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LICENSE
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Ontotext End-User License Agreement
This Ontotext License Agreement ("Agreement") is entered into by and
between:
1. ONTOTEXT AD, a company registered in the Bulgarian Commercial
Register with UIC 200421236, VAT number: BG200421236, with
headquarters in 1700 Sofia, Bulgaria, company address: 79 Nikola
Gabrovski Str., 3rd Floor (hereinafter referred to the
"Licensor"), and
2. You (hereinafter referred to "Licensee"),
as of the first date on which occurred one of the following: (i)
Licensee has agreed to the terms and conditions of this Agreement, or
(ii) first usage of the Licensed Software by Licensee (the "Effective
Date"), agreed to the following:
Article 1. Definitions
When used in this Agreement, the following terms shall have the
respective meanings indicated, such meanings to be applicable to both
the singular and plural forms of the terms defined:
1. "Licensed Software" or "Software" shall mean GraphDB Software and
any applicable add-on with product line and version as specified
in the individual license agreement signed between Licensor and
Licensee and related Documentation, including all legally
obtained Updates, Upgrades and modifications to such products
that may be provided from time to time by the Licensor. If there
is no individual license agreement signed between Licensor and
Licensee, GraphDB product line and version shall be considered as
per the provided License Key. If no License Key is provided, it
shall be considered that GraphDB Free is provided to Licensee.
2. Licensed Software does not include Interfaces and application
programming interfaces ("Third-Party Products and Libraries")
which are distributed together with the Licensed Software, but
licensed directly from their respective owners. Detailed
information about the Third-Party Products and Libraries is
provided in the file described in Article 10, Paragraph 2.
3. "Documentation" shall mean the operating instructions, user
manuals, "read-me" files, and all technical information and
reference materials related to the Software, in whatever form,
provided by the Licensor.
4. "Updates" shall mean any subsequent releases of the Licensed
Software that Licensor makes generally available to Licensee from
time to time and that is intended to replace a prior Licensed
Software release and when applied become a part of the Licensed
Software. Updates are minor software enhancements, patches or bug
fixes to the Software. Depending on the nature of the changes,
there might or might not be change in the release number of the
Licensed Software.
5. "Upgrade" shall mean any subsequent releases of the Licensed
Software that Licensor makes generally available to Licensee from
time to time and that is intended to replace a prior Licensed
Software release and when applied become a part of the Licensed
Software. Upgrade is a newer version of the Licensed Software
with new features or significant enhancements indicated by a
change in the release number of the Licensed Software.
6. "CPU Core" means any actual or virtual (including Hyper
Threading) processing part of a Central Processing Unit (CPU)
chip minus the cache. The number of the CPU Cores is determined
by the number available to the Java Virtual Machine.
7. "License Key" shall mean a text file or symbol string which will
enable you to activate the Licensed Software for initial
evaluation or for production usage. You may not re-license,
reproduce or distribute any License Key except with the express
written permission of Licensor. Any change, update or upgrade of
the License Key associated with the Licensed Software license
does not constitute the granting of a second license.
8. "Intellectual property" or "Intellectual property rights" shall
mean:
(a) Software (including but not limited to the Licensed
Software), Updates, source and binary code, all
copyrightable works, all copyrights and related rights, all
applications, registrations and renewals in connection
therewith, all moral rights and all other works of
authorship, including all mask work rights;
(b) All Documentation and additional technical information,
including, without limitation to all source code comments,
all algorithms, ideas, structure, organization, source code
and other information related to the Licensed Software;
(c) Databases, Database authorship rights and rights over data
compilations;
(d) Patents and all inventions (whether or not patentable and
whether or not reduced to practice), all improvements
thereto, and all patents, patent applications, and patent
disclosures, together with all reissuances, divisions,
continuations, continuations-in-part, revisions, renewals,
extensions, and reexaminations thereof,
(e) All trade secrets, business and technological know-how,
software development methodologies,
(f) All registered and unregistered trademarks, service marks,
domain names, logos, trade names, and corporate names,
together with all translations, adaptations, derivations,
and combinations thereof and including all goodwill
associated therewith, and all applications, registrations
and renewals in connection therewith,
(g) All derivative works of any of the foregoing;
(h) Any other similar rights or intangible assets recognized
under any laws or international conventions, and in any
country or jurisdiction in the world, as intellectual
creations to which rights of ownership accrue, and all
registrations, applications, disclosures, renewals,
extensions, continuations or reissues of the foregoing now
or hereafter in force, and
(i) All copies and tangible embodiments of all of the foregoing
(a) through (h) in any form or medium throughout the world.
Article 2. License Grant
1. Licensor hereby grants to Licensee, for the term of this
Agreement (as defined in Article 4), a worldwide, nonexclusive,
non-transferable and non-assignable limited right and license to
use the type and number of copies of Licensed Software,
Documentation and access to web services:
(a) for which the applicable license fees and royalties have
been paid,
(b) for Licensee's own internal use, and
(c) in accordance with the licensed number of CPU Cores, the
additional purpose specific limitations and the licensed
configuration (i) listed in the individual license agreement
signed between Licensor and Licensee, or (ii) as per the
provided License Key, or (iii) of GraphDB Free.
2. Licensee may make copies of the Licensed Software in machine-
readable form for back-up and archival purposes only. All copies
of the Licensed Software will be subject to the terms of this
Agreement.
3. The Licensee receives the License Grant after full payment of the
fees specified in Article 5 and the payment terms and schedule
specified in Article 6.
Article 3. Uses Not Permitted
1. Except as provided herein, Licensee shall not sublicense, sell,
rent, lease, lend, assign, provide as a remote service (software
as a service) or time-share any Licensed Software, web services
or Documentation. Licensee shall not act as a service bureau or
commercial application service provider that allows third-party
access to the Licensed Software, web services and Documentation.
Licensee shall not use Licensed Software, web services or
Documentation for a site or service and operate the site or the
service for a profit or generate revenue through direct or
indirect methods (e.g., advertising or by charging for access to
the site or service).
2. Licensee shall not reverse engineer, decompile, or disassemble
Software, web services or Documentation except to the extent that
such activity is expressly permitted by applicable law
notwithstanding this restriction.
3. Notwithstanding the foregoing limitations, Licensee shall use the
free version of the Licensed Software (GraphDB Free) only for
non-production purposes (development, staging, testing).
Any production usage of GraphDB Free is explicitly prohibited.
Article 4. Term
1. This Agreement shall become effective on the Effective Date and
shall expire with the expiry of one (1) year ("Initial Term"),
unless such License Term is renewed as per the following
paragraph ("Renewal Term") or the Agreement is early terminated
as provided in Article 16.
2. The license for the Licensed Software shall automatically renew
for subsequent one-year periods, unless terminated with a sixty
(60) day notice prior to the expiry of any given license period.
Article 5. Fees
In consideration for the license rights granted herein, Licensee agrees
to pay to Licensor the license fees specified in the individual license
agreement signed between Licensor and Licensee.
Article 6. Payment terms and payment schedule
Licensee agrees to pay to Licensor the fees according to the following
terms:
1. All payments due to Licensor shall be made within 30 days as of
the day Licensor provides an invoice to Licensee (through email)
and in the currency specified in the individual license agreement
signed between Licensor and Licensee.
2. Licensor may issue and provide an invoice for all due amounts
under this Agreement at any point in time after the Effective
Date.
3. All bank and transfer fees shall be covered by the Licensee.
4. Late payments shall incur interest at the rate of 12% (twelve
percent) per annum from the date such payments were originally
due.
Article 7. Licensor's Obligations and Warranties
1. Beginning upon the receipt of the License fee or if no License
fee is due beginning upon the Effective Date, Licensor shall
provide Licensee with the Licensed Software as a download from a
Licensor's website and will send an email with a License Key file
for each copy of the Licensed Software.
2. Licensor represents and warrants that:
(a) it has the right and power to grant the licenses granted
herein,
(b) it has the right to distribute the software specified in
Article 11;
(c) there are no other agreements with any other party in
conflict with such grant and
(d) it has no actual knowledge that the Licensed Software
infringes any valid rights of any third party.
Article 8. Services Not Included
1. For avoidance of any doubt, the provision of the following
services is not included in this Agreement and may be subject to
separate agreements between the parties:
(a) Maintenance
(b) Customer Support
(c) Custom Software Development
(d) Training
(e) Hosting
(f) Software Installation and Administration
(g) Procurement or
(h) any other services not explicitly included in the individual
license agreement signed between Licensor and Licensee.
Article 9. General Terms
This Agreement is an absolute prerequisite for conclusion of any other
agreement concerning the Licensed Software and shall serve as general
terms for each and every contract for the Licensed Software.
Article 10. Distribution of Third Party Components
1. Licensor may distribute complementary software products, tools
and libraries for use with the Licensed Software.
2. The Third-Party Products and Libraries listed in the
"THIRD_PARTY_LICENSES.html" file located in the doc directory of
the Licensed Software distribution may be distributed together
with the Licensed Software, but are property of and licensed
directly from their respective owners.
3. The relevant terms for the licensing of and additional
information about Third-Party Products and Libraries is contained
in the file described in the previous paragraph.
Article 11. Licensee's Obligations
1. Licensee shall fully comply with the marking provisions of the
intellectual property laws of the applicable jurisdictions.
2. Licensee shall not use Licensed Software or web services to
transfer or exchange any material where such transfer or exchange
is prohibited by intellectual property laws or any other
applicable laws.
3. Except to the extent that applicable law prohibits this
restriction, Licensee shall not make any attempt to circumvent
the technological measure(s) that controls access to or use of
Licensed Software, web services and Documentation.
4. Licensee shall not redistribute Licensed Software activation
License Key(s), registration number/license authorization
file(s), developer license file(s), or web services access codes
to third parties.
5. Licensee shall not remove or obscure any Licensor or its
licensors' patent, copyright, trademark, or proprietary rights
notices contained in or affixed to Software, web services or
Documentation.
6. Licensee shall not unbundle individual or component parts of
Licensed Software or data for independent use.
7. Licensee shall not translate, disassemble, reverse engineer,
decompile or otherwise attempt to reconstruct or discover any
source code or underlying ideas or algorithms of, or embodied in
the Licensed Software. Licensee shall not cause or permit
unauthorized copying, reproduction or disclosure of any portion
of the Licensed Software, Updates or Upgrades or any
instructions, manuals, or other Documentation, or the delivery or
distribution of any part of either the Software or the
Documentation, to any third person or entity, for any purpose
whatsoever, including, but not limited to, transmission,
uploading, downloading, leasing, or operating the Licensed
Software as a remote service (software as a service), timeshare
or service bureau without the prior written consent of Licensor.
Article 12. Ownership of Intellectual Property
1. Licensee acknowledges and agrees that Licensor shall retain and
own all right, title and interest and all Intellectual Property
and Intellectual Property Rights in and to all of the Licensed
Software, Documentation, Updates, Upgrades and all copies
thereof, and that nothing herein transfers or conveys to Licensee
any ownership right, title or interest in or to the Licensor's
Intellectual Property to any copy thereof or any license right
with respect to same not expressly granted herein.
2. Licensee agrees that it will not, either during or after the
termination of this Agreement, contest or challenge the ownership
of the intellectual property rights in the Licensor's
Intellectual Property.
Article 13. Acknowledgement of Intellectual Property Rights
1. Licensee acknowledges that the Licensed Software and any copies
that Licensee is authorized by Licensor to make are the
intellectual property of and are owned by Ontotext and the
explicitly specified third parties.
2. The structure, organization and code of the Licensed Software are
the valuable trade secrets and confidential information of
Licensor and its suppliers.
3. The Licensed Software is protected by copyright, international
treaty provisions and applicable laws in the country in which it
is being used.
4. You acknowledge that Licensor retains the ownership of all
patents, copyrights, trade secrets, trademarks and other
Intellectual property rights pertaining to the Software, and that
Licensor's ownership rights extend to any images, photographs,
animations, videos, audio, music, text and "applets" incorporated
into the Software and all accompanying printed materials.
5. Licensee will take no actions which adversely affect Licensor's
intellectual property rights in the Software.
Article 14. Trademarks
1. Trademarks shall be used in accordance with accepted trademark
practice, including identification of trademark owners' names.
Trademarks may only be used to identify printed output produced
by the Software, and such use of any trademark does not give you
any right of ownership in that trademark.
2. RDF, XHTML, XML and XSL are trademarks (registered in numerous
countries) of the World Wide Web Consortium (W3C); marks of the
W3C are registered and held by its host institutions, MIT, INRIA
and Keio. Except as expressly stated above, this Agreement does
not grant you any Intellectual Property Rights in the Software.
Notifications of claimed copyright infringement should be sent to
Ontotext's copyright agent as further provided on the Ontotext
Web Site.
Article 15. Taxes due
License Fees specified in Article 5 or previously quoted to Licensee are
exclusive of any and all taxes or fees, including, but not limited to,
sales tax, use tax, value-added tax (VAT), customs, duties, or tariffs,
and shipping and handling charges.
Article 16. Termination
1. If either party breaches this Agreement, the non-defaulting party
may give written notice to the defaulting party of the breach.
The defaulting party shall have thirty (30) days from the date of
such notice in which to cure the breach. If the default is not
cured during the thirty-day period, this Agreement shall
automatically terminate at the end of that period.
2. Either party may terminate this Agreement without cause effective
as of the end of the Initial Term or any Renewal Term by
providing the other with not less than 2 (two) months written
notice prior to the end of the Initial Term or such Renewal Term.
3. Licensor may terminate this Agreement at any time and for any
reason by providing 2 (two) months written notice to Licensee.
4. Termination of this Agreement shall not limit or restrict any of
the remedies otherwise available to the parties hereunder or at
law.
Article 17. Effects of Termination
1. Upon termination of this Agreement for any reason, all rights and
licenses granted to Licensee under this Agreement shall terminate
and revert to Licensor.
2. Upon termination of this Agreement for any reason, Licensee
shall:
(a) immediately return to Licensor all Confidential Information
including the copies of Intellectual property, business and
technical information, catalogues and literature in its
possession, custody or control in whichever form held
(including all copies or embodiments thereof);
(b) cease using any trademarks, service marks and other
designations of Licensor;
(c) no longer identify or hold itself out as a user of Licensed
Software.
Article 18. Survival
1. The following provisions shall survive the termination or
expiration of this Agreement for any reason and shall remain in
effect after any such termination or expiration:
(a) All obligations relating to ownership and protection of
Intellectual Property Rights;
(b) All obligations relating to royalties and license fee
payments;
(c) All obligations relating to non-use and nondisclosure of
Confidential Information;
(d) All obligations relating to indemnification and protection
of proprietary rights;
(e) All obligations to make payments of amounts that are or
become due under this Agreement prior to termination; and
(f) All provisions regarding the limitations of warranty, remedy
and liability.
Article 19. Indemnification
1. Licensee agrees to defend, indemnify and hold Licensor and its
officers, directors, agents and employees harmless against all
costs, expenses and losses (including reasonable attorney fees
and costs) incurred through claims of third parties against
Licensor based on the use of the Licensed Software including, but
not limited to, actions founded on product liability.
2. Licensor agrees to defend, indemnify and hold Licensee and its
officers, directors, agents and employees harmless against all
costs, expenses and losses (including reasonable attorney fees
and costs) incurred through claims of third parties against
Licensee based on a breach by Licensor of any representation or
warranty made in this Agreement.
3. Licensor will, at its own expense, defend Licensee in any action,
suit or claim ("Claim"), brought before a court anywhere in the
European Union and the United States of America, by a third party
alleging that one or more of the Licensed Software infringes
patent, trademark, trade secret, copyright or any other
proprietary rights of such third party anywhere in the European
Union and the United States of America. As conditions for such
defense and satisfaction by Licensor:
(a) Licensee will notify Licensor promptly in writing upon
becoming aware of all pending claims and suits;
(b) Licensee will give Licensor sole control of the defense and
settlement of such suits;
(c) Licensee will cooperate fully with Licensor in the defense
or settlement of such Claim; and
(d) Licensee will not settle the Claim without Licensor's
consent, or compromise the defense of such Claim.
4. The indemnity herein does not extend to:
(a) any Claim based upon infringement or alleged infringement of
any patent, trademark or copyright by the combination of the
Licensed Software provided by Licensor with Licensed Product
or other products not provided by or approved by Licensor;
(b) any Claim related to or in connection with any modification
of the Software not created by Licensor.
5. In any such Claim, Licensor will satisfy any final award for
infringement against Licensee, but in no event will Licensor
liability pursuant to this indemnity clause will exceed the fees
paid by Licensee during the past twelve (12) months.
6. The provisions of this Article state the sole and exclusive
liability of Licensor exclusive remedy with respect to any claim
of the nature described herein.
Article 20. Confidential Information
1. "Confidential Information" means all confidential and proprietary
information of a party ("Disclosing Party") disclosed to the
other party ("Receiving Party"), whether orally or in writing,
that is either marked or designated as confidential or is
identified in writing as confidential or proprietary within
fifteen (15) days of disclosure to the Receiving Party; provided
that the following shall be deemed to be Confidential Information
even if not so marked or identified:
(a) the terms and conditions of this Agreement (including
pricing and other terms reflected in all schedules hereto),
(b) Intellectual Property Rights,
(c) the Disclosing Party's business and marketing plans,
(d) technology and technical information,
(e) product designs, and business processes,
(f) any information or materials with the name, sign, trade name
or trademark of the Disclosing Party and
(g) any information that a reasonable person would deem
confidential or proprietary given the nature of the
information and the circumstances under which it is
disclosed.
2. "Confidential Information" does not include any item of
information which:
(a) is or becomes available in the public domain without the
fault of the Receiving Party;
(b) is disclosed or made available to the Receiving Party by a
third party without restriction and without breach of any
relationship of confidentiality;
(c) is independently developed by the Receiving Party without
access to the disclosing party's Confidential Information;
or
(d) is known to the recipient at the time of disclosure.
3. The Receiving Party shall not disclose or use any Confidential
Information of the Disclosing Party for any purpose outside the
scope of this Agreement, except with the Disclosing Party's prior
written permission; provided that a Receiving Party may disclose
any Confidential Information of the Disclosing Party to its
employees, attorneys and accountants who have a need to know such
Confidential Information for purposes of this Agreement and who
are bound to a written agreement protecting such Confidential
Information as required hereby.
4. The Receiving Party agrees to protect the confidentiality of the
Confidential Information of the Disclosing Party in the same
manner that it protects the confidentiality of its own
proprietary and confidential information of like kind, but in no
event shall either party exercise less than reasonable care in
protecting such Confidential Information.
5. If the Receiving Party is compelled by law to disclose
Confidential Information of the Disclosing Party, it shall
provide the Disclosing Party with prior notice of such compelled
disclosure (to the extent legally permitted) and reasonable
assistance, at Disclosing Party's cost, if the Disclosing Party
wishes to contest the disclosure.
6. If the Receiving Party discloses or uses (or threatens to
disclose or use) any Confidential Information of the Disclosing
Party in breach of this Article 20, the Disclosing Party shall
have the right, in addition to any other remedies available to
it, to seek injunctive relief to enjoin such acts, without the
necessity of posting bond, it being specifically acknowledged by
the parties that any other available remedies are inadequate.
7. Upon the termination of this Agreement for any reason whatsoever,
or upon request of a Disclosing Party, the Receiving Party shall
return to the Disclosing Party, or shall destroy, as the
Disclosing Party shall specify, all copies of all the Disclosing
Party's Confidential Information in the Receiving Party's
possession. Within five (5) days thereafter, the Receiving Party
shall provide the Disclosing Party with a certificate, executed
by the Receiving Party or by an officer of the Receiving Party,
confirming that all copies of all such Confidential Information
have been returned to the Disclosing Party or destroyed, as the
case may be.
Article 21. Disclaimer of Warranties
1. Limited Warranties. Except as otherwise provided in this Article,
Licensor warrants that:
(a) the unmodified Software will substantially conform to the
published Documentation, and
(b) media on which the Software, web services and Documentation
are provided will be free from defects in materials and
workmanship under normal use and service for a period of 90
days from the date of receipt.
2. Internet Disclaimer. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE
THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS AND
THAT:
(a) THE INTERNET IS NOT A SECURE INFRASTRUCTURE,
(b) THE PARTIES HAVE NO CONTROL OVER THE INTERNET, AND
(c) NONE OF THE PARTIES SHALL BE LIABLE FOR DAMAGES UNDER ANY
THEORY OF LAW RELATED TO THE DISCONTINUANCE OF OPERATION OF
ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE
INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF
THE WEB SERVICE.
3. General Disclaimer. EXCEPT FOR THE ABOVE EXPRESS LIMITED
WARRANTIES, ONTOTEXT DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS
OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND NON-
INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. LICENSOR DOES NOT
WARRANT AND DISCLAIMS THAT SOFTWARE, DATA, WEB SERVICES, OR
DOCUMENTATION WILL MEET LICENSEE'S NEEDS; THAT LICENSEE'S
OPERATION OF THE SAME WILL BE UNINTERRUPTED, ERROR FREE, FAULT
TOLERANT, OR FAIL SAFE; OR THAT ALL NONCONFORMITIES CAN OR WILL
BE CORRECTED. SOFTWARE, DATA, WEB SERVICES, AND DOCUMENTATION ARE
NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS
OR APPLICATIONS THAT MAY LEAD TO DEATH, PERSONAL INJURY, OR
PHYSICAL PROPERTY/ENVIRONMENTAL DAMAGE. ANY SUCH USE SHALL BE AT
LICENSEE'S OWN RISK AND COST.
4. Licensee's exclusive remedy and Licensor's entire liability for
breach of the limited warranties set forth in this Article shall
be limited, at Licensor's sole discretion, to:
(a) replacement of any defective media;
(b) repair, correction, or a workaround for the Licensed
Software; or
(c) return of the License fees paid by Licensee for Licensed
Software or Documentation that does not meet Licensor's
limited warranty, provided that Licensee uninstalls,
removes, and destroys all copies of Software or
Documentation and executes and delivers evidence of such
actions to Licensor or its authorized distributor.
Article 22. Limitation of Liabilities
1. In the event that Licensor provides Licensed Software or services
to Licensee free of charge, e.g., the provision of the Licensed
Software during a trial period or for research, academic or
marketing purposes, this shall be on an "as is" basis under
exclusion of any warranty obligations and Licensor will only be
liable for damages resulting from any intentional or grossly
negligent violation of its contractual duties.
2. Disclaimer of Certain Types of Liability. LICENSOR SHALL NOT BE
LIABLE TO LICENSEE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS
OR SERVICES; LOST PROFITS, LOST SALES, OR BUSINESS EXPENDITURES;
INVESTMENTS; BUSINESS COMMITMENTS; LOSS OF ANY GOODWILL; OR FOR
ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT OR USE OF
SOFTWARE, DATA, WEB SERVICES, OR DOCUMENTATION, HOWEVER CAUSED ON
ANY THEORY OF LIABILITY, WHETHER OR NOT LICENSOR OR ITS LICENSORS
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE
LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY.
3. General Limitation of Liability. LICENSOR'S TOTAL CUMULATIVE
LIABILITY HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND,
INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY,
MISREPRESENTATION, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS
PAID BY LICENSEE FOR SOFTWARE, DATA, WEB SERVICES, OR
DOCUMENTATION PURSUANT TO THIS LICENSE AGREEMENT FOR THE PERIOD
OF THE LAST SIX (6) MONTHS OF THIS AGREEMENT.
4. Applicability of Disclaimers and Limitations. Licensee agrees
that the limitations of liability and disclaimers set forth in
this License Agreement will apply regardless of whether Licensee
has accepted Software, web services, or Documentation or any
other product or service delivered by Licensor. The parties agree
that Licensor has set its fees and entered into this License
Agreement in reliance on the disclaimers and limitations set
forth herein, that the same reflect an allocation of risk between
the parties, and that the same form an essential basis of the
bargain between the parties. THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY.
Article 23. Assignment
Licensee is not allowed to assign or transfer any contractual rights or
duties to third parties, including any affiliates of Licensee, unless it
has obtained the prior written consent of Licensor. Licensor may assign
its contractual rights and duties (in whole or in part) to its
affiliates and third parties even without the consent of Licensee.
Article 24. Individual Agreement, Amendment and Waiver
1. This Agreement shall govern the relationship between Licensor and
Licensee to the extent it does not contradict the individual
license agreement signed between Licensor and Licensee. The
latter shall always prevail over the provisions of this
Agreement.
2. This Agreement may be amended unilaterally by the Licensor. Each
and every amendment shall take effect within thirty (30) days as
of the day the amendments are reflected at the following link:
https://graphdb.ontotext.com/LICENSE-GraphDB.txt.
3. No provision of this Agreement may be waived except by a written
document executed by the party entitled to the benefits of the
provision.
4. No waiver of a provision will be deemed to be or will constitute
a waiver of any other provision of this Agreement. A waiver will
be effective only in the specific instance and for the purpose
for which it was given, and will not constitute a continuing
waiver.
Article 25. No Benefit to Others
1. There are no intended third party beneficiaries of this
Agreement.
2. The representations, warranties, covenants, and agreements
contained in this Agreement are for the sole benefit of the
parties and their respective successors and permitted assigns,
and they are not to be construed as conferring any rights on any
other persons.
Article 26. Governing Law and Dispute Resolution
1. This Agreement shall be construed in accordance with, and all
actions arising hereunder shall be governed by, the laws of the
Republic of Bulgaria. Any dispute arising from this Agreement
shall be settled by the competent courts of the Republic of
Bulgaria.
2. This License Agreement shall not be governed by the United
Nations Convention on Contracts for the International Sale of
Goods, the application of which is expressly excluded. Either
party shall, at the request of the other, make available
documents or witnesses relevant to the major aspects of the
dispute.
Article 27. Force Majeure
Licensor shall not be responsible for failures of its obligations under
this Agreement to the extent that such failure is due to causes beyond
Licensor's control including, but not limited to, acts of God, war, acts
of any government or agency thereof, fire, explosions, epidemics,
quarantine restrictions, strikes, delivery services, telecommunication
providers, strikes, labor difficulties, lockouts, embargoes, severe
weather conditions, delay in transportation, or delay of suppliers or
subcontractors.
Article 28. Severability
If any provision of this Agreement is found to be invalid or
unenforceable by any court, such provision shall be ineffective only to
the extent that it is in contravention of applicable laws without
invalidating the remaining provisions of the Agreement. The invalid or
missing provision shall be replaced by such a valid provision that most
closely reflects the economic and business intention of the parties at
the time the agreement was concluded.
Article 29. Headings
Headings used in this Agreement are provided for convenience only and
shall not be used to construe meaning or intent.