
unregistered trademarks (including service marks), confidential information (including trade
secrets and know-how) and all rights other than those expressly granted by this Agreement.
Subject to the payment of the fee required for a Commercial Developer License and subject
to the terms and conditions of this License Agreement, We grant to You a revocable, non-
transferable and non-exclusive license (i) for up to one hundred (100) developers within
Your organization to install and use the Software on any workstations used exclusively by
such developers and (ii) for You to install and use the Software in connection with
unlimited domains and sub-domains on unlimited servers, solely in connection with
distribution of the Software in accordance with sections 3 and 4 below. This license is not
sub-licensable except as explicitly set forth herein.
- PERMITTED USES, SOURCE CODE, MODIFICATIONS
We provide You with source code so that You can create Modifications of the original Software,
where Modification means: a) any addition to or deletion from the contents of a file included
in the original Software or previous Modifications created by You, or b) any new file that
contains any part of the original Software or previous Modifications. While You retain all
rights to any original work authored by You as part of the Modifications, We continue to own
all copyright and other intellectual property rights in the Software.
You may distribute the Software in any applications, frameworks, or elements that you develop
using the Software in accordance with this License Agreement, provided that such distribution
does not violate the restrictions set forth in section 4 of this agreement. You must not
remove, obscure or interfere with any copyright, acknowledgment, attribution, trademark,
warning or disclaimer statement affixed to, incorporated in or otherwise applied in connection
with the Software.
You are required to ensure that the Software is not reused by or with any applications other
than those with which You distribute it as permitted herein. For example, if You install the
Software on a customer's server, that customer is not permitted to use the Software independently
of Your application, and must be informed as such.
You will not owe NoGray.com any royalties for Your distribution of the Software in accordance
with this License Agreement.
- PROHIBITED USES
You may not, without prior written consent of NoGray.com redistribute the Software or
Modifications other than by including the Software or a portion thereof within Your own product,
which must have substantially different functionality than the Software or Modifications and
must not allow any third party to use the Software or Modifications, or any portions thereof,
for software development purposes. You are explicitly not allowed to redistribute the Software
or Modifications as part of any product that can be described as a development toolkit or
library or is intended for use by software developers and not end-users. You are not allowed to
redistribute any part of the Software documentation.
You may not: a) use any part of the Software or Modifications or Your knowledge of the Software
(or any information that You learn as a result of Your use of the Software) to create a product
with the same or substantially the same functionality as the Software; b) transfer, rent, lease,
or sublicense the Software or Modifications, or any portions thereof; c) change or remove the
copyright notice from any of the files included in the Software or Modifications.
UNDER NO CIRCUMSTANCES MAY YOU USE THE SOFTWARE (INCLUDING WITHOUT LIMITATION THE SOURCE CODE
THEREOF) AS THE BASIS FOR OR IN CONNECTION WITH A PRODUCT THAT CONTAINS THE SAME, OR SUBSTANTIALLY
THE SAME, FUNCTIONALITY AS THE SOFTWARE.
This License Agreement and Your right to use the Software and Modifications will terminate
immediately without notice if You fail to comply with the terms and conditions of this License
Agreement. Upon termination, You agree to immediately cease using and destroy the Software or
Modifications, including all accompanying documents. The provisions of sections 4, 5, 6, 7,
and 8 will survive any termination of this License Agreement.
- DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOGRAY.COM AND ITS SUPPLIERS DISCLAIM ALL
WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT,
WITH REGARD TO THE SOFTWARE. NOGRAY.COM DOES NOT GUARANTEE THAT THE OPERATION OF THE SOFTWARE
WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU ACKNOWLEDGE THAT IT IS NOT TECHNICALLY PRACTICABLE
FOR NOGRAY.COM TO DO SO.
- LIMITATION OF LIABILITIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NOGRAY.COM OR ITS SUPPLIERS
BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION OR ANY OTHER PECUNIARY LAW) ARISING OUT OF THE USE OF OR INABILITY TO USE THE
SOFTWARE, EVEN IF NOGRAY.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE,
NOGRAY.COM'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS LICENSE AGREEMENT SHALL BE LIMITED TO
THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR FIVE ($5.00) DOLLARS (USD).
The license granted herein applies only to the version of the Software downloaded or installed
in connection with the terms of this Agreement. Any previous or subsequent license granted to
You for use of the Software shall be governed by the terms and conditions of the agreement
entered in connection with downloading or installation of that version of the Software.
You agree that you will comply with all applicable laws and regulations with respect to the
Software, including without limitation all export and re-export control laws and regulations.
While redistributing the Software or Modifications thereof, You may choose to offer acceptance
of support, warranty, indemnity, or other liability obligations and/or rights consistent with
this Agreement. However, in accepting such obligations, You may act only on Your own behalf and
on Your sole responsibility, not on our behalf. You agree to indemnify, defend, and hold Us
harmless from and against any liability incurred by, or claims asserted against, Us by reason of
Your accepting any such support, warranty, indemnity or additional liability.
You agree to be identified as a customer of ours and You agree that We may refer to You by
name, trade name and trademark, if applicable, and may briefly describe Your business in our
marketing materials and web site.
You may not assign this License Agreement without the prior written consent of NoGray.com.
This License Agreement will inure to the benefit of the successors and assigns of NoGray.com.
You acknowledge that this License Agreement is complete and is the exclusive representation of
our agreement. No oral or written information given by Us or on our behalf shall create a warranty
or collateral contract, or in any way increase the scope of this License Agreement in any way, and
You may not rely on any such oral or written information.
If any provision in this License Agreement shall be determined to be invalid, such provision shall
be deemed omitted; the remainder of this License Agreement shall continue in full force and effect.
This License Agreement may be modified only by a written instrument signed by an authorized
representative of each party.
This Agreement is governed by the law of the State of California, United States (notwithstanding
conflicts of laws provisions), and all parties irrevocably submit to the jurisdiction of the courts
of the State of California and further agree to commence any litigation which may arise hereunder in the
state or federal courts located in the judicial district of Alameda County, California, US.
If the Software or any related documentation is licensed to the U.S. government or any agency
thereof, it will be deemed to be "commercial computer software" or "commercial computer software
documentation," pursuant to SFAR Section 227.7202 and FAR Section 12.212. Any use of the Software
or related documentation by the U.S. government will be governed solely by the terms of this