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