LICENSE 9.2 KB

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  1. SERVICES AGREEMENT
  2. Your installation of this software is symbol of your signature indicating that
  3. you accept the terms of this Services Agreement (this "Agreement"). This
  4. Agreement is a legal agreement between you (either an individual or a single
  5. entity) and CloudFlare, Inc. for the services being provided to you by
  6. CloudFlare or its authorized representative (the "Services"), including any
  7. computer software and any associated media, printed materials, and "online" or
  8. electronic documentation provided in connection with the Services (the
  9. "Software" and together with the Services are hereinafter collectively referred
  10. to as the "Solution"). If the user is not an individual, then "you" means your
  11. company, its officers, members, employees, agents, representatives, successors
  12. and assigns. BY USING THE SOLUTION, YOU ARE INDICATING THAT YOU HAVE READ, AND
  13. AGREE TO BE BOUND BY, THE POLICIES, TERMS, AND CONDITIONS SET FORTH BELOW IN
  14. THEIR ENTIRETY WITHOUT LIMITATION OR QUALIFICATION, AS WELL AS BY ALL APPLICABLE
  15. LAWS AND REGULATIONS, AS IF YOU HAD HANDWRITTEN YOUR NAME ON A CONTRACT. IF YOU
  16. DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SOLUTION.
  17. 1. GRANT OF RIGHTS
  18. 1.1 Grant of License. The Solution is licensed by CloudFlare and its
  19. licensors, not sold. Subject to the terms and conditions of this Agreement,
  20. CloudFlare hereby grants you a nonexclusive, nonsublicensable, nontransferable
  21. license to use the Solution. You may examine source code, if provided to you,
  22. solely for the limited purpose of evaluating the Software for security flaws.
  23. You may also use the Service to create derivative works which are exclusively
  24. compatible with any CloudFlare product serviceand no other product or service.
  25. This license applies to the parts of the Solution developed by CloudFlare. The
  26. Solution may also incorporate externally maintained libraries and other open software.
  27. These resources may be governed by other licenses.
  28. 1.2 Restrictions. The license granted herein is granted solely to you and
  29. not, by implication or otherwise, to any of your parents, subsidiaries or
  30. affiliates. No right is granted hereunder to use the Solution to perform
  31. services for third parties. All rights not expressly granted hereunder are
  32. reserved to CloudFlare. You may not use the Solution except as explicitly
  33. permitted under this Agreement. You are expressly prohibited from modifying,
  34. adapting, translating, preparing derivative works from, decompiling, reverse
  35. engineering, disassembling or otherwise attempting to derive source code from
  36. the Software used to provide the Services or any internal data files generated
  37. by the Solution. You are also prohibited from removing, obscuring or altering
  38. any copyright notice, trademarks, or other proprietary rights notices affixed to
  39. or associated with the Solution.
  40. 1.3 Ownership. As between the parties, CloudFlare and/or its licensors own
  41. and shall retain all right, title, and interest in and to the Solution,
  42. including any and all technology embodied therein, including all copyrights,
  43. patents, trade secrets, trade dress and other proprietary rights associated
  44. therewith, and any derivative works created there from.
  45. 2. LIMITATION OF LIABILITY
  46. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT DOWNLOADING THE SOFTWARE IS AT YOUR
  47. SOLE RISK. THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND
  48. AND CLOUDFLARE, ITS LICENSORS AND ITS AUTHORIZED REPRESENTATIVES (TOGETHER FOR
  49. PURPOSES HEREOF, "CLOUDFLARE") EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR
  50. IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
  51. MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CLOUDFLARE DOES NOT
  52. WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR
  53. REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR
  54. ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHERMORE,
  55. CLOUDFLARE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE SOFTWARE
  56. OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY,
  57. OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CLOUDFLARE SHALL
  58. CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
  59. 3. CONFIDENTIALITY
  60. It may be necessary during the set up and performance of the Solution for the
  61. parties to exchange Confidential Information. "Confidential Information" means
  62. any information whether oral, or written, of a private, secret, proprietary or
  63. confidential nature, concerning either party or its business operations,
  64. including without limitation: (a) your data and (b) CloudFlare's access control
  65. systems, specialized network equipment and techniques related to the Solution,
  66. use policies, which include trade secrets of CloudFlare and its licensors. Each
  67. party agrees to use the same degree of care to protect the confidentiality of
  68. the Confidential Information of the other party and to prevent its unauthorized
  69. use or dissemination as it uses to protect its own Confidential Information of a
  70. similar nature, but in no event shall exercise less than due diligence and
  71. reasonable care. Each party agrees to use the Confidential Information of the
  72. other party only for purposes related to the performance of this Agreement. All
  73. Confidential Information remains the property of the party disclosing the
  74. information and no license or other rights to Confidential Information is
  75. granted or implied hereby.
  76. 4. TERM AND TERMINATION
  77. 4.1 Term. This Agreement shall be effective upon download or install of the
  78. Software.
  79. 4.2 Termination. This Agreement may be terminated by CloudFlare or its
  80. authorized representative by written notice to you if any of the following
  81. events occur: (i) you fail to pay any amounts due for the Services and the
  82. Solution when due and after written notice of such nonpayment has been given to
  83. you; (ii) you are in material breach of any term, condition, or provision of
  84. this Agreement or any other agreement executed by you with CloudFlare or its
  85. authorized representative in connection with the provision of the Solution and
  86. Services (a "Related Agreement"); or (iii) you terminate or suspend your
  87. business, becomes subject to any bankruptcy or insolvency proceeding under
  88. federal or state statutes, or become insolvent or subject to direct control by a
  89. trustee, receiver or similar authority.
  90. 4.3 Effect of Termination. Upon the termination of this Agreement for any
  91. reason: (1) all license rights granted hereunder shall terminate and (2) all
  92. Confidential Information shall be returned to the disclosing party or destroyed.
  93. 5. MISCELLANEOUS
  94. 5.1 Assignment. You may not assign any of your rights or delegate any of
  95. your obligations under this Agreement, whether by operation of law or otherwise,
  96. without the prior express written consent of CloudFlare or its authorized
  97. representative. Any such assignment without the prior express written consent
  98. of CloudFlare or its authorized representative shall be void. Subject to the
  99. foregoing, this Agreement will bind and inure to the benefit of the parties,
  100. their respective successors and permitted assigns.
  101. 5.2 Waiver and Amendment. No modification, amendment or waiver of any
  102. provision of this Agreement shall be effective unless in writing and signed by
  103. the party to be charged. No failure or delay by either party in exercising any
  104. right, power, or remedy under this Agreement, except as specifically provided
  105. herein, shall operate as a waiver of any such right, power or remedy. Without
  106. limiting the foregoing, terms and conditions on any purchase orders or similar
  107. materials submitted by you to CloudFlare or its authorized representative shall
  108. be of no force or effect.
  109. 5.3 Governing Law. This Agreement shall be governed by the laws of the State
  110. of California, USA, excluding conflict of laws and provisions, and excluding the
  111. United Nations Convention on Contracts for the International Sale of Goods.
  112. 5.4 Notices. All notices, demands or consents required or permitted under
  113. this Agreement shall be in writing. Notice shall be sent to you at the e-mail
  114. address provided by you to CloudFlare or its authorized representative in
  115. connection with the Solution.
  116. 5.5 Independent Contractors. The parties are independent contractors.
  117. Neither party shall be deemed to be an employee, agent, partner or legal
  118. representative of the other for any purpose and neither shall have any right,
  119. power or authority to create any obligation or responsibility on behalf of the
  120. other.
  121. 5.6 Severability. If any provision of this Agreement is held by a court of
  122. competent jurisdiction to be contrary to law, such provision shall be changed
  123. and interpreted so as to best accomplish the objectives of the original
  124. provision to the fullest extent allowed by law and the remaining provisions of
  125. this Agreement shall remain in full force and effect.
  126. 5.7 Force Majeure. CloudFlare shall not be liable to the other party for any
  127. failure or delay in performance caused by reasons beyond its reasonable control.
  128. 5.8 Complete Understanding. This Agreement and the Related Agreement
  129. constitute the final, complete and exclusive agreement between the parties with
  130. respect to the subject matter hereof, and supersedes all previous written and
  131. oral agreements and communications related to the subject matter of this
  132. Agreement. To the extent this Agreement and the Related Agreement conflict,
  133. this Agreement shall control.