Xpress License Agreement
Your use of the Sitecore Xpress Personal Edition software is governed by the terms and conditions of the Sitecore License Agreement, which is displayed below, and as modified by the text of the License Key, which is also displayed below, you will be given to access the software.
License key text
The person {NAME} {EMAIL} (“the Licensee”) is licensed to use the Sitecore Xpress Personal Edition (the “Sitecore Software”), subject to the terms and conditions of the Sitecore Limited License Agreement, for strictly non-commercial and personal use only. Prohibited commercial uses of the Sitecore Software include any use intended to generate revenue by any means, including by the sale of goods or services or by the solicitation of funds for any charitable, educational, or other purpose. Also prohibited is any Proof of Concept site done for no charge if the intention is to create potentially a commercial site.
Sitecore Limited License Agreement
LICENSEE’S USE OF THE SITECORE SOFTWARE IS SUBJECT TO LICENSEE’S FULL ACCEPTANCE OF THE TERMS, CONDITIONS, DISCLAIMERS AND LICENSE RESTRICTIONS SET FORTH IN THIS AGREEMENT.
1. License Grant: Licensor grants Licensee a non-exclusive, non-transferable, non-assignable, non-sub-licensable license, to use the Sitecore Software, in object code form only, subject to the terms and conditions set forth in this License Agreement. “Sitecore Software” means the software that is licensed by Sitecore in this Agreement.
1.1 License Key: Licensee will be provided a License Key that gives Licensee access to the Sitecore Software. The Sitecore Software may be used only on the equipment with the features and limitations specified in the License Key. The License Key shall be time-limited until full payment of the license fee has been received by Licensor. The License Key may limit the number of Servers on which the Sitecore Software may be installed. For purposes of this Agreement, a Server is defined as a physical or virtual Server with a processing power for the web process equivalent to at most eight CPU cores. For example, one physical Server may contain eight single core CPUs, four dual core CPUs, two quad core CPUs or one eight core CPU. A Server with three or four quad core CPUs would therefore count as two Servers. A virtual Server with a single virtual CPU would be counted as the number of underlying physical CPU cores supporting the virtual Server.
1.2 Intellectual Property Rights: Ownership of the Sitecore Software and all worldwide rights, title and interest in and to the Intellectual Property associated with the Sitecore Software shall remain solely and exclusively with Licensor. Licensee shall retain intact all applicable Licensor copyright, patent and/or trademark notices on and in all copies of the Sitecore Software. All rights, title, and interest in Sitecore Software not expressly granted to Licensee in this Agreement are reserved by Licensor. “Intellectual Property” as used in this Agreement means any and all patents, copyrights, trademarks, service marks and trade names (registered and unregistered), trade secrets, know-how, inventions, licenses and all other proprietary rights throughout the world related to the authorship, origin, design, utility, process, manufacture, programming, functionality and operation of Sitecore Software and its Derivative Works, any product containing any components of the Sitecore Software, all documentation (electronically stored or otherwise), including manuals and marketing materials, regarding the Sitecore Software, and any Confidential Information associated with the Sitecore Software.
1.3 Confidential Information: “Confidential Information” as used in this Agreement means any information, whether tangible or intangible, including, but not limited to, techniques, discoveries, inventions, ideas, processes, software (in source or object code form), designs, technology, technical specifications, flow charts, procedures, formulas, concepts, financial data and business and marketing plans maintained in confidence by Licensor, including confidential or proprietary information of third parties that Licensor has been authorized to receive. Confidential Information does not include information that (a) is now, or hereafter becomes, through no act or failure to act on the part of Licensee, generally known or available to the public; (b) was rightfully in Licensee’s possession prior to disclosure by Licensor; (c) is developed independently by Licensee without unauthorized use of or reference to any of Licensor’s Confidential Information; or (d) is approved by Licensor for disclosure without restriction, in a written document executed by a duly authorized officer of Licensor. Licensee shall not disclose any Confidential Information associated with the Licensor’s Software.
1.4 Restrictions on Use: Except as expressly authorized by Licensor in writing, Licensee shall not (a) copy, in whole or in part, the Sitecore Software or documentation; (b) modify, disassemble, decompress, reverse compile, reverse assemble, reverse engineer, or translate any portion of the Sitecore Software; (c) rent, lease, lend, distribute, sell, assign or otherwise transfer the Sitecore Software; or (d) create Derivative Works of the Sitecore Software.
1.5 Derivative Works: “Derivative Works” as used herein means any software program (whether in source code or object code), and all copies thereof, developed by or on behalf of Licensee based on or derived from any part of the Sitecore Software, including without limitation any revision, modification, enhancement, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which the Sitecore Software may be recast, transformed or adapted, and that, if prepared without Licensor's authorization, would constitute a patent, copyright or trade secret infringement of the Sitecore Software, or would otherwise constitute an unauthorized use of Licensor’s Confidential information. In the event any such Derivative Works are created, Licensor shall own all right, title, and interest in and to such Derivative Works. If, under the operation of local law or otherwise, Licensee or such third party comes to have any rights associated with such Derivative Works, Licensee hereby and shall automatically assign such rights to Licensor for no additional consideration.
1.6 Third Party Use and Rights: Licensee is prohibited from using the Sitecore Software as an Application Software Provider, or in any time-sharing or other commercial arrangement of any kind that makes the Sitecore Software available to third parties primarily for the third party’s own uses. Except as expressly stated in this Agreement, no third party has any rights under this Agreement. Licensee is fully liable to the extent allowed by law for any unauthorized use of the Sitecore Software by third parties caused by any acts or omissions of Licensee.
1.7 Transmission of Limited Licensee Data: The Sitecore Software periodically transmits the following information to a server maintained by Licensor: License Key ID, licensee name, hostname (Licensee’s website URL), host IP, and directory installation path. This information is used by Licensor to send periodic communications to Licensee relevant to use of the Sitecore Software, and to verify that the Sitecore Software is being used in authorized locations only. Licensee expressly consents to the transmission of such information.
2. DISCLAIMER OF WARRANTIES: THE SITECORE SOFTWARE AND THE ASSOCIATED DOCUMENTATION ARE SUPPLIED TO LICENSEE "AS IS.” LICENSOR (DEFINED IN THIS SECTION AS LICENSOR’S PARENT, AFFILIATES, SUBSIDIARIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES) MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE SITECORE SOFTWARE, THE ASSOCIATED DOCUMENTATION, THE OPERATION OF THE SITECORE SOFTWARE, OR ANY OTHER GOODS OR SERVICES RENDERED BY LICENSOR TO LICENSEE, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, PERFORMANCE, ACCURACY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES THAT THE SITECORE SOFTWARE WILL RUN PROPERLY ON ANY HARDWARE, THAT THE SITECORE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR OPERATE IN THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY LICENSEE, OR THAT THE OPERATION OF THE SITECORE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL ERRORS WILL BE CORRECTED. LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND REGARDING ANY SEPARATELY LICENSED SOFTWARE THAT MAY BE USED WITH THE SITECORE SOFTWARE. LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND REGARDING ANY SEPARATELY LICENSED SOFTWARE THAT MAY BE USED WITH THE SITECORE SOFTWARE.
3. LIMITATION OF LIABILITY: LICENSOR (DEFINED IN THIS SECTION AS LICENSOR’S PARENT, AFFILIATES, SUBSIDIARIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES) SHALL NOT BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL THEORY, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION, THE COST OF RECOVERING ANY DATA, INFRINGEMENT, OR THE COST OF SUBSTITUTE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF, KNOWS OF, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF ANY FEES PAID BY LICENSEE FOR USE OF THE SITECORE SOFTWARE UNDER THIS AGREEMENT (IF NO FEES ARE PAID UNDER THIS AGREEMENT, THE PARTIES AGREE THAT THE FAIR MARKET VALUE OF LICENSEE’S USE OF THE SOFTWARE UNDER THIS AGREEMENT IS $100, AND THAT LICENSOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THAT AMOUNT). LICENSOR WILL NOT BE LIABLE FOR DELAYS OR FAILURES IN PERFORMANCE OF THE SUPPORT SERVICES CAUSED BY FORCES BEYOND ITS CONTROL OR ANY FORCE MAJEURE EVENT SUCH AS ACT OF TERRORISM, LOSS OF POWER, ACT OF GOD, OR SIMILAR OCCURRENCE OR FOR DAMAGES CAUSED BY LICENSEE’S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT. THE LIMITATION PROVISIONS OF THIS SECTION SHALL BE APPLICABLE TO ANY CLAIM FILED BY LICENSEE ARISING OUT OF OR RELATING TO ANY SEPARATELY LICENSED SOFTWARE THAT MAY BE USED WITH THE SITECORE SOFTWARE.
4. Sitecore Maintenance Program: The Sitecore Maintenance Program is not available for the Sitecore Software licensed by this Agreement.
5. Injunctive Relief Authorized: Licensor and Licensee agree that the remedy at law for any breach or threatened breach of any of the provisions in Section 1 (including all subsections in Section 1) are inadequate, and in addition to any other remedy available at law or equity under this Agreement, a party shall be entitled to seek injunctive relief for violations of Section 1 and its subsections, as well as for violations of any other Section as may be authorized by law or equity. The prevailing party in any such action for injunctive relief shall be entitled to recover all of its attorney fees and costs.
6. Waivers: All waivers must be in writing and signed by authorized representatives of the parties. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
7. Severability: If any provision of this Agreement is adjudicated to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
8. Assignment. Licensee may not assign this Agreement. Licensor may assign this Agreement to a successor (whether by merger, a sale of all or a significant portion of its assets, a sale of a controlling interest of its capital stock, or otherwise) which agrees in writing to assume Licensor’s obligations under this Agreement.
9. Compliance with Laws; Indemnity: Licensee warrants and represents that it shall use the Sitecore Software in compliance with all applicable laws. Licensee shall defend, indemnify and hold harmless Licensor and its employees, officers, directors, parent, subsidiaries, affiliates, agents, representatives, insurers, distributors, successors and assigns against and from any and all claims, demands, actions, suits, proceedings, costs, expenses (including attorney fees and costs), damages and liabilities (including the settlement of any such matters), arising out of, connected with or resulting from Licensee's unlawful use of the Sitecore Software.
10. Entire Agreement: This Agreement, and any attachment that expressly incorporates this Agreement, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings and communications, whether written or oral. This Agreement may be amended only by a written document signed by both parties.
June 22, 2009