ENTERPRISE END-USER LICENSE AGREEMENT – BOSH INSTALLER FOR EDGE
IMPORTANT - READ CAREFULLY: This Enterprise End-User License Agreement (“EULA”) is a legal agreement between the individual or single entity executing this EULA (“You”) and Apigee Corporation, a Delaware corporation, together jointly and severally with its parent Google Inc., a Delaware corporation (“Google”), for software and libraries provided through Pivotal Network (the “Software”) for use with Google’s Apigee Edge platform, as the same may be rebranded or repackaged hereafter (the “Edge Platform”). By accessing or using this Software, You acknowledge that You have read and accept the terms and conditions of this agreement and that you have separately purchased the Edge Platform from Google or an authorized reseller.
1. License. The Software is licensed (not sold) to You, and Google owns all copyright, trade secret, patent, and other proprietary rights in the Software. Google and its suppliers reserve all rights not expressly granted to You.
• Authorized Use. Google grants You a nonexclusive, non-transferable, limited license to use and reproduce the Software solely for Your own internal use, including with any partners or contractors You are working with in connection with your use of the Edge Platform (the “Authorized Use”). You may allow Your employees, agents, contractors and partners to use and reproduce the Software on Your behalf in connection with the Authorized Use, but only if such use or reproduction is solely for Your benefit for Your use of the Edge Platform, and only if the employee, agent, contractor or partner agrees to be bound by the terms of this EULA.
• Derivative Works. You or those on Your behalf may create, author, or develop derivative works from the Software in connection with the Authorized Use, but such derivative works may not be sold or otherwise provided to any third parties (other than Your employees, agents, contractors and partners You are working with on a project in connection with the Authorized Use).
• Restrictions. Except as specifically stated in this EULA, You must not: (1) copy, display, distribute, rent, lease, sell, resell, lend, sublicense or otherwise transfer all or any portion of the Software; (2) remove, alter or obscure any copyright notices or proprietary legends that appear in or on the Software; (3) use the Software for any purposes not specifically described in this EULA; or (4) reverse engineer or in any way attempt to derive the algorithms, databases, or data structures on which the Software is based. You will use Your best efforts to prevent and protect the Software from unauthorized use.
2. Disclaimer of Warranty, Limitation of Remedies, and Limitation of Liability. The Software is provided “AS IS” and without warranty as to accuracy. Google and its partners, suppliers and distributors expressly disclaim all warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOOGLE AND ITS PARTNERS, SUPPLIERS AND DISTRIBUTORS WILL NOT BE LIABLE TO YOU FOR COSTS OF SUBSTITUTE GOODS OR SERVICES; LOST PROFITS, LOST SALES, OR BUSINESS EXPENDITURES; INVESTMENTS OR OTHER BUSINESS COMMITMENTS; LOST GOODWILL; OR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS EULA OR THE USE OF THE SOFTWARE. GOOGLE’S AND ITS SUPPLIERS’ CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE SOFTWARE WILL NOT EXCEED THE AMOUNT OF FEES YOU PAID TO GOOGLE FOR THE SOFTWARE. GOOGLE AND ITS PARTNERS, SUPPLIERS AND DISTRIBUTORS DISCLAIM ANY LIABILITY NOT EXPRESSLY PROVIDED FOR ABOVE.
3. Indemnification.
(a) Obligations. You will defend and indemnify Google and its affiliates, directors, officers, employees, partners, distributors and suppliers against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent:
(1) arising from Your breach of Your representations or warranties under this EULA;
(2) claiming that the usage You make of the Software violates or infringes the third party’s rights, including Intellectual Property Rights.
(b) Survival. This Section 3 (Indemnification) survives termination of this EULA.
4. Term and Termination. This EULA starts on the date You access the Software and runs for the term of your access to or license for the Edge Platform. Either party may terminate this EULA by giving written notice to the other party (which, in the case of You providing notice to Google, shall be sent to 1600 Amphitheatre Parkway / Mountain View, California 94043 / USA / Attention: Legal Department). Google may terminate this EULA immediately upon a material breach of this EULA by You. On termination of this EULA, all rights granted to You will immediately cease.
5. Injunctive Relief. You acknowledge that a remedy at law for any breach or attempted breach of this EULA will be inadequate and therefore Google will be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach. You waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief.
6. Applicable Law. You will comply with all applicable laws and regulations with respect to the Software, including all applicable domestic and international export laws, copyright laws, intellectual property laws, International Traffic in Arms Regulations (ITAR) and U.S. Office of Foreign Assets Control (OFAC) regulations.
7. General. All claims arising out of or relating to this EULA or any related Google products or services will be governed by California law, excluding California’s conflict of laws rules, and will be litigated exclusively in the federal or state courts of Santa Clara County, California; You consent to personal jurisdiction in those courts. You will not assign or delegate any of your rights or obligations under this EULA. If a party experiences a change of control (e.g., through a stock purchase or sale, merger, or other form of corporate transaction): (a) that party will give written notice to the other party within 30 days after the change of control; and (b) the other party may immediately terminate this EULA any time between the change of control and 30 days after it receives that written notice. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control (force majeure). Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this EULA. This EULA does not create any agency, partnership, or joint venture between the parties; nor does it confer any benefits on any third party unless it expressly states that it does. This EULA states all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In agreeing to this EULA, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly stated in this EULA. If any term (or part of a term) of this EULA is invalid, illegal or unenforceable, the rest of the EULA will remain in effect.