RightLink End User License Agreeement (EULA)

Overview

Information regarding reuse of RightLink software and source code.

End User License Agreement

NOTICE: BY DOWNLOADING AND INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT ("EULA"). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MAY NOT DOWNLOAD, INSTALL, COPY OR USE THE SOFTWARE. "YOU" MEANS THE NATURAL PERSON OR THE ENTITY THAT IS AGREEING TO BE BOUND BY THIS EULA, AND ANY EMPLOYEES AND THIRD PARTY CONTRACTORS THAT PROVIDE SERVICES TO YOU. YOU SHALL BE LIABLE FOR ANY FAILURE BY SUCH EMPLOYEES AND THIRD PARTY CONTRACTORS TO COMPLY WITH THE TERMS OF THIS AGREEMENT.

1. DEFINITIONS

1.1 "Software" means software products that are licensed to you under this EULA, including, but not limited to, the RightLink agent and any related components, certain Open Source Software and Third Party Software packaged with the RightLink agent, and any application programming interfaces, scripts, and files provided with the Software, as well as associated media, online or electronic documentation, and any updates, upgrades, and maintenance releases thereto.

1.2 "Open Source Software" means various open source software components licensed under the terms of the applicable open source license agreements included in the materials relating to such software. Open Source Software is composed of individual software components, each of which has its own copyright and its own applicable license conditions. The Open Source Software licenses can be found on the filesystem after installation within each Open Source Software package.

1.3 "Third Party Software" means various third party software components licensed under the terms of applicable third party license agreements included in the materials relating to such software. Third Party Software is composed of individual software components, each of which has its own copyright and its own applicable license conditions. The Third Party Software licenses can be found on the filesystem after installation within each Third Party Software package.

2. COMMUNICATIONS FUNCTIONALITY

Use of the Software requires you to establish and maintain a RightScale user account, subject to the RightScale terms of service available at www.rightscale.com. You acknowledge and agree that the primary purpose of the Software is to enable communication between the computers and systems You control and the RightScale Cloud Management Platform ("RightScale Platform"). The Software is configured to enable such communication and you must not install or deploy the Software if you do not want to enable such communication or use the RightScale Platform.

3. GRANT AND USE RIGHTS FOR SOFTWARE.

3.1 License. The Software is licensed, not sold. Subject to the terms of this EULA, RightScale hereby grants you a non-exclusive, non-transferable license, without rights to sublicense, to use the object code of the Software for the purpose as set forth in the applicable documentation for the Software, subject to this EULA, the product-specific terms specified in any license for Open Source Software or Third Party Software, the technical restrictions of the Software, and/or any additional licensing terms specified via product documentation, notification and/or policy change posted at http://support.rightscale.com/12-Guides/RightLink. You may use the documentation accompanying the Software in connection with permitted uses of the Software.

3.2 License Limitations. Unless expressly permitted by the terms of a license applicable to Third Party Software or Open Source Software, (a) You may not copy the Software except for a reasonable number of machine-readable copies of the Software for backup or archival purposes and except as expressly permitted in this EULA; and (b) You may not remove or modify any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings on the Software. You are not granted any rights to any trademarks or service marks of RightScale. RightScale, and the licensors of any Open Source Software or Third Party Software (as applicable), retain all rights not expressly granted to you in this EULA.

3.3 Restrictions. Unless expressly permitted by the terms of a license applicable to Third Party Software or Open Source Software, You may not (i) sell, lease, license, sublicense, distribute or otherwise transfer in whole or in part the Software to another party; (ii) provide, disclose, divulge or make available to, or permit use of the Software in whole or in part by, any third party without RightScale's prior written consent; or (iii) modify or create derivative works based upon the Software;

3.4 Additional Rights to Open Source Software. You may have additional rights with respect to Open Source Software, such as the right to access source code for the Open Source Software and/or redistribute or modify the Open Source Software under the license terms applicable to the Open Source Software. You should refer to the specific license terms provided with the Open Source Software to understand the scope of your rights.

3.5 Licenses Required for Third Party Applications. The Software enables you to configure and run various third-party applications and programs. You are responsible for obtaining and complying with any licenses necessary to operate any such applications or programs.

4. TITLE. As between You and RightScale, RightScale retains all right, title, and interest in and to the Software and in all related copyrights, trade secrets, patents, trademarks, and any other intellectual and industrial property and proprietary rights, including registrations, applications, renewals, and extensions of such rights.

5. SUPPORT; FEEDBACK

5.1 Support. RightScale will not provide any support services under this EULA. This EULA does not give you any rights to any updates or upgrades to the Software or to any extensions or enhancements to the Software developed by RightScale at any time in the future. RightScale may offer support and subscription services separately. If you have purchased RightScale support and subscription services with the Software, these services are provided to you under your separate agreement with RightScale. Please contact support@rightscale.com for a copy of your specific agreement. Any supplemental software code or related materials that RightScale provides to you as part of any support and subscription services are to be considered part of the Software and are subject to the terms and conditions of this EULA.

5.2 Feedback. Any feedback you provide RightScale relating to the Software or the RightScale Platform, or any other technical information you provide to RightScale, may be used for any RightScale business purposes without restriction or compensation, including for product support and product development purposes.

6. TERMINATION

6.1 Termination. Either party may terminate this EULA upon written notice to the other party. This EULA will terminate automatically, immediately, and without notice if you fail to comply with any term of this EULA.

6.2 Effect of Termination. In the event of termination, you must destroy all copies of the Software. In addition you must remove all copies of the Software, including all backup copies, from all computers and services on which it is installed. From time to time, RightScale may change the terms of this EULA. RightScale will notify you of such change. Your continued use of the Software will indicate your agreement to the change.

7. LIMITED WARRANTY AND LIMITATION OF LIABILITY

7.1 No Warranty. RIGHTSCALE AND ITS LICENSORS PROVIDE THE SOFTWARE AS-IS AND WITH ALL FAULTS AND EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

7.2 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, IN NO EVENT WILL RIGHTSCALE AND ITS LICENSORS BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE PRECEDING LIMITATION MAY NOT APPLY TO YOU. RIGHTSCALE AND ITS LICENSORS' LIABILITY UNDER THIS EULA WILL NOT, IN ANY EVENT, EXCEED THE LICENSE FEES, IF ANY, PAID BY YOU FOR THE SOFTWARE LICENSED TO YOU UNDER THIS EULA. THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER RIGHTSCALE OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8. GENERAL

8.1 Entire Agreement. This Agreement sets forth RightScale's entire liability and your exclusive remedy with respect to the Software and supersedes the terms of any purchase orders and any other communications or advertising with respect to the Software. You acknowledge that this Agreement is a complete statement of the agreement between you and RightScale with respect to the Software, and that there are no other prior or contemporaneous understandings, promises, representations, or descriptions with respect to the Software. Headings under this EULA are intended only for convenience and shall not affect the interpretation of this EULA. No failure of either party to exercise or enforce any of its rights under this EULA will act as a waiver of those rights. This EULA may only be modified, or any rights under it waived, by a written document executed by the party against which it is asserted. If any provision of this EULA is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this EULA will not be affected.

8.2 Governing Law. This EULA will be governed by California law and the United States of America, without regard to its choice of law principles. The United Nations Convention for the International Sale of Goods shall not apply.

8.3 Government Restrictions. You may not export or re-export the Software except in compliance with the United States Export Administration Act and the related rules and regulations and similar non-U.S. government restrictions, if applicable. The Software and accompanying documentation are deemed to be "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performing, displaying, or disclosing of the Software by the U.S. Government shall be governed solely by the terms of this EULA.

8.4 Third Party Beneficiaries. You acknowledge and agree that RightScale's licensors, and/or the developers of any Third Party Software or Open Source Software you obtain hereunder, are third party beneficiaries of this EULA, with the right to enforce the obligations set forth herein with respect to the respective rights and technologies of such parties.

8.5 Trademarks. RightScale, RightLink, and RightImage are trademarks and/or registered trademarks of RightScale, Inc. in the United States and/or various jurisdictions.

8.6 Contact Information. If you have any questions about this EULA, or if you want to contact RightScale for any reason, please direct all correspondence to: RightScale, Inc., Product Support Team, 136 W Canon Perdido Street, Santa Barbara CA 93101, United States of America or email support@rightscale.com.