Limited Use License for Docker

License validity

This Agreement grants you a license for an indefinite period of time, subject to termination, as provided in this Agreement. The license will however limit your use of the Product to certain features, platforms or restrictions in capacity or other limitations incorporated by default, or - if applicable - by definition in the respective Product documentation. You accept these limitations and will in no event bypass these, whether by reverse engineering or other means.

Intellectual property

Except with respect to the Third Party Applications, Cumulocity GmbH or its affiliates and licensors are the sole owners of the intellectual property rights or industrial rights in and to the Product and accompanying user documentation or have the respective distribution rights. References made in or on the Product to the copyright or to other intellectual property or industrial property rights must not be altered, deleted or obliterated in any manner. Except for the limited license granted in this Agreement, Cumulocity GmbH, its affiliates, and licensors reserve all other right, title, and interest in the Product. The name Cumulocity GmbH and all Cumulocity GmbH product names are either trademarks registered trademarks of Cumulocity GmbH and/or Cumulocity Inc. and/or its subsidiaries and/or its affiliates and/or their licensors. Other company and product names mentioned herein may be trademarks of their respective owners. No right, title or interest in any trademark or trade names of Cumulocity GmbH or its subsidiaries or its licensors is granted hereunder.

You may provide suggestions, comments or other feedback (collectively, “Feedback”) to Cumulocity GmbH with respect to the Product. Feedback is entirely voluntary and Cumulocity GmbH is not required to hold it in confidence. Cumulocity GmbH may use Feedback for any purpose without obligation of any kind. To the extent a license is required under your intellectual property rights to make use of the Feedback, you grant Cumulocity GmbH an irrevocable, non-exclusive, perpetual, royalty-free license to use the Feedback in connection with Cumulocity GmbH’s business, including the enhancement of the Products.

Confidentiality

The Product is confidential and proprietary information of Cumulocity GmbH and its licensors, and may not be disclosed to third parties. You shall use such information only for the purpose of exercising the Limited Use License Agreement to the Product and shall disclose confidential and proprietary information only to your employees who require such information for the purpose stated above. You agree to take adequate steps to protect the Product from unauthorized disclosure or use.

Limited warranty

The Product is provided “as is” without any warranty whatsoever. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUMULOCITY GMBH AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE PRODUCT, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE. CUMULOCITY GMBH AND ITS AFFILIATES AND LICENSORS DO NOT WARRANT THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PRODUCT WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CUMULOCITY GMBH OR ANY OF ITS PERSONNEL OR AGENTS WILL CREATE ANY WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF CUMULOCITY GMBH’S OBLIGATIONS UNDER THIS AGREEMENT. You assume full responsibility for the selection of the Product to achieve your intended results and for the installation, use and results obtained from the Product. Any kind of support for the Cumulocity GmbH Product is explicitly excluded.

Updates and maintenance

This Limited Use License Agreement does not grant you any right to, license for or interest in any improvements, modifications, enhancements or updates to the Product and documentation or other support services. Such services are typically available under a Commercial License Agreement only. Any such arrangements shall be the subject of a separate written agreement.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CUMULOCITY GMBH OR ITS AFFILIATES OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES, WHICH SHALL INCLUDE, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOST DATA AND BUSINESS INTERRUPTION, ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT OR ANY SUPPORT SERVICES OR OTHER SERVICES, EVEN IF CUMULOCITY GMBH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, THE ENTIRE AGGREGATE LIABILITY OF CUMULOCITY GMBH AND ITS AFFILIATES AND LICENSORS UNDER THIS AGREEMENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) WILL BE LIMITED TO FEES PAID BY YOU, IF ANY, DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES PROVIDED IN THIS AGREEMENT FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL CONTINUE TO APPLY EVEN IF ANY REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE.

Termination

This Limited Use License Agreement will terminate immediately without notice from Cumulocity GmbH if you fail to comply with any provision of this Limited License Agreement. Cumulocity GmbH reserves the right to terminate this agreement immediately for good cause, whereby good cause is understood as any breach of this agreement. In addition, Cumulocity GmbH may terminate this Agreement on written or electronic notice to you in the event the Product becomes the subject of an infringement claim or if it no longer has sufficient rights to license the Product. Upon termination, the license granted in this Agreement will automatically terminate and you must immediately discontinue the use of the Product and destroy the Product and all copies of the Product in physical, electronic or other form. Upon request of Cumulocity GmbH licensee will certify in writing that use is discontinued and all copies of the Product are destroyed. The following provisions will survive any termination or expiration of this Agreement: Intellectual Property, Confidentiality, Limitation of Liability, Export and Miscellaneous.

Export

You may not download or otherwise export or re-export any underlying software, technology or other information from the Products except as stated explicitly in this notice or the Commercial License Agreement and in full compliance with all applicable national and international laws and regulations. You agree to indemnify and hold harmless and defend Cumulocity GmbH against any and all liability arising from or relating to your breach of these export control undertakings. Cumulocity GmbH reserves the right not to honor any affected parts of this notice, or the Commercial License Agreement, in case any national or international export regulations or foreign trade legislation, or any target country / customer / usage restrictions implied by embargos or other sanctions prohibit the provision of export controlled goods (Dual-Use items) and services to be granted to you under either this notice or the Commercial License Agreement. Cumulocity GmbH may inform you if a related official export approval by national or international export control authorities is required. Provision of affected Products will then be postponed until all such required approvals have been granted. The provision of Products not restricted by the above mentioned export prohibitions will remain unaffected of this restriction.

Miscellaneous

The Product is designed for general office use. It is not designed or intended for use in air traffic control, mass transit systems, critical medical purposes, the operation of nuclear facilities or any other use which could result in a high risk of safety or property damage. You warrant that you will not use the Product for such purposes. It is a material term that you shall not use the Product for benchmarking or similar performance-related testing purposes without the express written consent of Cumulocity GmbH. If Cumulocity GmbH consents to your using the Product for any benchmarking or similar performance-related testing purposes, you shall not publish or disclose to a third party the outcomes or results of any such exercise, or any information derived from the outcomes or results of such exercise, without the additional express written consent of Cumulocity GmbH. The invalidity of any provision of this Agreement shall not affect any other part of this Agreement. This Agreement represents the complete and exclusive understanding between the parties. No modification or amendment of this Agreement will be binding on any party unless acknowledged in writing by their duly authorized representatives. This Agreement is governed by the laws of the State of New York without giving effect to its conflicts-of-laws provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Commercial Code (UCC). The parties consent to exclusive personal jurisdiction in federal and state courts located in the Southern District of New York. In the event a dispute arising under this Agreement results in litigation, the non-prevailing party will pay the court costs and reasonable attorneys’ fees and expenses of the prevailing Party. EACH PARTY WAIVES ALL RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT THIS AGREEMENT.