-BY CLICKING ON THE “I AGREE” BUTTON OR INSTALLING OR USING ALL OR ANY PORTION OF THE SOFTWARE, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU. +BY USING THIS SOFTWARE, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.
-IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, CLICK “I DON’T AGREE”. YOU WILL NOT BE GIVEN ACCESS TO THE SOFTWARE UNLESS YOU ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU HAVE PAID A LICENSE FEE FOR USE OF THE SOFTWARE AND DO NOT AGREE TO THESE TERMS, YOU MAY RETURN OR CONFIRM DELETION OF ALL COPIES OF THE SOFTWARE FOR A FULL REFUND PROVIDED YOU (A) DO NOT USE THE SOFTWARE AND (B) RETURN THE SOFTWARE WITHIN THIRTY (30) DAYS OF YOUR INITIAL PURCHASE. -
-IF YOU WISH TO USE the Software AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT. THE LICENSES GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL. +IF YOU WISH TO USE THE SOFTWARE AS AN EMPLOYEE, CONTRACTOR, OR AGENT OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND THE ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT. THE LICENSES GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.
IF YOU HAVE ENTERED INTO A SEPARATE WRITTEN LICENSE AGREEMENT WITH SAUCE LABS FOR USE OF THE SOFTWARE, THE TERMS AND CONDITIONS OF SUCH OTHER AGREEMENT SHALL PREVAIL OVER ANY CONFLICTING TERMS OR CONDITIONS IN THIS AGREEMENT.
-This End User License Agreement (“Agreement”) is between Sauce Labs Inc, located at 55 Sheridan St., San Francisco, CA 94103 (“Sauce Labs”) and the customer (individual or entity) that has downloaded or otherwise procured the licensed Software (as defined below) for use as an end user (“you”). This Agreement covers any Software and supporting technical documentation provided with the Software (“Documentation”). +This End User License Agreement (“Agreement”) is between Sauce Labs Inc., located at 539 Bryant Street, #303, San Francisco, CA 94107 (“Sauce Labs”) and the customer (individual or entity) that has downloaded or otherwise procured the licensed Software (as defined below) for use as an end user (“you”). This Agreement covers any Software and supporting technical documentation provided with the Software (“Documentation”).
-Effective Date: means the earlier of the date you sign an Order Form or the date on which the Software is first made available to you. -Order Form: means any order on Sauce Labs’ standard order form which is executed by Sauce Labs and you and which references this Agreement. Each Order Form which references this Agreement shall be deemed a part of this Agreement. This Agreement is binding on you whether or not you execute an Order Form with Sauce Labs. +Effective Date: means the earlier of (i) the date you sign an Order Form or (ii) the date on which the Software is first made available to you. Order Form: means any order on Sauce Labs’ standard order form which is executed by Sauce Labs and you and which references this Agreement. Each Order Form which references this Agreement shall be deemed a part of this Agreement. This Agreement is binding on you whether or not you execute an Order Form with Sauce Labs.
Software: means the Sauce Labs software product(s) provided in connection with this Agreement in object code form. “Software” shall also include any releases provided to or purchased by you under any separate support and maintenance agreement you may enter into with Sauce Labs. Unless otherwise noted, the Software and Documentation are referred to collectively herein as “Software”.
-2.1 Grant of License. Subject to all of the terms and conditions of this Agreement, Sauce Labs grants you a non-transferable, non-sublicensable, non-exclusive license to use the Software, but only in accordance with (i) the Documentation, (ii) this Agreement and (iii) any license term, subscription term or other user, computer, field of use or other restrictions set forth in the applicable Order Form or otherwise specified upon download of the Software. +2.1 Grant of License. Subject to all of the terms and conditions of this Agreement and compliance therewith, Sauce Labs grants you a non-transferable, non-sublicensable, non-exclusive license to: (A) use the Software for internal purposes only; and (B) distribute the Software solely for the purpose of bundling the Software with any of your products or services; provided that, such bundling shall not be permitted if the primary value of your product or service is the Software. In the case of both (A) and (B), your use and distribution of the Software shall be in accordance with (i) the Documentation, (ii) this Agreement and (iii) any license term, subscription term or other user, computer, field of use or other restrictions set forth in the applicable Order Form or otherwise specified upon download of the Software. The foregoing license does not include a license to (and you will not use or register anywhere in the world) any trademark or service mark used by Sauce Labs anywhere in the world.
-2.2 Installation and Copies. Sauce Labs shall deliver the Software and Documentation by disk or other media or make it available for download in electronic form. Sauce Labs shall also provide you with electronic passwords or other enabling mechanisms if necessary to permit the licensed usage of the Software. Delivery shall be deemed to occur as of the Effective Date (or, if later, such date on which the Software and license keys are first made available to you). You may copy and install the number of copies of Software you indicated to Sauce Labs at the time of download. You may also make one copy of the Software for back-up and archival purposes. +2.2 Installation and Copies. The Software and Documentation are available via download in electronic form. Sauce Labs shall also provide you with a user name and electronic password or other enabling mechanisms if necessary to permit the licensed usage of the Software. Delivery shall be deemed to occur as of the Effective Date (or, if later, such date on which the Software and license keys are first made available to you).
-2.3 License Restrictions. You shall not (and shall not allow any third party to): (a) work around any technical limitations in the Software; (b) decompile, disassemble, or otherwise reverse engineer the Software or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Software by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions);(c) distribute, sell, sublicense, rent, lease or use the Software (or any portion thereof) for time sharing, commercial hosting, service provider or like purposes; (d) remove any product identification, proprietary, copyright or other notices contained in the Software; (e) modify any part of the Software, create a derivative work of any part of the Software, or incorporate the Software into or with other software, except to the extent expressly authorized in writing by Sauce Labs; or (f) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Software. +2.3 License Restrictions. You shall not (and shall not allow any third party to): (a) work around any technical limitations in the Software; (b) decompile, disassemble, or otherwise reverse engineer the Software or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Software by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions); (c) except as permitted by 2.1(B), distribute, sell, sublicense, rent, lease or use the Software (or any portion thereof) for time sharing, commercial hosting, service provider or like purposes; (d) remove any product identification, proprietary, copyright or other notices contained in the Software; (e) modify any part of the Software, create a derivative work of any part of the Software, or incorporate the Software into or with other software, except to the extent expressly authorized herein or in writing by Sauce Labs; (f) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Software, (g) use the Software in a manner that violates, or encourages the violation of, the legal rights of others, (h) use the Software for any unlawful, invasive, infringing, defamatory, or fraudulent purpose, (i) use the Software to interfere with Sauce Lab’s products and services, (j) create or attempt to create a substitute or similar service or product through use of or access to the Software or proprietary information related thereto; (k) use the Software to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature; (l) use the Software to alter, disable, interfere with, or circumvent any aspect of Sauce Labs’ products or services, including but not limited to security features of such products and services; or (l) use the Software in a manner not authorized by Sauce Labs.
2.4 Special Provision regarding Beta or Evaluation Code. If the Software was provided to you free of charge or is otherwise designated as a “beta” or “evaluation” release, you acknowledge that the Software may not be complete or fully functional and furthermore that Sauce Labs provides the Software to you without any support, maintenance or other obligation of any kind. Sauce Labs does not guarantee that the Software will continue to be made available for any period of time or that any future release of the Software will be made available under the same terms.
-2.5 Third-Party Open Source Code. The Software may contain or be provided with components subject to the terms and conditions of “open source” software licenses (“Open Source Software”). Open Source Software may be identified in the Documentation, legal notices or as otherwise designated by Sauce Labs or provided to Customer upon Customer’s written request. To the extent required by the license that accompanies the Open Source Software, the terms of such license will apply in lieu of the terms of this Agreement with respect to such Open Source Software, including, without limitation, any provisions governing access to source code, modification or reverse engineering. +2.5 Third-Party Open Source Code. The Software may contain or be provided with components subject to the terms and conditions of “open source” software licenses (“Open Source Software”). Open Source Software may be identified in the Documentation, legal notices or as otherwise designated by Sauce Labs or provided to Customer upon Customer’s written request. To the extent required by the license that accompanies the Open Source Software, the terms of such license will apply in lieu of the terms of this Agreement with respect to such Open Source Software, including, without limitation, any provisions governing access to source code, modification or reverse engineering. +
@@ -59,7 +57,7 @@
4.2 Termination. Upon any expiration or termination of this Agreement, you shall cease any and all use of any Software and destroy all copies thereof and so certify to Sauce Labs in writing.
-4.3 Survival. Sections 2.3 (License Restrictions), 3 (Ownership), 4 (Term of Agreement), 5 (Warranty Disclaimer), 7 (Limitation of Remedies and Damages), 8 (Confidential Information), 10 (Export Compliance) and 11 (General) shall survive any termination or expiration of this Agreement. +4.3 Survival. Sections 1 (Definitions), 2.3 (License Restrictions), 3 (Ownership), 4 (Term of Agreement), 5 (Warranty Disclaimer), 7 (Limitation of Remedies and Damages), 8 (Confidential Information), 10 (Export Compliance) and 11 (General) shall survive any termination or expiration of this Agreement.
@@ -68,17 +66,17 @@
Sauce Labs may provide the support and maintenance services, if any, as -separately purchased by you and specified in the applicable Order Form. All -support & maintenance shall be provided pursuant to Sauce Labs’ standard service terms which are available upon request from Sauce Labs. +
Sauce Labs may provide the support and maintenance services, if any, as separately purchased by you and specified in the applicable Order Form. All support & maintenance shall be provided pursuant to Sauce Labs’ standard service terms which are available upon request from Sauce Labs.
-7.1 NEITHER YOU NOR Sauce Labs (Including Sauce Labs’ suppliers) SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. +7.1 SAUCE LABS (INCLUDING SAUCE LABS’ SUPPLIERS) SHALL NOT BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF IT IS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. +
+7.2 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SAUCE LABS AND ITS SUPPLIERS’ ENTIRE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO SAUCE LABS UNDER THIS AGREEMENT.
-7.2 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SAUCE LABS AND ITS SUPPLIERS’ ENTIRE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO SAUCE LABS UNDER THIS AGREEMENT. +7.3 The parties agree that the limitations specified in this Section 7 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
-7.3 The parties agree that the limitations specified in this Section 7 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. +7.4 You shall, at your expense, indemnify, hold harmless and, at Sauce Lab’s option and request, defend Sauce Labs and its affiliates, and its and their officers, employees, agents, and suppliers from and against any claims, suits, losses, liabilities, damages, court judgments or awards and the associated costs and expenses (including attorneys’ fees) (collectively, “Losses”) payable to third parties because of (i) actual or alleged infringement by any of your products or services of any intellectual property right or other right of a third party or (ii) breach by you of any representation or warranty contained in this Agreement.
Any software, documentation or technical information provided by Sauce Labs (or its agents) shall be deemed “Sauce Labs Confidential Information” without any marking or further designation. Except as expressly authorized herein, you will hold in confidence and not use or disclose any Sauce Labs Confidential Information. You acknowledge that disclosure of Sauce Labs Confidential Information would cause substantial harm to Sauce Labs that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by you, Sauce Labs shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law. @@ -96,7 +94,7 @@
11.2 Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
-11.3 Governing Law; Jurisdiction and Venue. This Agreement shall be governed by the laws of The State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to the subject matter hereof shall be the California state and United States federal courts located in San Francisco, California, and both parties hereby submit to the personal jurisdiction of such courts. +11.3 Governing Law; Jurisdiction and Venue. This Agreement shall be governed by the laws of The State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to the subject matter hereof shall be the California state and United States federal courts located in San Francisco, California, and both parties hereby submit to the personal jurisdiction of such courts.
11.4 Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.
@@ -110,7 +108,7 @@
11.9 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events, which occur after the signing of this Agreement and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of license by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.
-11.10 Government End-Users. The Software is commercial computer software. If the user or licensee of the Software is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Software was developed fully at private expense. All other use is prohibited. +11.10 Government End-Users. The Software is commercial computer software. If the user or licensee of the Software is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Software was developed fully at private expense. All other use is prohibited.