Enterprise Developer License

OrientDB Developer License Terms

PLEASE READ THIS DEVELOPER LICENSE TERMS (“AGREEMENT”) CAREFULLY. BY CLICKING A BOX INDICATING ACCEPTANCE, DOWNLOADING OR USING THE SOFTWARE DOWNLOADED (“Licensed Software”), YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS AND AGREE TO THEM. IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT WISH TO BE BOUND BY THE TERMS, THEN YOU MUST NOT USE THE LICENSED SOFTWARE.

1. Software License

Subject to the terms and conditions of this Agreement, OrientDB Ltd grants you a non-exclusive, non-transferable, non-sublicensable, limited, royalty-free license to use the unmodified Licensed Software, without the right to re-distribute to any third party, only for purposes of designing, developing, and testing your software programs together with other OrientDB software. This software cannot be used in Production environments where a Commercial License is needed.

2. Ownership

The Licensed Software is licensed, not sold. OrientDB Ltd retains title, ownership, and all associated intellectual property of Licensed Software. You will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on the Licensed Software as delivered to you.

3. Restrictions
Licensed Software is confidential and copyrighted. Except as expressly permitted under this Agreement, you agree not to assign, distribute, transfer, lease, disassemble, decompile, reverse engineer, modify, or create derivative works of the Licensed Software, in whole or in part, or permit or authorize a third party to do so.

4. Term

This Agreement is effective until terminated. OrientDB Ltd reserves the right, in its sole discretion, to terminate this Agreement upon 30-days’ written notice. You may terminate this Agreement at any time by destroying all copies of Licensed Software. This Agreement will terminate immediately without notice from OrientDB Ltd if you fail to comply with any provision of this Agreement. Either party may terminate this Agreement immediately should any Licensed Software become, or in either party’s opinion be likely to become, the subject of a claim of infringement of any intellectual property right. Upon termination, you must destroy all copies of Licensed Software.

5. Feedback

If you provide any suggestions, feedback, or improvements to the Licensed Software, OrientDB Ltd will have the right to use and have others use such suggestions, feedback, and improvements for any purpose. You hereby irrevocably assign to OrientDB Ltd all rights, title and interest in such suggestions, feedback, or improvements.

6. Disclaimer of Warranty

Unless required by applicable law or agreed to in writing, OrientDB Ltd provides Licensed Software on an “as-is” basis. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ORIENTDB PROVIDES NO OTHER WARRANTIES REGARDING THE LICENSED SOFTWARE, AND TO THE FULLEST EXTENT PERMITTED BY LAW DISCLAIMS ALL OTHER WARRANTIES, TERMS AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES, TERMS AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ORIENTDB OR ELSEWHERE WILL CREATE ANY WARRANTY, TERM OR CONDITION UNLESS EXPRESSLY STATED IN THIS AGREEMENT.

7. Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall OrientDB Ltd be liable for the cost of procurement of substitute goods or technology, loss of profits, or for any special, consequential, incidental, punitive or indirect damages on any theory of liability, whether in contract, tort, strict liability or otherwise, even if advised of the possibility of such damages. To the fullest extent permitted by applicable law, in no event shall the total liability of OrientDB to you under this Agreement exceed one hundred pounds (GBP 100.00).

8. Miscellaneous

8.1. Assignment. You may not assign this Agreement by operation of law or otherwise. OrientDB Ltd may assign this Agreement upon written notice.
8.2. Entire Agreement. This Agreement constitutes the complete Agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party.
8.3. Export Controls. By using the Licensed Software, you agree to comply with all import, export, and re-export restrictions and regulations of the United States and other countries.
8.4. Inspection. During the term of this Agreement and for one year thereafter, OrientDB or its designated agent may inspect your facilities and records to verify your compliance with the Agreement. Any such inspection will take place only during your normal business hours and upon no less than 15 days prior written notice.
8.5. Governing Law. This Agreement is to be construed in accordance with the laws of England & Wales and all disputes, claims or proceedings between the parties relating to the validity, construction or performance of this Agreement shall be subject to the exclusive jurisdiction of the Courts of England & Wales.
8.6. Severability and Waiver. If any provision of this Agreement (or any portion hereof) is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.
8.7. Third Party Code. Additional copyright notices and license terms that may be applicable to portions of the Licensed Software are set forth, if any, in a license.txt file.

9. Questions

If you have questions, please contact us at info@orientdb.com.

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