Developer License Agreement

Developer License Agreement

Lucidworks, Inc. Developer License Agreement

IMPORTANT- READ CAREFULLY- “WE,” “US,” “OUR,” AND “LUCID” REFERS TO LUCIDWORKS, INC. “YOU” AND “YOUR” REFERS TO THE INDIVIDUAL OR ENTITY THAT WISHES TO USE THE PROGRAMS FROM LUCID. “PROGRAMS” REFERS TO THE LUCIDWORKS SOFTWARE PRODUCT YOU OBTAIN FROM LUCIDWORKS OR DOWNLOAD FROM THE LUCIDWORKS WEBSITE AND PROGRAM DOCUMENTATION. NOTE: THIS LICENSE IS LIMITED TO 30 DAYS AFTER DOWNLOAD. AFTER SUCH TIME, YOU MUST UNINSTALL AND/OR DESTROY THE PROGRAMS. WE ARE WILLING TO LICENSE THE PROGRAMS TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LUCIDWORKS, INC. DEVELOPER LICENSE AGREEMENT (“AGREEMENT”). READ THE TERMS CAREFULLY AND SELECT THE “ACCEPT LICENSE AGREEMENT” BUTTON TO CONFIRM YOUR ACCEPTANCE AND AGREEMENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, SELECT THE “DECLINE LICENSE AGREEMENT” BUTTON AND THE REGISTRATION PROCESS WILL NOT CONTINUE AND YOU WILL NOT BE PERMITTED TO DOWNLOAD, INSTALL OR USE THE PROGRAMS.

License Rights

We grant You, for a period of thirty (30) days after download, a nonexclusive, nontransferable limited license to use the Programs only for the purpose of developing, testing and prototyping Your application, and not for any other purpose. If You want to use the application You develop under this Agreement for any internal data processing or for any commercial or production purposes, or You want to use the Programs for any purpose other than as permitted under this Agreement, You must obtain a production release version of the Program by contacting us to obtain the appropriate license. However, You acknowledge that we may not produce a production release version of the Program and any development efforts undertaken by You are at Your own risk. Program documentation, if available, may be accessed online at www.lucidworks.com.

Ownership and Restrictions

We retain all ownership and intellectual property rights in the Programs. The Programs may be installed on one computer only, and used by one person in the operating environment identified by us. You may make one copy of the Programs for backup purposes.

You may not: – use the Programs for Your own internal data processing or for any commercial or production purposes, or use the Programs for any purpose except the development of Your application; – use the application You develop with the Programs for any internal data processing or commercial or production purposes without securing an appropriate license from us; – continue to develop Your application after You have used it for any internal data processing, commercial or production purpose without securing an appropriate license from us; – remove or modify any Program markings or any notice of our proprietary rights; – make the Programs available in any manner to any third party; – use the Programs to provide third party training; – assign this Agreement or give or transfer the Programs or an interest in them to another individual or entity; – cause or permit reverse engineering (unless required by law for interoperability), disassembly or decompilation of the Programs; – disclose results of any Program benchmark tests without our prior consent.

Disclaimer of Warranty and Exclusive Remedies

THE PROGRAMS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WE FURTHER DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.

Limitation of Liability

IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR ENTIRE LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED FIVE HUNDRED DOLLARS (U.S. $500.00).

No Technical Support

Our technical support organization will not provide technical support, phone support, or updates to You for the Programs licensed under this Agreement.

End of Agreement

You may terminate this Agreement by destroying all copies of the Programs. We have the right to terminate Your right to use the Programs at any time for any reason if You fail to comply with any of the terms of this Agreement, in which case You shall destroy all copies of the Programs.

Relationship Between the Parties

The relationship between You and us is that of licensee/licensor. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other party as agent, employee, franchisee, or in any other capacity. Nothing in this Agreement shall be construed to limit either party’s right to independently develop or distribute software that is functionally similar to the other party’s products, so long as proprietary information of the other party is not included in such software.

Open Source

The Lucidworks Certified Distribution for Lucene and Lucidworks Certified Distribution for Solr Applications may be provided with the Programs and they are licensed by Lucid to You under the Apache Software Foundation License, Version 2.0, or subsequent versions of the Apache Software Foundation License. In addition, the Programs are distributed to You in aggregation with various third party software (“Open Source Software”). The Open Source Software is distributed to You under the terms of various “open source” license agreements which are incorporated herein by reference. Please review “notices.txt” in the “licenses” sub directory where the Software is installed for these notices and requirements. The Open Source Software notices and requirements are included herein for the express benefit of the corresponding licensors who are third party beneficiaries of, and are entitled to enforce, such provisions.

You may not develop an application using the Program and another program where such use results in a Program file(s) that contains code from both the Lucid Program and the other program (including without limitation libraries) if the other program is licensed under a license that requires any “modifications” be made freely available.

You also may not combine the Lucid Program with programs licensed under the GNU General Public License (“GPL”) in any manner that could cause, or could be interpreted or asserted to cause, the Lucid Program or any modifications thereto to become subject to the terms of the GPL.

Export Controls on the Programs

You represent and warrant that: – You are not a citizen, national, or resident of, and are not under control of, the government of Cuba, Iran, Sudan, North Korea, Syria, nor any country to which the United States has prohibited export. – You will not download or otherwise export or re-export the Programs, directly or indirectly, to the above mentioned countries nor to citizens, nationals or residents of those countries. – You are not listed on the United States Department of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers, nor are You listed on the United States Department of Commerce Table of Denial Orders. – You will not download or otherwise export or re- export the Programs, directly or indirectly, to persons on the above mentioned lists. – You will not use the Programs for, and will not allow the Programs to be used for, any purposes prohibited by United States law, including, without limitation, for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction.

You agree that U.S. export control laws and other applicable export and import laws govern Your use of the Programs, including technical data. You agree that neither the Programs nor any direct product thereof will be exported, directly, or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation.

General

We may audit and monitor Your use of the Programs. You agree that this Agreement is the complete Agreement for the Programs and licenses, and this Agreement supersedes all prior or contemporaneous Agreements or representations. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective. This Agreement is governed by the substantive and procedural laws of California. You and Lucid agree to submit to the exclusive jurisdiction of, and venue in, the courts of San Mateo county in California in any dispute arising out of or relating to this Agreement.

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