MARKLOGIC CORPORATION
DEVELOPER LICENSE AGREEMENT
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.
- DEVELOPER LICENSE
- (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
("Documentation") and, if you are a Faculty Member or Student,
training manuals and materials provided to you by MarkLogic for
academic or training purposes ("Training Materials"). The Software,
Documentation and Training Materials are sometimes collectively
referred to herein as "Product". The license granted in this Section
1(a) shall be 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"). 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"); 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.
- (d)
Verification.
For license verification purposes, You acknowledge that the Software
may electronically transmit to MarkLogic summary data relating to use
of the Software including, but not limited to, the host IDs, Keys and
the Capacity of the Databases. MarkLogic takes privacy very
seriously. More information about our privacy practices can be found
here: http://marklogic.com/privacy-policy/
- INTELLECTUAL PROPERTY AND CONFIDENTIALITY
- (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.
- CONSIDERATION
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.
- TERM
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.
- DISCLAIMERS
THE PRODUCT IS PROVIDED "AS IS," AND MARKLOGIC HEREBY DISCLAIMS ALL
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.
- LIABILITY LIMITATION
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.
- MISCELLANEOUS
- (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 or 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 ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT,
UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF
APPLICABLE, "YOU" OR "YOUR" AS REFERRED TO ABOVE MEANS THE ENTITY,
COMPANY, ORGANIZATION OR DEPARTMENT ("ENTITY") AT WHICH THE SOFTWARE IS
ACCESSED, USED AND INSTALLED PURSUANT TO THIS AGREEMENT. YOU REPRESENT
THAT AS THE INDIVIDUAL CLICKING ON THE "ACCEPT" BUTTON AND ENTERING
INTO THIS AGREEMENT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT ON
BEHALF OF SUCH ENTITY.
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: sales@marklogic.com.
Copyright © 2017 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 and 9,092,507.
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: May 3, 2017.
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