For the OpsRamp Applications
This is a legal agreement (“Agreement”) between you, or the company you represent, and OpsRamp, Inc. (“OpsRamp”). This agreement sets forth the terms under which OpsRamp agrees to license to you the OpsRamp Applications (as defined below). By checking the box or accessing or using this software, you acknowledge that you have read this Agreement, you understand it and you agree to be bound by and are a party to this agreement.
1. GRANT OF LICENSE.
OpsRamp hereby grants you a non-transferable, non-exclusive, limited right to use the OpsRamp Applications solely for trial purposes during the agreed upon Term as set forth below. You may use the OpsRamp Applications only on any computer owned, leased, or otherwise controlled solely by you.
As used herein, the “OpsRamp Applications” means the web-based application, as well as certain downloadable components that must be deployed for data collection and communication, that are made available to you by OpsRamp under this Agreement. OpsRamp will host and operate the web-based application on computer servers accessible by you through the internet.
2. USE RIGHTS:
The OpsRamp Applications are provided to you for use only as expressly set forth in this Agreement, and you will not use the OpsRamp Applications in whole or in part for any other use or purpose. In particular, and without limitation, you will not, and will not allow any third party to:
- decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the OpsRamp Applications by any means, or disclose any of the foregoing;
- provide, rent, lease, lend, or use the OpsRamp Applications on behalf of any third party including for timesharing, subscription, or service bureau purposes;
- sublicense, transfer or assign the OpsRamp Applications or any of the rights or licenses granted under this Agreement; or
- remove or obscure any trademark, product identification, proprietary marking, copyright or other notices provided with the OpsRamp Applications or related documentation.
Additionally, you agree to not:
- use or permit the use of the OpsRamp Applications for storage, possession, or transmission of any information, the possession, creation or transmission of which violates any state, local or federal law;
- transmit any data using the OpsRamp Applications that infringes upon or misappropriates the intellectual property or privacy rights of any third party;
- perform any load testing of the OpsRamp Applications or attempt to probe, scan or test the vulnerability of the OpsRamp Applications without proper authorization; or
- log into a server or account that you are not authorized to access.
You are responsible for all activity occurring under your account. You have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all data you provide, generate, upload and transmit. You shall prevent unauthorized access to, or use of, the OpsRamp Applications and notify OpsRamp immediately of any unauthorized use of any password or account or any other known or suspected breach of security
3. PROPRIETARY RIGHTS
This is a subscription license for use of the OpsRamp Applications. This Agreement is not a sale, or assignment and transfer, of any software. You agree that OpsRamp, its licensors or its suppliers retain all right, title and interest (including all patent, copyright, trade secret and other intellectual property rights in and to the OpsRamp Applications, all services provided by OpsRamp, deliverables and any and all related and underlying software (including interfaces created by OpsRamp), databases, technology, reports and documentation, and any adaptation, modification, derivation, addition or extension to the OpsRamp Applications and any services. Nothing in this Agreement gives you any right, title or interest in or to the OpsRamp Applications, any services that may be provided or any related documentation.
This Agreement shall become effective as of the date on which you first receive access to the OpsRamp Applications (the “Effective Date”) and shall continue until terminated by either party or the end of the Trial Period. The “Trial Period” runs for ___ days from the Effective Date. Either party may terminate this Agreement at any time by notifying the other party.
Upon termination for any reason:
- your account will be disabled and you will no longer have access to the OpsRamp Applications; and
- OpsRamp will delete all data collected from your use of the OpsRamp Applications.
OpsRamp will use generally accepted industry standard security measures to protect your data while you use the OpsRamp Applications. EXCEPT FOR THE WARRANTIES CONTAINED IN THIS SECTION, OPSRAMP MAKES NO WARRANTIES REGARDING THE OPSRAMP APPLICATIONS AND SERVICES. OPSRAMP SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. OPSRAMP DOES NOT WARRANT THAT ACCESS TO THE OPSRAMP APPLICATIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL DEFECTS AND ERRORS IN THE OPSRAMP APPLICATIONS WILL BE CORRECTED, OR THAT THE OPSRAMP APPLICATIONS AND SERVICES WILL MEET YOUR PARTICULAR REQUIREMENTS OR EXPECTATIONS. OPSRAMP DOES NOT PROVIDE ANY WARRANTIES REGARDING THE ACCURACY OF DATA OR INFORMATION PROVIDED BY THIRD PARTIES. OPSRAMP SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY DELAYS, INTERRUPTIONS, SERVICE FAILURES, AND ANY OTHER PROBLEMS ARISING FROM SUBSCRIBER’S USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS OR ANY OTHER SYSTEMS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN OPSRAMP AND YOU.
6. LIABILITY FOR DAMAGES.
IN NO EVENT SHALL OPSRAMP BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING FAULT, NEGLIGENCE AND THE FAILURE OF THE ESSENTIAL PURPOSE. BECAUSE SOME
STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO THE YOU AND OPSRAMPS DAMAGES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW IN SCUH JURISDICTIONS.
You shall defend, indemnify and hold harmless OpsRam, and their licensors, officers, directors, agents and employees from any liability, loss, damage, cost or expense (including reasonable attorney’s fees) arising out of any gross negligence, intentional act or omission by you in connection with the OpsRamp Applications.
8. GOVERNING LAW AND JURISDICTION.
- This Agreement and all rights and obligations hereunder, including but not limited to matters of construction, validity and performance, shall be governed by and construed in accordance with the laws of the State of California.
- Each of the parties hereto:
- irrevocably submits to the exclusive jurisdiction of any
state or federal court located in San Francisco, California in any action or proceeding arising out of or relating to this Agreement; and
- irrevocably agrees that all claims in respect of such action or proceeding shall be heard and determined in such California state or federal court.
- irrevocably submits to the exclusive jurisdiction of any
9. ASSIGNMENT and SEVERABILITY
You may not be assign this Agreement or any obligations hereunder without the prior written consent of OpsRamp.
Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.
10. ENTIRE AGREEMENT and NO WAIVER.
This Agreement represents the entire agreement concerning the OpsRamp Applications between you and OpsRamp and it supersedes any prior proposal, representation, or understanding between the parties. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.