license.neo4j_commercial.license.txt Maven / Gradle / Ivy
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NEO4J EVALUATION AGREEMENT FOR NEO4J SOFTWARE
IMPORTANT - CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS NEO4J
EVALUATION AGREEMENT (THIS "AGREEMENT"). BY CLICKING "I ACCEPT," "CREATE", OR
PROCEEDING WITH THE INSTALLATION OF THE NEO4J ENTERPRISE SOFTWARE ("SOFTWARE"),
OR USING THE SOFTWARE YOU AS AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY ON
WHOSE BEHALF YOU INSTALL AND/OR USE THE SOFTWARE ("LICENSEE") ARE INDICATING
THAT YOU HAVE READ, UNDERSTAND AND ACCEPT THIS AGREEMENT WITH NEO4J, INC.
("NEO4J"), AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE
WITH ALL OF THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, COPY OR OTHERWISE USE
THE SOFTWARE. THE EFFECTIVE DATE OF THIS AGREEMENT SHALL BE THE DATE THAT
LICENSEE ACCEPTS THIS AGREEMENT.
1. Software Evaluation.
(a) License Grant. Subject to Licensee's compliance with the terms and
conditions of this Agreement, Neo4j hereby grants Licensee a limited, personal,
revocable, non-transferable, non-sublicensable, non-exclusive license during an
"Evaluation Period" commencing on the Effective Date and extending for the
period set forth in the trial request form or as otherwise specified by an
authorized Neo4j representative to use the Software on one or more Java(TM)
Virtual Machines (each an "Instance") to develop software applications (each,
an "Application"), all solely internally and solely for evaluation purposes as
necessary to determine the feasibility of using the Software. The Evaluation
Period may be extended by Neo4j in writing (an email from Neo4j management or
sales representative will suffice). The Software will be made available to
Licensee under this Agreement in object code only; no source code is provided
to Licensee under this Agreement. Without limiting any restrictions on
Licensee's use of the Software as set forth in Section 1(c) (Restrictions)
below and elsewhere in this Agreement, Licensee is expressly prohibited from
distributing any copy of the Software (whether in connection with an
Application-based product or service or otherwise) to any third party.
(b) Terms. Notwithstanding the fact that Licensee may already have obtained a
copy of the Software from Neo4j prior to the Effective Date for Licensee's use
under separate software license terms such as the AGPL, to the extent Licensee
uses the Software pursuant to the terms of this Agreement (as evidenced by
Licensee entering into this Agreement), Licensee's use of the Software is
solely and exclusively governed by the terms of this Agreement.
(c) Restrictions. Licensee may not, and will not permit or induce any third
party to: (i) decompile, reverse engineer, disassemble or otherwise attempt to
reconstruct or discover the source code, underlying ideas or algorithms of any
components of the Software; (ii) alter, modify, translate, adapt in any way, or
prepare any derivative work based upon the Software; (iii) rent, lease,
network, loan, pledge, encumber, sublicense, sell, distribute, disclose, assign
or otherwise transfer the Software or any copy thereof; (iv) use the Software
in commercial timesharing, rental or other sharing arrangements; or (v) remove
any proprietary notices from the Software or any related documentation or other
materials furnished or made available hereunder. In addition, Licensee agrees
to comply with all applicable local, state, national, and international laws,
rules and regulations applicable to Licensee's use of the Software.
(d) Proprietary Rights. Neo4j or its licensors retain all right, title and
interest in and to the Software and related documentation and materials,
including, without limitation, all patent, copyright, trademark, and trade
secret rights, embodied in, or otherwise applicable to the Software, whether
such rights are registered or unregistered, and wherever in the world those
rights may exist. Licensee shall not commit any act or omission, or permit or
induce any third party to commit any act or omission inconsistent with Neo4j's
or its licensors' rights, title and interest in and to the Software and the
intellectual property rights embodied therein or applicable thereto. All
materials embodied in, or comprising the Software, including, but not limited
to, graphics, user and visual interfaces, images, code, applications, and text,
as well as the design, structure, selection, coordination, expression, "look
and feel", and arrangement of the Software and its content, and the trademarks,
service marks, proprietary logos and other distinctive brand features found in
the Software ("Neo4j Marks"), are all owned by Neo4j or its licensors; Licensee
is expressly prohibited from using the Neo4j Marks. Title to the Software shall
not pass from Neo4j to Licensee, and the Software and all copies thereof shall
at all times remain the sole and exclusive property of Neo4j. Licensee's
embedding or integration of the Software into an Application is not considered
a derivative work. There are no implied rights or licenses in this Agreement.
All rights are expressly reserved by Neo4j.
(e) Third Party Software. Neo4j may in its sole discretion, make available
third party software ("Third Party Software") embedded in, or otherwise
provided with, the Software. Third Party Software is expressly excluded from
the defined term "Software" as used throughout this Agreement. Licensee's use
of the Third Party Software is subject to the applicable third party license
terms which can be viewed at https://neo4j.com/terms/thirdpartylicenses/, and such
Third Party Software is not licensed to Licensee under the terms of this
Agreement. If Licensee does not agree to abide by the applicable license terms
for the Third Party Software, then Licensee may not access or use the Software
or the Third Party Software. Licensee is solely and exclusively responsible for
determining if Licensee is permitted to use the Third Party Software in
connection with any Application and Licensee should address any questions in
this regard directly to the relevant Third Party Software licensor. Neo4j makes
no representation or warranty that Licensee is entitled to use the Third Party
Software in connection with any Application.
2. Term & Termination.
(a) Term. Subject to termination as set forth in this Section, the term of this
Agreement will commence on the Effective Date and will continue until the end
of the Evaluation Period, unless extended in writing by an authorized Neo4j
representative (e-mail will suffice for such extension).
(b) Termination. Neo4j may terminate this Agreement immediately with or without
notice if the Licensee breaches its obligations under this Agreement. Licensee
may terminate this Agreement immediately by ceasing use of the Software.
(c) Effects of Termination. Upon the termination of this Agreement for any
reason, the licenses granted under this Agreement shall immediately terminate
and unless Licensee and Neo4j have entered into a subsequent commercial written
license agreement governing the Software, Licensee shall uninstall the
Software. Within ten (10) calendar days of such termination, each party shall
destroy or return all confidential and/or proprietary information of the other
party in its possession, and will not make or retain any copies of such
information in any form, except that the receiving party may retain one (1)
archival copy of such information solely for purposes of ensuring compliance
with this Agreement. If Licensee has not un-installed the Software within five
(5) days of Neo4j's written notice to Licensee of such failure: (i) Neo4j shall
have the right to invoice Licensee at list price for the number of Instances
being used for an annual period; (ii) Licensee's use will be subject to the
terms and conditions of Neo4j's then-current standard Software License and
Services Agreement terms; and (iii) Licensee agrees to pay such fees in
accordance with the terms of such Software License and Services Agreement.
Notwithstanding the foregoing, the following terms shall survive the
termination of this Agreement, together with any other terms which by their
nature are intended to survive such termination: Section 1(c) (Restrictions),
1(d) (Proprietary Rights), 1(e) (Third Party Software), 2(c) (Effects of
Termination), 3(a) ("Confidentiality"), 3(b) (Feedback), 4 (Disclaimer of
Warranties), 5 (Indemnification), 6 (Limitation of Liability) and 9 (General).
3. Confidentiality & Feedback.
(a) Confidentiality. "Confidential Information" means any proprietary
information received by the other party during, or prior to entering into, this
Agreement that a party should know is confidential or proprietary based on the
circumstances surrounding the disclosure including, without limitation, the
Software and any non-public technical and business information. Confidential
Information does not include information that (a) is or becomes generally known
to the public through no fault of or breach of this Agreement by the receiving
party; (b) is rightfully known by the receiving party at the time of disclosure
without an obligation of confidentiality; (c) is independently developed by the
receiving party without use of the disclosing party's Confidential Information;
or (d) the receiving party rightfully obtains from a third party without
restriction on use or disclosure. Licensee and Neo4j will maintain the
confidentiality of Confidential Information. The receiving party of any
Confidential Information of the other party agrees not to use such Confidential
Information for any purpose except as necessary to fulfill its obligations and
exercise its rights under this Agreement. The receiving party shall protect the
secrecy of and prevent disclosure and unauthorized use of the disclosing
party's Confidential Information using the same degree of care that it takes to
protect its own confidential information and in no event shall use less than
reasonable care. The receiving party may disclose the Confidential Information
of the disclosing party if required by judicial or administrative process,
provided that the receiving party first provides to the disclosing party prompt
notice of such required disclosure to enable the disclosing party to seek a
protective order. Upon termination or expiration of this Agreement, the
receiving party will, at the disclosing party's option, promptly return or
destroy (and provide written certification of such destruction) the disclosing
party's Confidential Information.
(b) Feedback. To the extent Licensee sends or transmits any communications,
comments, questions, suggestions, or related materials to Neo4j, whether by
letter, e-mail, telephone, or otherwise ("Feedback") suggesting or recommending
changes to the Software, including, without limitation, new features or
functionality relating thereto, Licensee hereby grants Neo4j a perpetual,
irrevocable, non-exclusive, royalty-free, fully-paid-up, fully-transferable,
worldwide license (with rights to sublicense through multiple tiers of
sublicensees) under Licensee's and its licensors' intellectual property rights
to reproduce, prepare derivative works of, distribute, perform, display, and
otherwise fully use, practice and exploit such Feedback for any purpose
whatsoever, including but not limited to, developing, manufacturing, having
manufactured, licensing, marketing, and selling, directly or indirectly,
products and services using such Feedback. Licensee agrees and understands that
Neo4j is not obligated to use, display, reproduce, or distribute any such
ideas, know-how, concepts, or techniques contained in the Feedback, and
Licensee has no right to compel such use, display, reproduction, or
distribution.
4. Limited Development Support and Disclaimer of Warranties. Neo4j may elect in
its sole discretion to provide You with limited development support on the use
of the Software during Neo4j's standard business hours. I) THE SOFTWARE IS
PROVIDED TO LICENSEE ON AN "AS IS" BASIS, WITH ANY AND ALL FAULTS, AND WITHOUT
ANY WARRANTY OF ANY KIND; AND (II) NEO4J EXPRESSLY DISCLAIMS ALL
REPRESENTATIONS, WARRANTIES AND CONDITIONS WHETHER EXPRESS, IMPLIED, STATUTORY,
OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND
NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NEO4J DOES NOT WARRANT THAT THE
SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, OR THAT THE OPERATION OF THE
SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE
WILL BE CORRECTED. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE USE OF
THE SOFTWARE AND ALL RESULTS OF SUCH USE IS SOLELY AT LICENSEE'S OWN RISK. NO
ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NEO4J OR ITS AUTHORIZED
REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY
WARRANTY. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF
IMPLIED WARRANTIES OR CONDITIONS, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED
WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO
LICENSEE. IN SUCH EVENT, NEO4J'S WARRANTIES AND CONDITIONS WITH RESPECT TO THE
SOFTWARE AND SERVICES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY
APPLICABLE LAW IN SUCH JURISDICTION.
5. Indemnification.
(a) Indemnification. Licensee hereby agrees to indemnify, defend and hold
harmless Neo4j and its parents, affiliates, subsidiaries, licensors, and third
party service providers, and its and their respective officers, directors,
employees, agents, representatives, and contractors (each, a "Neo4j Party"),
from and against any and all liability and costs (including, without
limitation, attorneys' fees and costs) incurred by any Neo4j Party in
connection with any actual or alleged claim arising out of, or relating to: (i)
Licensee's breach of this Agreement, any license applicable to the Third Party
Software, or any applicable law, rule or regulation and (ii) Licensee's gross
negligence, fraudulent misrepresentation or willful misconduct.
(b) Procedure. Counsel Licensee selects for the defense or settlement of a
claim must be consented to by Neo4j prior to counsel being engaged to represent
any Neo4j Party. Licensee and Licensee's counsel will cooperate as fully as
reasonably required, and provide such information as reasonably requested, by
Neo4j in the defense or settlement of any claim. Neo4j reserves the right, at
its own expense, to assume the exclusive defense or settlement, and control of
any matter otherwise subject to indemnification by Licensee. Licensee shall not
in any event, consent to any judgment, settlement, attachment, or lien, or any
other act adverse to the interests of any Neo4j Party without the prior written
consent of each relevant Neo4j Party.
6. Limitation of Liability.
(a) Consequential Damages Waiver. UNDER NO CIRCUMSTANCES, SHALL ANY NEO4J PARTY
BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES, (INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS
OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR RELATING TO THE USE
AND/OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF THE LEGAL THEORY UPON WHICH
ANY CLAIM FOR SUCH DAMAGES IS BASED AND EVEN IF A NEO4J PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
(b) Limitation of Damages. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL
THE NEO4J PARTIES' TOTAL CUMULATIVE LIABILITY TO LICENSEE OR ANY THIRD PARTY
FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT,
INCLUDING NEGLIGENCE AND STRICT LIABILITY, OR OTHERWISE) EXCEED THE AMOUNT OF
TWO HUNDRED AND FIFTY DOLLARS ($250.00).
(c) Liability for Third Party Software. IF ANY LIABILITY ATTACHES TO ANY NEO4J
PARTY IN RESPECT OF THIRD PARTY SOFTWARE, SUCH LIABILITY WILL BE LIMITED BY
THIS SECTION 6 AND THE DISCLAIMER OF WARRANTIES SET FORTH IN SECTION 4
(DISCLAIMER OF WARRANTIES) ABOVE.
(d) Failure of Essential Purpose. THE PARTIES AGREE THAT THESE LIMITATIONS
SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS
FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS MAY NOT ALLOW
THE EXCLUSION OR LIMITATION OF INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER
DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO LICENSEE. IN
SUCH EVENT, THE LIABILITY OF THE NEO4J PARTIES FOR SUCH DAMAGES WITH RESPECT TO
THE SOFTWARE AND CONSULTING SERVICES WILL BE LIMITED TO THE GREATEST EXTENT
PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION. The sections of this
Agreement that address indemnification, limitation of liability and the
disclaimer of warranties allocate the risk between the parties. This allocation
of risk is an essential element of the basis of the bargain between the parties.
7. Government Rights. The Software licensed to Licensee under this Agreement is
"commercial computer software" as that term is described in DFAR
252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S.
Government acquires this commercial computer software and/or commercial
computer software documentation subject to the terms of this Agreement as
specified in 48 C.F.R. 12.212 (Computer Software) and 12.11 (Technical Data) of
the Federal Acquisition Regulations ("FAR") and its successors. If acquired by
or on behalf of any agency within the Department of Defense ("DOD"), the U.S.
Government acquires this commercial computer software and/or commercial
computer software documentation subject to the terms of this Agreement as
specified in 48 C.F.R. 227.7202 of the DOD FAR Supplement and its successors.
8. Export. Licensee acknowledges that the laws and regulations of the United
States of America and foreign jurisdictions may restrict the export and
re-export of certain commodities and technical data of United States of America
origin, including the Software. Licensee agrees that it will comply with all
export control laws and regulations.
9. General. This Agreement will be construed and enforced in all respects in
accordance with the laws of the state of California, without reference to its
choice of law rules. Except as set forth below in this Section, the federal and
state courts seated in San Francisco, San Mateo and Santa Clara Counties,
California, will have sole and exclusive jurisdiction for all purposes in
connection with any action or proceeding that arises from, or relates to, this
Agreement, and each party hereby irrevocably waives any objection to such
exclusive jurisdiction. Notwithstanding anything in this Agreement to the
contrary, Neo4j may seek injunctive or other equitable relief in any court of
competent jurisdiction to protect any actual or threatened misappropriation or
infringement of its intellectual property rights or those of its licensors, and
Licensee hereby submits to the exclusive jurisdiction of such courts and waives
any objection thereto on the basis of improper venue, inconvenience of the
forum or any other grounds. Licensee agrees that any breach of the license
restrictions or other infringement or misappropriation of the intellectual
property rights of Neo4j or its licensors will result in immediate and
irreparable damage to Neo4j for which there is no adequate remedy at law. The
United Nations Convention on Contracts for the International Sale of Goods in
its entirety is expressly excluded from this Agreement, including, without
limitation, application to the Software provided hereunder. Furthermore, this
Agreement (including without limitation, the Software provided hereunder) will
not be governed or interpreted in any way by referring to any law based on the
Uniform Computer Information Transactions Act (UCITA) or any other act derived
from or related to UCITA. Licensee consents to receive communications from
Neo4j electronically, including by e-mail. Licensee agrees that all agreements,
notices, disclosures, and other communications that Neo4j provides to Licensee
electronically satisfy any legal requirement that such communications be in
writing, to the extent permitted by applicable law. Licensee shall not assign
this Agreement or transfer any of its rights hereunder, or delegate the
performance of any of its duties or obligations arising under this Agreement,
whether by merger, acquisition, sale of assets, operation of law, or otherwise,
without the prior written consent of Neo4j. Any purported assignment in
violation of the preceding sentence is null and void. Subject to the foregoing,
this Agreement shall be binding upon, and inure to the benefit of, the
successors and assigns of the parties thereto. Except as otherwise specified in
this Agreement, this Agreement may be amended or supplemented only by a writing
that refers explicitly to this Agreement and that is signed on behalf of both
parties. No waiver will be implied from conduct or failure to enforce rights.
No waiver will be effective unless in a writing signed on behalf of the party
against whom the waiver is asserted. If any term of this Agreement is found
invalid or unenforceable that term will be enforced to the maximum extent
permitted by law and the remainder of this Agreement will remain in full force.
The parties are independent contractors and nothing contained herein shall be
construed as creating an agency, partnership, or other form of joint enterprise
between the parties. This Agreement represents the entire agreement between the
parties relating to its subject matter and supersedes all prior and/or
contemporaneous representations, discussions, negotiations and agreements,
whether written or oral, except to the extent Neo4j makes any software or other
products and services available to Licensee under separate written terms. This
Agreement shall not be interpreted or construed to confer any rights or
remedies on any third parties, except that each Neo4j Party shall be a third
party beneficiary hereunder and accordingly, shall be entitled to directly
enforce and rely upon any provision of this Agreement that confers a right or
remedy in favor of it.