key: bitwarden-1.0 short_name: Bitwarden License Agreement v1 name: Bitwarden License Agreement v1 category: Non-Commercial owner: Bitwarden homepage_url: https://github.com/bitwarden/server/blob/v1.38.1/LICENSE_BITWARDEN.txt spdx_license_key: LicenseRef-scancode-bitwarden-1.0 faq_url: https://github.com/bitwarden/server/blob/v1.38.1/LICENSE_FAQ.md text: | BITWARDEN LICENSE AGREEMENT Version 1, 4 September 2020 PLEASE CAREFULLY READ THIS BITWARDEN LICENSE AGREEMENT ("AGREEMENT"). THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU AND BITWARDEN, INC. ("BITWARDEN") AND GOVERNS YOUR USE OF THE COMMERCIAL MODULES (DEFINED BELOW). BY COPYING OR USING THE COMMERCIAL MODULES, YOU AGREE TO THIS AGREEMENT. IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MAY NOT COPY OR USE THE COMMERCIAL MODULES. IF YOU ARE COPYING OR USING THE COMMERCIAL MODULES ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO AGREE TO THIS AGREEMENT ON BEHALF OF SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, DO NOT COPY OR USE THE COMMERCIAL MODULES IN ANY MANNER. This Agreement is entered into by and between Bitwarden and you, or the legal entity on behalf of whom you are acting (as applicable, "You" or "Your"). 1. DEFINITIONS "Bitwarden Software" means the Bitwarden server software, libraries, and Commercial Modules. "Commercial Modules" means the modules designed to work with and enhance the Bitwarden Software to which this Agreement is linked, referenced, or appended. 2. LICENSES, RESTRICTIONS AND THIRD PARTY CODE 2.1 Commercial Module License. Subject to Your compliance with this Agreement, Bitwarden hereby grants to You a limited, non-exclusive, non-transferable, royalty-free license to use the Commercial Modules for the sole purposes of internal development and internal testing, and only in a non-production environment. 2.2 Reservation of Rights. As between Bitwarden and You, Bitwarden owns all right, title and interest in and to the Bitwarden Software, and except as expressly set forth in Sections 2.1, no other license to the Bitwarden Software is granted to You under this Agreement, by implication, estoppel, or otherwise. 2.3 Restrictions. You agree not to: (i) except as expressly permitted in Section 2.1, sell, rent, lease, distribute, sublicense, loan or otherwise transfer the Commercial Modules to any third party; (ii) alter or remove any trademarks, service mark, and logo included with the Commercial Modules, or (iii) use the Commercial Modules to create a competing product or service. Bitwarden is not obligated to provide maintenance and support services for the Bitwarden Software licensed under this Agreement. 2.4 Third Party Software. The Commercial Modules may contain or be provided with third party open source libraries, components, utilities and other open source software (collectively, "Open Source Software"). Notwithstanding anything to the contrary herein, use of the Open Source Software will be subject to the license terms and conditions applicable to such Open Source Software. To the extent any condition of this Agreement conflicts with any license to the Open Source Software, the Open Source Software license will govern with respect to such Open Source Software only. 3. TERMINATION 3.1 Termination. This Agreement will automatically terminate upon notice from Bitwarden, which notice may be by email or posting in the location where the Commercial Modules are made available. 3.2 Effect of Termination. Upon any termination of this Agreement, for any reason, You will promptly cease use of the Commercial Modules and destroy any copies thereof. For the avoidance of doubt, termination of this Agreement will not affect Your right to Bitwarden Software, other than the Commercial Modules, made available pursuant to an Open Source Software license. 3.3 Survival. Sections 1, 2.2 -2.4, 3.2, 3.3, 4, and 5 will survive any termination of this Agreement. 4. DISCLAIMER AND LIMITATION OF LIABILITY 4.1 Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE BITWARDEN SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED REGARDING OR RELATING TO THE BITWARDEN SOFTWARE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FURTHER, BITWARDEN DOES NOT WARRANT RESULTS OF USE OR THAT THE BITWARDEN SOFTWARE WILL BE ERROR FREE OR THAT THE USE OF THE BITWARDEN SOFTWARE WILL BE UNINTERRUPTED. 4.2 Limitation of Liability. IN NO EVENT WILL BITWARDEN OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY UNDER THIS AGREEMENT FOR (I) ANY AMOUNTS IN EXCESS OF US $25 OR (II) FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF BITWARDEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 5. MISCELLANEOUS 5.1 Assignment. You may not assign or otherwise transfer this Agreement or any rights or obligations hereunder, in whole or in part, whether by operation of law or otherwise, to any third party without Bitwarden's prior written consent. Any purported transfer, assignment or delegation without such prior written consent will be null and void and of no force or effect. Bitwarden may assign this Agreement to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Subject to this Section 5.1, this Agreement will be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. 5.2 Entire Agreement; Modification; Waiver. This Agreement represents the entire agreement between the parties, and supersedes all prior agreements and understandings, written or oral, with respect to the matters covered by this Agreement, and is not intended to confer upon any third party any rights or remedies hereunder. You acknowledge that You have not entered in this Agreement based on any representations other than those contained herein. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by both parties. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default. 5.3 Governing Law. This Agreement will in all respects be governed by the laws of the State of California without reference to its principles of conflicts of laws. The parties hereby agree that all disputes arising out of this Agreement will be subject to the exclusive jurisdiction of and venue in the federal and state courts within Los Angeles County, California. You hereby consent to the personal and exclusive jurisdiction and venue of these courts. The parties hereby disclaim and exclude the application hereto of the United Nations Convention on Contracts for the International Sale of Goods. 5.4 Severability. If any provision of this Agreement is held invalid or unenforceable under applicable law by a court of competent jurisdiction, it will be replaced with the valid provision that most closely reflects the intent of the parties and the remaining provisions of the Agreement will remain in full force and effect. 5.5 Relationship of the Parties. Nothing in this Agreement is to be construed as creating an agency, partnership, or joint venture relationship between the parties hereto. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever. 5.6 Notices. All notices permitted or required under this Agreement will be in writing and will be deemed to have been given when delivered in person (including by overnight courier), or three (3) business days after being mailed by first class, registered or certified mail, postage prepaid, to the address of the party specified in this Agreement or such other address as either party may specify in writing. 5.7 U.S. Government Restricted Rights. If Commercial Modules is being licensed by the U.S. Government, the Commercial Modules is deemed to be "commercial computer software" and "commercial computer documentation" developed exclusively at private expense, and (a) if acquired by or on behalf of a civilian agency, will be subject solely to the terms of this computer software license as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors; and (b) if acquired by or on behalf of units of the Department of Defense ("DOD") will be subject to the terms of this commercial computer software license as specified in 48 C.F.R. 227.7202-2, DOD FAR Supplement and its successors. 5.8 Injunctive Relief. A breach or threatened breach by You of Section 2 may cause irreparable harm for which damages at law may not provide adequate relief, and therefore Bitwarden will be entitled to seek injunctive relief in any applicable jurisdiction without being required to post a bond. 5.9 Export Law Assurances. You understand that the Commercial Modules is subject to export control laws and regulations. You may not download or otherwise export or re-export the Commercial Modules or any underlying information or technology except in full compliance with all applicable laws and regulations, in particular, but without limitation, United States export control laws. None of the Commercial Modules or any underlying information or technology may be downloaded or otherwise exported or re- exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of specially designated nationals or the U.S. Commerce Department's list of prohibited countries or debarred or denied persons or entities. You hereby agree to the foregoing and represents and warrants that You are not located in, under control of, or a national or resident of any such country or on any such list. 5.10 Construction. The titles and section headings used in this Agreement are for ease of reference only and will not be used in the interpretation or construction of this Agreement. No rule of construction resolving any ambiguity in favor of the non-drafting party will be applied hereto. The word "including", when used herein, is illustrative rather than exclusive and means "including, without limitation."