This Developer License Agreement (“Agreement”) is a legal agreement between you, whether you are an individual or an entity, as the end user (referred herein as “You”) and MarkLogic Corporation (“MarkLogic”).
BEFORE YOU CLICK ON THE “ACCEPT” BUTTON AT THE END OF THIS AGREEMENT, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE “ACCEPT” BUTTON AND/OR ACCESSING OR USING ANY PART OR ALL OF THE PRODUCT (AS DEFINED BELOW), YOU EXPRESSLY AGREE TO BE BOUND BY ALL OF THE TERMS AND REQUIREMENTS OF THIS AGREEMENT AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND REQUIREMENTS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE PRODUCT.
(a) Grant. Subject to the terms and conditions of this Agreement, MarkLogic grants to You a limited, non-transferable, non-exclusive, internal use license to install, access, start and use MarkLogic software in binary executable form (“Software”), related documentation and, if you are a Faculty Member or Student, training manuals and materials provided to you by MarkLogic for academic or training purposes (collectively, the “Documentation”) solely for the permitted use as described herein (“Developer License”) and as used in conjunction with the license key or keys if and to the extent provided to You by MarkLogic (“Keys”). The Software and Documentation are sometimes collectively referred to herein as “Product”. Other than the uses permitted in this Agreement or under another agreement between the parties, this Developer License does not grant to You any title, right, interest or license in and to the Product or any support, modifications, enhancements, new releases or updates to it.
(b) Scope of Use. The Developer License may be used solely to provide databases of content (“Databases”) that You select for query only by You or Your authorized employees and contractors, or Your Students (as hereinafter defined) in the event you are a Faculty Member (as hereinafter defined), and is limited to only those lawful and internal activities:
(i) to evaluate the Product and demonstrate the Software in order to determine whether to purchase and license the Product from MarkLogic;
(ii) to use the Product for the purpose of (a) authoring and preparing tests, (b) prototyping and developing applications that interact and operate with the Software (as developed in accordance with the documentation for such Software) (“Applications”), (c) demonstrating your Applications, and (d) learning how to use the Software and for related training or academic purposes as part of a class at a degree-granting or certificate-granting educational institution, and not for any other purpose;
(iii) to use the Product for Databases with an aggregate storage size of up to 1TB in capacity (“Capacity”) across the cluster, cloud account or application, whichever is greater; and
(iv) within the License Term as set forth in Section 4 below.
Any copies of the Product that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software.
“Faculty Member” means an employee at any degree-granting or certificate-granting educational institution or any learning, teaching or training facility.
“Student” means an individual enrolled at a recognized degree-granting or certificate-granting educational institution for 3 or more credit hours in a degree-granting or certificate-granting education program or in a 9 months or longer certificate program.
(c) Restrictions. Except as expressly permitted herein, You must not, by Yourself, or through any of Your affiliates, agents or other third parties:
(i) use this Developer License for purposes other than for internal use or beyond the scope of use permitted in Sections 1(b) above;
(ii) disclose, without MarkLogic’s prior written consent, performance or capacity statistics or the results of any benchmark test performed on Software, if any;
(iii) sell, distribute, lease, rent, assign, license, sublicense, or otherwise transfer the Product, in whole or in part;
(iv) decipher, decompile, disassemble, reverse engineer or otherwise attempt to discover the source code, algorithm, tags, specifications, architecture, structure or other elements of the Software, the Keys, or any part thereof;
(v) modify, copy, adapt, translate or otherwise make any changes to the Product, the Keys or any part thereof;
(vi) create license keys or other programs or functionality that enable access to the Software, distribute Keys to third parties or cause such third parties to create, use or distribute the Keys, knowingly or otherwise;
(vii) except with respect to the limited purpose of demonstrating the functionality of the Product and so long as in accordance with the other terms of this Agreement, use the Product to load content on any other public Web servers for use by the public or provide Databases created and/or maintained by You located on a public Web server operated by You for query by the public;
(viii) allow access to the Product by any user other than Your authorized employees and contractors who have a need to such access and who must be bound by a nondisclosure or confidentiality agreement;
(ix) use the Product for production activity, including, but not limited to production content processing activity, production testing activity or any such activity that results in production deployment or in any production environment;
(x) use the Product to provide processing services to third parties, or otherwise use the Product on a service bureau basis; or
(xi) provide, disclose, divulge or make available to, or permit use of the Product by any third party other than You and Your authorized employees and contractors.
(a) Products. All rights, title and interests (including, but not limited to, copyright, patent, trade secret and rights protected by intellectual property and trade secrets laws) in and to the Product, including the structure, organization, and code of the Software and the Keys, must remain in MarkLogic and/or its licensors, if any.
(b) Content. All rights, title and interests (including, but not limited to, copyright, trade secret and other intellectual property right) in and to the content accessed through the Product are the property of the applicable content owner and may be protected by applicable copyright or other law. This Agreement grants no rights to such content, and MarkLogic disclaims any responsibility arising out of or related to Your access and use of the content and intellectual property thereto furthered by use of the Product.
(c) Confidentiality. You agree to take adequate steps to protect the Product from unauthorized disclosure and/or use, including, without limitation, causing Your authorized employees and contractors to be bound by a nondisclosure or confidentiality agreement. You acknowledge that the Product remains a confidential trade secret and the intellectual property of MarkLogic and/or its licensors and agree not to disclose, divulge, publicize or otherwise disseminate the Product.
In consideration for the rights granted to You in this Agreement, You must abide by all of the terms and conditions contained in this Agreement and register as a member of the MarkLogic Developer community. If You use the Product or any of the Applications You develop under this license for any internal data processing or for any commercial or production purposes, or You want to use the Product for any purpose other than as permitted under this Agreement, You must obtain a production release version of the Product by contacting MarkLogic to obtain the appropriate license and pay MarkLogic any and all fees associated with such license.
The term of the license granted herein is limited to the fixed period specified in the administrative interface of the Software, or such other period as approved by MarkLogic in writing (“License Term”). For the avoidance of doubt, if a license term is not otherwise specified or agreed upon by MarkLogic, the term of the license shall be limited to one (1) year. Under no circumstances shall the license be granted for a perpetual term. This Agreement will automatically terminate upon expiration of the License Term, unless earlier terminated or extended. This Agreement may be terminated (a) by You at any time or (b) by MarkLogic at any time. Upon termination or expiration of this Agreement, You must immediately destroy all complete and partial copies of the Product, including all backup copies, and provide MarkLogic with a certificate, signed by You or Your authorized officer (if applicable), certifying that You have destroyed the Product and all copies thereof in compliance with this Agreement.
WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES RELATED TO THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE PRODUCT OR ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY THE SOFTWARE, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, QUIET ENJOYMENT AND POSSESSION, OR OTHERWISE. NEITHER MARKLOGIC NOR ITS LICENSORS WARRANT THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE OR VIRUS-FREE. MARKLOGIC ASSUMES NO RESPONSIBILITY FOR THE PRODUCT TO ACHIEVE ANY INTENDED PURPOSES, FOR PROPER INSTALLATION AND USE OF THE PRODUCT OR FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THIS PRODUCT.
REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL MARKLOGIC OR ITS LICENSORS BE LIABLE (i) FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, INTERRUPTION, LOSS OF PROGRAMS, CONTENT, OR INFORMATION, PERSONAL INJURY, NEGLIGENCE, FAILURE TO MEET ANY DUTY OF CARE, OR FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT AND THE PRODUCTS, WHETHER OR NOT MARKLOGIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE; OR (ii) FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER FEATURES OF THE PRODUCT.
(a) Export Restrictions. You agree that You are not a citizen, national, or resident of, and are not under control of, the government of Cuba, Iran, Republic of Sudan, North Korea, Syria, Crimea, nor any country to which the United States has prohibited export. You agree that You will not transfer, export or re-export the Product to any country, person or entity subject to U.S. export restrictions. You specifically agree not to transfer, export or re-export the Product (i) to any country to which the U.S. has embargoes or restricted the export of goods or services which currently include but are not necessarily limited to Cuba, Iran, Republic of Sudan, North Korea, Syria, and Crimea, or to any national of any such country, wherever located, who intends to transmit or transport the Product back to such country; (ii) to any person or entity who You know or have reason to know will utilize the Product in the design, development or production of nuclear, chemical or biological weapons; or (iii) to any person or entity who has been prohibited from participating in U.S. export transactions by any agency or instrumentality of the U.S. government. Under §764.3 of the Export Administration Regulations (EAR), You can be subject to fine, imprisonment, or other administrative sanction for willful violation of any provision of the Export Administration Act (EAA), the EAR, or any order, license, or authorization issued thereunder.
(b) Government Regulations. If You are an agency or instrumentality of the U.S. federal government procuring the Product on behalf of such government agency or instrumentality, You hereby agree that the Product qualifies as commercial computer software and computer software documentation within the meaning of the acquisition regulation(s) applicable to the procurement of the Product, and the terms and conditions of this Agreement pertain to the U.S. government’s use and disclosure of the Product and will supersede any conflicting contractual terms or conditions. The following additional statement applies only to procurements governed by DFARS Subpart 227.4 (October 1988): Restricted Rights — Use, duplication, and disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227- 7013 (OCT. 1988). Contractor is MarkLogic Corporation, 999 Skyway Road, Suite 200, San Carlos, CA 94070-2722 USA.
(c) Assignment. The license granted hereunder does not include the right to sublicense and may not be assigned, by operation of law or otherwise, or transferred to any third party (including Your affiliates and other entities, organizations or departments related to You) without the prior written consent of MarkLogic. Any attempted assignment in derogation hereof will be null and void.
(d) Survival. The respective rights and obligations of MarkLogic and You under Sections 2, 3, 4, 5, 6, 7 and 8 will survive any termination or expiration of this Agreement.
(e) Governing Law and Forum. This Agreement will be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to conflicts of laws provisions thereto, and You and MarkLogic agree to submit to the personal and exclusive jurisdiction of the courts located within the county of San Mateo, California, United States of America.
(f) Severability. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which will remain valid and enforceable according to its terms.
(g) Entire Agreement. This is the complete and exclusive statement of the agreement between You and MarkLogic relating to the use of the Product as set forth herein and supersedes all prior oral or written understandings and agreements with respect to the subject matter herein.
You may contact MarkLogic at: MarkLogic Corporation, 999 Skyway Road, Suite 200, San Carlos, CA 94070-2722 USA; Telephone: (650) 655-2300; Fax: (650) 655-2310; Email: firstname.lastname@example.org.
Copyright © 2019 MarkLogic Corporation.
This technology is protected by one or more U.S. Patents 7,127,469, 7,171,404, 7,756,858, 7,962,474, 8,935,267, 8,892,599, 9,092,507, 10,108,742, and 10,114,975.
All MarkLogic software products are protected by United States and international copyright, patent and other intellectual property laws, and incorporate certain third party libraries and components which are subject to the attributions, terms, conditions and disclaimers found at http://docs.marklogic.com/guide/copyright/legal.
MarkLogic and the MarkLogic logo are trademarks or registered trademarks of MarkLogic Corporation in the United States and other countries. All other trademarks included in the Software, this notice or the documentation are the property of their respective owners.
Updated: January 21, 2019.