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Duende SLA 2022
Duende SLA 2022
Duende Software, Inc. – Rev. 01/2022
DUENDE™ SOFTWARE LICENSE AGREEMENT
This Software License Agreement (“Agreement”) is a legal agreement between you (either
as an individual or a single entity (“You”)) and Duende Software, Inc. (“Licensor”) for certain
software application libraries as set forth on the quote or invoice (“Applications”) provided to
You by Licensor (“Quote”), associated “online”, electronic or hard copy user documentation,
and any upgrades, modified versions, bug fixes, additions and improvements thereof that
Licensor may make available during the Term of the Agreement (collectively referred to as
References to “You” herein shall refer to You, and/or the entity on whose behalf You are using
the Software, and all individual developer-users of the Software on behalf of such entity.
Please note: this Agreement is not intended for affiliate use outside the scope of this
Agreement. If you intend to purchase the software for use by Your Affiliates please contact
licensor for the appropriate fees and license before proceeding. “Affiliate” means any parent
or subsidiary entity that controls or is controlled by You. "Control" means the direct or indirect
ownership of more than fifty percent (50%) of the voting securities of an entity or possession
of the right to vote more than fifty percent (50%) of the voting interest in the ordinary direction
of the entity's affairs. An Affiliate shall only be considered such for so long as such control
If the Software is acquired by or on behalf of a unit or agency of the U.S. Government
(the “Government”), the Government agrees that the Software is “commercial
computer software” or “commercial computer software documentation” and that,
absent a written agreement to the contrary, the Government’s rights with respect to
the Software is limited by the terms of this Agreement, pursuant to applicable FAR
and/or DFARS and successor regulations.
BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE
SOFTWARE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE
TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, YOU MAY NOT
USE THE SOFTWARE OR ACCESS THE SOURCE CODE.
Accordingly, You and Licensor acknowledge and agree as follows:
1. LIMITED LICENSE
A. Subject to your complete and ongoing compliance with all the terms and
conditions set forth in this Agreement, including without limitation, payment of
any applicable fees and all license limitations and restrictions set forth herein,
Licensor grants You the following limited, non-exclusive, non-transferable, nonsublicensable, revocable license to use, and (where applicable) authorize your
employees and other personnel to use, the unmodified Software in binary form,
internally solely in connection with the specific Software Application(s) and
usage as set forth on the Quote and/or purchase terms selected and paid for in
conjunction with downloading the Software.
B. The License granted in Paragraph A above does not include the right to
sublicense, however, you may redistribute the Software upon payment of
additional license fees under a separate redistribution license agreement for the
A. You acknowledge that the license granted in Paragraph 1A does not include any
right to: (i) redistribute, sell, lease, license, or modify any portion of the
Software; (ii) reproduce, distribute, publicly display, or publicly perform any part
of the Software; (iii) modify the source code of any portion of the Software (other
than modifications made in a non-production environment); or (iv) remove,
obscure, interfere with or circumvent any feature of the Software, including
without limitation any copyright or other intellectual property notices, security,
or access control mechanism.
B. You may not use the Software for any purpose other than deploying it on one or
more servers in a manner for which the Software is expressly designed.
C. The Software may only be hosted on the machines, servers, and internetworking
devices within Your computer network or systems.
D. You may not sell, license, distribute, copy, modify, publicly perform or display,
transmit, publish, edit, adapt, create derivative works from, or make any use of
the Software except as expressly authorized in this Agreement.
E. If You are prohibited under applicable law from using the Software, You may not
use it, and You will comply with all applicable laws and regulations (including
without limitation laws and regulations related to export controls) in connection
with your use of the Software.
3. LICENSE FEES
A. If you wish to use the Software in a production environment, you may download
and use the Software for the Term upon payment of the appropriate license fee
as indicated on the Quote in accordance with the terms and conditions of this
B. If you wish to use the Software in a non-production environment, you may
download and access the source and/or binaries at no charge solely for testing
and evaluation purposes and in accordance with all license limitations and
restrictions set forth in this Agreement.
A. Licensor will only provide support in accordance with the support guidelines
posted at https://duendesoftware.com/products/support. Licensor will use
Duende Software, Inc. – Rev. 01/2022 Page 3 of 5
commercially reasonable efforts to resolve all reasonable support requests, but
makes no guarantee that all requests can be finally resolved.
B. Licensor shall not provide support for: instances of the Software deployed on
unsupported platforms as specified in the documentation accompanying the
Software; support requests not resulting from the ordinary use of the Software; or
support requests resulting from the use of third-party products.
C. Licensor will not provide You with any individual or customized support services
under this Agreement.
D. A support contract may be purchased separately from Licensor for individual or
customized support services with varying higher service levels than those
5. EXPORT CONTROLS. You represent and warrant that the Software will not be
shipped, transferred or exported into any country or used in any manner prohibited by
the United States Export Administration Act or any other export laws, restrictions or
regulations (collectively, “Export Laws”). In addition, if the Software is identified as
export controlled items under the Export Laws, You represent and warrant that You
are not a citizen, or otherwise located within, an embargoed nation (including without
limitation Cuba, Iran, North Korea, Sudan, or Syria) and that You are not otherwise
prohibited under the Export Laws from receiving the Software. Any use in violation of
the foregoing limitations and restrictions is strictly prohibited, and unlicensed.
6. RESERVATION OF RIGHTS. The Software is owned by Licensor and licensed, not
sold, to You. The Software is protected by copyright laws and international copyright
treaties, as well as other intellectual property laws and treaties. Except for the limited
rights of use granted herein, all right, title and interest to the Software, including patent,
copyright, and trademark rights in and to the Software, the accompanying printed
materials, and any copies of the Software are owned by Licensor.
7. CONFIDENTIALITY. The Software is the confidential and proprietary information of
Licensor, and You may not, during the term or thereafter, disclose it to any third party,
or to use it for any purpose other than as expressly provided herein, without a separate
written agreement with Licensor authorizing You to do so.
8. FEEDBACK. If You provide Licensor with any comments, bug reports, feedback,
enhancements, or modifications proposed or suggested by You for the Software
(“Feedback”), such Feedback is provided on a non-confidential basis (notwithstanding
any notice to the contrary You may include in any accompanying communication), and
Licensor shall have the right to use such Feedback at its discretion, including, but not
limited to the incorporation of such suggested changes into future releases of the
Software. You hereby grant Licensor a perpetual, irrevocable, transferable,
sublicensable, nonexclusive license under all rights necessary to incorporate and use
your Feedback for any purpose, including to make and sell any products and services.
Duende Software, Inc. – Rev. 01/2022 Page 4 of 5
9. TERM AND TERMINATION. This Agreement will remain in effect for the time
frame specified in your Quote issued to you by Licensor and commences on the
date You: (i) paid the applicable license fee for the Software; or (ii) downloaded
the Software as a non-production user. However, Licensor may terminate this
Agreement upon 30 days’ prior written notice allowing You the opportunity to cure, for
any actual or suspected misuse or abuse by You of the Software or any material
violation of this Agreement. You may also choose to terminate this Agreement for any
reason by ceasing all use of the Software. Following any termination of this Agreement,
You will not be provided any refund, in whole or in part, and You must immediately
cease use of the Software, remove or destroy any instances of the Software and/or
copies thereof, and be able to show evidence of such cessation to Licensor upon
request. The terms of this Agreement that expressly are to, or by implication ought to,
survive, will survive this Agreement. Notwithstanding the foregoing, should Licensor
completely cease to do business (excluding transactions in connection with a sale of
all or substantially all of Licensor’s assets or stock, or in connection with a merger or
other corporate reorganization), the term of this Agreement shall be perpetual as to
Your custom application previously deployed by You prior to the date of such cessation
of business and without the need for any further payments in accordance with all
limitations and restrictions in this Agreement.
10. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY.
The Software and any support are provided on an “as is” basis, without warranty
of any kind. To the maximum extent permitted by applicable law, Licensor
disclaims all warranties and conditions, express, implied, statutory or otherwise,
including but not limited to implied warranties or conditions of fitness for a
particular purpose, merchantability, title, quality, results, and non-infringement.
Under no circumstances will Licensor be liable for any consequential, special,
indirect, incidental or punitive damages whatsoever arising out of the use or
inability to use the Software, even if Licensor has been advised of the possibility
of such damages, and notwithstanding any failure of essential purpose of any
limited remedy. In no event will Licensor’s aggregate liability for damages arising
out of this Agreement or the terms exceed the amount paid by you for the
Software. Some jurisdictions do not allow limitations on implied warranties or
the exclusion or limitation of liability for consequential or incidental damages,
so the above limitations may not apply to You. In such an event, the above
limitations and exclusions will be enforced to the maximum extent permitted
under applicable law.
11. INDEMNITY. You agree to indemnify Licensor and its affiliates, officers, directors,
suppliers, licensors, and other customers from and against any and all liability and
costs (including reasonable attorneys’ fees) incurred by such parties in connection with
or arising out of your use or misuse of the Software.
Duende Software, Inc. – Rev. 01/2022 Page 5 of 5
12. GOVERNING LAW; VENUE. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of New York, USA, excluding its law on conflict
of laws. You hereby consent to submit to personal jurisdiction and venue exclusively
in the federal and state courts of the State of New York, USA.
13. GENERAL PROVISIONS.
A. You will be responsible for the payment of all taxes, duties, levies, and other charges
including, but not limited to sales, use, gross receipts, excise, VAT, ad valorem and
any other taxes, any withholdings or deductions, import and custom taxes, any duties,
or any other charges imposed by any taxing authority (excluding any taxes based on
the Licensor’s income) with respect to the fees payable to Licensor in connection with
B. This Agreement contains the entire agreement between You and Licensor,
supersedes any other agreement or discussions, oral and written, concerning
the subject matter hereof, and may not be modified or amended except by a
written amendment signed by both parties.
C. If any provision of this Agreement is declared invalid, illegal, or unenforceable
by a court of competent jurisdiction, such provision shall, as to that jurisdiction,
be ineffective only to the extent of such invalidity, illegality, or unenforceability,
and shall not in any manner affect the remaining provisions hereof in such
jurisdiction or render any other provision of this Agreement invalid, illegal, or
unenforceable in any other jurisdiction.
D. You may provide Licensor with a valid purchase order; provided, however,
purchase orders are to be used solely for your accounting purposes and any
terms and conditions contained therein shall be deemed null and void with
respect to the parties’ relationship and this License Agreement. Any such
purchase order provided to Licensor shall in no way relieve you of any obligation
entered into pursuant to this License Agreement including, but not limited to,
your obligation to pay Licensor the appropriate license fees.
E. You agree that in the event of a breach or threatened breach of this Agreement,
Licensor may suffer irreparable harm and will be entitled to specific
performance, and preliminary and/or permanent injunctive relief to enforce this
Agreement without the need to post bond and that such relief shall be in addition
to, and not in lieu of, any monetary damages or other relief a court of competent
jurisdiction, whether at law or equity, may award.
F. This Agreement shall supersede any provisions of the Uniform Commercial
Code as adopted or made applicable to the Software in any competent
jurisdiction. This Agreement shall not be governed by the United Nations
Convention on Contracts for the International Sale of Goods.