READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY. BY DOWNLOADING OR INSTALLING
THE FORGEROCK SOFTWARE, YOU, ON BEHALF OF YOURSELF AND YOUR COMPANY, AGREE TO
BE BOUND BY THIS SOFTWARE LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THESE
TERMS, DO NOT DOWNLOAD OR INSTALL THE FORGEROCK SOFTWARE.
1. Software License.
1.1. Development Right to Use. If Company intends to or does use the ForgeRock
Software only for the purpose(s) of developing, testing, prototyping and
demonstrating its application software, then ForgeRock hereby grants Company a
nonexclusive, nontransferable, limited license to use the ForgeRock Software
only for those purposes, solely at Company's facilities and only in a
non-production environment. ForgeRock may audit Company's use of the ForgeRock
Software to confirm that a production license is not required upon reasonable
written notice to Company. If Company intends to use the ForgeRock Software in
a live environment, Company must purchase a production license and may only use
the ForgeRock Software licensed thereunder in accordance with the terms and
conditions of that subscription agreement.
1.2. Restrictions. Except as expressly set forth in this ForgeRock Software
License Agreement (the "Agreement"), Company shall not, directly or indirectly:
(a) sublicense, resell, rent, lease, distribute or otherwise transfer rights or
usage in the ForgeRock Software, including without limitation to Company
subsidiaries and affiliates; (b) remove or alter any copyright, trademark or
proprietary notices in the ForgeRock Software; or (c) use the ForgeRock
Software in any way that would subject the ForgeRock Software, in whole in or
in part, to a Copyleft License. As used herein, "Copyleft License" means a
software license that requires that information necessary for reproducing and
modifying such software must be made available publicly to recipients of
executable versions of such software (see, e.g., GNU General Public License and
2. Proprietary Rights.
2.1. ForgeRock Intellectual Property. Title to and ownership of all copies of
the ForgeRock Software whether in machine-readable (source, object code or
other format) or printed form, and all related technical know-how and all
rights therein (including without limitation all intellectual property rights
applicable thereto), belong to ForgeRock and its licensors and shall remain the
exclusive property thereof. ForgeRock's name, logo, trade names and trademarks
are owned exclusively by ForgeRock and no right is granted to Company to use
any of the foregoing except as expressly permitted herein. All rights not
expressly granted to Company are reserved by ForgeRock and its licensors.
2.2. Suggestions. Company hereby grants to ForgeRock a royalty-free, worldwide,
transferable, sublicensable and irrevocable right and license to use, copy,
modify and distribute, including by incorporating into any product or service
owned by ForgeRock, any suggestions, enhancements, recommendations or other
feedback provided by Company relating to any product or service owned or
offered by ForgeRock.
2.3. Source Code. The source code underlying the ForgeRock Software is
available at www.forgerock.org.
3. Term and Termination. The terms of this Agreement shall commence on the
Effective Date and shall continue in force unless earlier terminated in
accordance this Section. This Agreement shall terminate without notice to
Company in the event Company is in material breach of any of the terms and
conditions of this Agreement. As used herein, "Effective Date" means the date
on which Company first accepted this Agreement and downloads the ForgeRock
Software.
4. Disclaimer of Warranties. THE FORGEROCK SOFTWARE LICENSED HEREUNDER IS
LICENSED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. FORGEROCK AND IT'S LICENSORS
EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT.
5. General Indemnification. Company shall defend, indemnify and hold ForgeRock
harmless from and against any and all liabilities, damages, losses, costs and
expenses (including but not limited to reasonable fees of attorneys and other
professionals) payable to third parties based upon any claim arising out of or
related to the use of Company's products, provided that ForgeRock: (a) promptly
notifies Company of the claim; (b) provides Company with all reasonable
information and assistance, at Company's expense, to defend or settle such a
claim; and (c) grants Company authority and control of the defense or
settlement of such claim. Company shall not settle any such claim, without
ForgeRock's prior written consent, if such settlement would in any manner
effect ForgeRock's rights in the ForgeRock Software or otherwise. ForgeRock
reserves the right to retain counsel, at ForgeRock's expense, to participate in
the defense and settlement of any such claim.
6. Limitation of Liability. IN NO EVENT SHALL FORGEROCK BE LIABLE FOR THE COST
OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ANY LOST PROFITS, REVENUE, OR
DATA, INTERRUPTION OF BUSINESS OR FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
INDIRECT DAMAGES OF ANY KIND, AND WHETHER ARISING OUT OF BREACH OF WARRANTY,
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE,
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE
BEEN REASONABLY FORESEEN. IN NO EVENT SHALL FORGEROCK'S LIABILITY ARISING OUT
OF OR RELATED TO THIS AGREEMENT WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER
THEORY OF LIABILITY, EXCEED IN THE AGGREGATE $1,000 USD.
7. General.
7.1. Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of California without reference to its
conflicts of law provisions.
7.2. Assignment. Company may not assign any of its rights or obligations under
this Agreement without the prior written consent of ForgeRock, which consent
shall not be unreasonably withheld. Any assignment not in conformity with this
Section shall be null and void.
7.3. Waiver. A waiver on one occasion shall not be construed as a waiver of any
right on any future occasion. No delay or omission by a party in exercising any
of its rights hereunder shall operate as a waiver of such rights.
7.4. Compliance with Law. The ForgeRock Software is subject to U.S. export
control laws, including the U.S. Export Administration Act and its associated
regulations, and may be subject to export or import regulations in other
countries. Company agrees to comply with all laws and regulations of the United
States and other countries ("Export Laws") to assure that neither the ForgeRock
Software, nor any direct products thereof are; (a) exported, directly or
indirectly, in violation of Export Laws, either to any countries that are
subject to U.S. export restrictions or to any end user who has been prohibited
from participating in the U.S. export transactions by any federal agency of the
U.S. government or (b) intended to be used for any purpose prohibited by Export
Laws, including, without limitation, nuclear, chemical, or biological weapons
proliferation.
7.5. US Government Restrictions. Company acknowledges that the ForgeRock
Software consists of "commercial computer software" and "commercial computer
software documentation" as such terms are defined in the Code of Federal
Regulations. No Government procurement regulations or contract clauses or
provisions shall be deemed a part of any transaction between the parties unless
its inclusion is required by law, or mutually agreed in writing by the parties
in connection with a specific transaction. Use, duplication, reproduction,
release, modification, disclosure or transfer of the ForgeRock Software is
restricted in accordance with the terms of this Agreement.
7.6. Provision Severability. In the event that it is determined by a court of
competent jurisdiction that any provision of this Agreement is invalid,
illegal, or otherwise unenforceable, such provision shall be enforced as nearly
as possible in accordance with the stated intention of the parties, while the
remainder of this Agreement shall remain in full force and effect and bind the
parties according to its terms. To the extent any provision cannot be enforced
in accordance with the stated intentions of the parties, such terms and
conditions shall be deemed not to be a part of this Agreement.
7.7. Entire Agreement. This Agreement constitutes the entire and exclusive
agreement between the parties with respect to the subject matter hereof and
supersede any prior agreements between the parties with respect to such subject
matter