GOALIE TERMS OF SERVICE
PLEASE READ THIS AGREEMENT CAREFULLY
BY ACCESSING, DOWNLOADING, INSTALLING OR USING ALL OR ANY PORTION OF THE OFFERING(S),
YOU (“COMPANY”), AN ENTITY INTERESTED IN ACCESSING OR USING THE PRODUCT (AS DEFINED BELOW)
BEING MADE AVAILABLE TO YOU BY SONATYPE, INC. (“SONATYPE”), HEREBY ACCEPT ALL OF THE TERMS
AND CONDITIONS OF THESE GOALIE TERMS OF SERVICE (THIS “AGREEMENT”). COMPANY AGREES THAT
THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT EXECUTED BY AN
AUTHORIZED REPRESENTATIVE OF COMPANY.
This Agreement hereby incorporates by this reference any additional terms and conditions
posted by SONATYPE through the Website, or otherwise made available to you by SONATYPE.
Each time you access or use the PRODUCT, you signify your agreement to be bound by this Agreement.
IF COMPANY DOES NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT CLICK TO ACCEPT OR
OTHERWISE ACCESS, DOWNLOAD, INSTALL OR USE ALL OR ANY PORTION OF THE PRODUCT(S).
YOU MUST BE AUTHORIZED TO SIGN FOR AND BIND COMPANY IN ORDER TO ACCEPT THE TERMS OF
THIS AGREEMENT. SONATYPE’S OBLIGATIONS AND LIABILITY UNDER THIS AGREEMENT ARE EXPRESSLY
CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL OF COMPANY.
IF COMPANY HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT WITH SONATYPE REGARDING COMPANY’S
ACCESS TO AND USE OF THE PRODUCT, THAT AGREEMENT SHALL PREVAIL IN THE EVENT OF ANY
CONFLICTS BETWEEN THE TWO AGREEMENTS.
This Agreement governs Company’s use of and access to the Product for which Company has
been granted access. Sonatype and Company may be referred to individually in this Agreement
as a “Party” or collectively as the “Parties.”
"Affiliates" means any entity that is controlled by, under the control of,
or under common control with Company where "control" means ownership of, or the right to
control, greater than 50% of the voting securities of such entity.
"Application" means an individual computer program that is designed,
built and/or maintained by Company or licensed by Company from a third party for its
internal business purposes.
"Documentation" means the user guide and technical specifications for
the Product delivered by Sonatype along with the Product as may be updated by Sonatype
from time to time.
“Effective Date” means the date on which Company accepts the terms
and conditions of this Agreement.
"Open Source Software" means any third-party open source software or
other similar community or free software of any type (including software code licensed
under any version of the GNU GPL, Mozilla or Apache licenses).
"Product" means Sonatype's software application(s) and/or hosted service(s)
(including all corresponding data) that Sonatype makes available to Company pursuant to
the terms of this Agreement.
"Reports" means any reports or data generated by the Product by, for
and/or on behalf of Company.
"Software Component Identifiers" means hash values associated with
application binaries and files related to software components that serve to identify
such software components.
- License. With regard to the Product, Sonatype grants to Company a
non-transferable, non-assignable, non-sublicensable, non-exclusive, limited license
to access and use such Product for Company's internal business purposes only,
subject to the terms of this Agreement. Company will: (i) be responsible for users'
compliance with this Agreement and use of the Product, and (ii) use the Product only
in accordance with the Documentation.
Restrictions. Company shall not (i) permit any third party to access
the Product, (ii) modify, translate, reverse engineer, decompile, disassemble, create
derivative works of or copy the Product or otherwise seek to obtain or use the source
code or non-public APIs of the Product, except to the extent expressly permitted by
applicable law (and then only upon advance written notice to Sonatype), (iii) remove,
alter or obscure any proprietary notices, labels or marks on any component or portion
of the Product, (iv) market, sell, resell, rent, distribute or lease the Product, (v)
scrape, collect or in any manner compile Software Component Identifiers from any repository
using the Product for the purpose of creating an internal repository for Company's use;
(vi) interfere with or disrupt the integrity or performance of the Product and/or any and
all data contained therein, (vii) use the Product for the benefit of any third party
including use of the Product to operate as a service bureau, ASP, or hosting service,
(viii) attempt to gain unauthorized access to the Product, or their related systems or
networks, (ix) access the Product, or permit access to the Product, for purposes of
monitoring their availability, performance or functionality, or for any other benchmarking
or competitive purposes, and/or (x) access the Product in order to (A) build a
competitive product or service, or (B) copy any features, functions or graphics of,
or data or information in, the Product.
Reports. The Product may allow Company to generate Reports, and Company
may use and copy such Reports solely for its internal business purposes and use of any
such Reports is subject to the same restrictions as use of the Product set forth in Section 1(b).
SONATYPE WILL NOT BE LIABLE FOR ANY DAMAGE OR LOSS INCURRED TO YOU, YOUR COMPANY OR ANY
THIRD PARTY AS A RESULT OF OR IN CONNECTION WITH THE USE OF ANY REPORT.
Reservation of Rights. Subject to the limited rights expressly granted
hereunder, Sonatype, for itself and on behalf of its licensors, reserves all rights in
the Product that are not expressly granted to Company in this Agreement, and Company
acknowledges and agrees that, except as otherwise expressly set forth in this Agreement,
Sonatype owns all rights, title and interest in and to the Product. All rights, title
and interest in and to any and all improvements, modifications, derivative works and
innovations of, to and/or involving the Product will be retained in full and owned by
Sonatype, even if such improvements, modifications, derivative works or innovations
result from suggestions, enhancement requests, recommendations or other feedback provided
to Sonatype by or on behalf of Company. Company agrees not to challenge, directly or
indirectly, the right, title, and interest of Sonatype in and to the Product, and further
agrees that it will not directly or indirectly, register, apply for registration, or
attempt to acquire any legal protection for any of the Product. Sonatype reserves the
right to add to, change, remove and/or modify the Product, including modifications to
functionality, presentation and companion products at any time. To the extent Sonatype
includes third party services in the Product, Sonatype will have no responsibility or
liability with respect to such third party services.
Open Source Software. The Product may incorporate certain Open Source Software
code. Ownership, use, warranty and modification rights with respect to any such Open Source
Software code shall be as expressly set forth in the applicable license pursuant to which such
Open Source Software code is governed and licensed to the public.
Company Usage Information. Anything to the contrary in this Agreement or any
Order Form notwithstanding, Sonatype reserves the right to compile, maintain and use statistical,
metric and performance information regarding Company's use of the Product (the "Company Usage Information"),
and Company understands and acknowledges that the Product may contain a feature that sends
Company Usage Information along with other technical information regarding the operation of the Product
on Company's computer systems, if applicable, to Sonatype.
Company Data. In connection with Company’s use of the Product under this Agreement,
Company will provide Company Data to Sonatype. “Company Data” means any Application, source code,
and other data submitted by Company to Sonatype in connection with its use of the Product. Company
hereby grants to Sonatype a limited license to access and use such Company Data for purposes of
facilitating Company’s use of the Product and Sonatype's internal business purposes. The foregoing
license shall include the right for Sonatype to collect, store and use such Company Data for
Sonatype’s internal purposes to improve the Products, and such license shall be perpetual,
irrevocable and unlimited.
Data Representations. Company shall ensure that Company’s use of the Product and
all Company Data is at all times compliant with Company’s privacy policies and all applicable local,
state, federal and international law, regulations and conventions. Company is solely responsible
for the accuracy, content and legality of all Company Data. Company represents and warrants to
Sonatype that Company has sufficient rights in the Company Data to grant the rights granted to
Sonatype under this Agreement and that the rights granted to Sonatype for the Company Data do not
infringe the rights of any third party. Sonatype has no obligation to store any Company Data or
to store or deliver any Company Data to Company. Sonatype may elect to destroy the Company Data
at its sole discretion.
Definition of Confidential Information. As used herein, "Confidential Information"
means all confidential information disclosed by a Party ("Disclosing Party") to the
other Party ("Receiving Party"), whether orally or in writing, that is designated
as confidential or that reasonably should be understood to be confidential given the nature of
the information and the circumstances of disclosure. Sonatype’s Confidential Information shall
include, but not limited to, the terms and conditions of this Agreement, the Documentation,
any other technical information or specifications regarding the Product provided by Sonatype,
and all vulnerability and licensing data, results, information, and/or content contained within
any Report or otherwise obtained by Company through Company’s use of the Product. However,
Confidential Information shall not include any information that (i) is or becomes generally
known to the public without breach of any obligation owed to the Disclosing Party, (ii) was
known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of
any obligation owed to the Disclosing Party, (iii) is received from a third party without breach
of any obligation owed to the Disclosing Party, or (iv) was independently developed by the
Receiving Party without use of or access to the Disclosing Party's Confidential Information.
Furthermore, the Receiving Party may disclose Confidential Information of the Disclosing Party
if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party
prior written notice of any such disclosure (to the extent not legally prohibited) and reasonable
assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
Protection of Confidential Information. Except as otherwise permitted in writing by
the Disclosing Party, the Receiving Party shall use the same degree of care that it uses to protect
its own Confidential Information of like kind (but in no event less than reasonable care) not to
disclose any Confidential Information of the Disclosing Party or use it for any purpose outside
the scope of this Agreement. Company shall limit access to Sonatype’s Confidential Information
to those of its employees, Contractors and agents who need such access for purposes consistent
with this Agreement, who have signed confidentiality agreements with the Receiving Party containing
protections no less stringent than those herein, and for whom Company remains fully liable.
Injunctive Relief. Each Party acknowledges that the extent of damages in the event
of any threatened or actual breach of this Section 4 would be difficult or impossible to ascertain
and that there would be available no adequate remedy at law in the event of any such breach. Each
Party therefore agrees that, in the event it breaches this Section 4, the other Party will be entitled
to specific performance and injunctive or other equitable relief, in addition to any other relief to
which it may be entitled at law or in equity. Any such relief shall be in addition to and not in lieu
of any relief in the form of monetary damages.
ANY DATA THAT COMPANY ENTERS INTO THE PRODUCT MAY BE PERMANENTLY LOST UNLESS (A) THE PRODUCT FORMS PART OF ANOTHER PRODUCT OR SERVICE OFFERED BY SONATYPE AND COMPANY HAS PURCHASED A SUBSCRIPTION TO SUCH PRODUCT OR SERVICE, IN WHICH CASE THE AGREEMENT GOVERNING SUCH PREMIUM PRODUCTS AND SERVICES WILL GOVERN ANY RETENTION OF COMPANY DATA OR (B) COMPANY EXPORTS SUCH DATA WHILE IT HAS ACCESS TO THE PRODUCT.
THE PRODUCT IS PROVIDED "AS-IS" WITHOUT ANY WARRANTY AND SONATYPE SHALL NOT HAVE ANY INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THE PRODUCT. WITHOUT LIMITING THE FOREGOING, SONATYPE MAKES NO, AND COMPANY HEREBY WAIVES AND DISCLAIMS ANY AND ALL, REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT OR THE PRODUCT CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ERROR-FREE OR UNINTERRUPTED SERVICE, AS WELL AS ALL IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NEITHER SONATYPE NOR ITS LICENSORS REPRESENT, WARRANT, OR GUARANTEE THAT (A) ALL SECURITY THREATS, MALICIOUS CODE, AND/OR VULNERABILITIES WILL BE IDENTIFIED, (B) THE PRODUCT WILL RENDER COMPANY’S NETWORK AND SYSTEMS SAFE FROM MALICIOUS CODE, VULNERABILITIES, INTRUSIONS, OR OTHER SECURITY BREACHES, OR (C) THERE WILL BE NO FALSE POSITIVES. FURTHERMORE, REFERENCES TO OPEN SOURCE SOFTWARE LICENSE AGREEMENTS (OR TERMS THEREOF) INCLUDED IN A REPORT DO NOT CONSTITUTE LEGAL ADVICE OR GUIDANCE, AND COMPANY ACKNOWLEDGES AND AGREES THAT IT IS RESPONSIBLE FOR SEEKING APPROPRIATE LEGAL ADVICE REGARDING COMPANY'S RIGHTS AND OBLIGATIONS SET FORTH IN ANY SUCH LICENSE AGREEMENT.
Accessing Open Source Software. Company may use the Product to access and use certain
Open Source Software as artifacts that Company may retrieve from certain Open Source Software code
repositories or any other public places or sites. Any such open source software is not licensed by
or through Sonatype, and Company is solely responsible for determining its right to copy, modify or
otherwise use such Open Source Software and for complying with the terms and conditions of the applicable
license that governs such Open Source Software. SONATYPE MAKES NO WARRANTIES OR REPRESENTATIONS AND
WILL HAVE NO LIABILITY OR RESPONSIBILITY REGARDING SUCH OPEN SOURCE SOFTWARE AND/OR COMPANY'S ACCESS TO
AND/OR USE THEREOF.
LIMITATION OF LIABILITY. SONATYPE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT
(INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHER THEORY), TO COMPANY OR ANY OTHER PERSON OR ENTITY FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF
PROFIT, BUSINESS OR DATA) ARISING OUT OF THIS AGREEMENT, AND THE AGGREGATE LIABILITY OF SONATYPE ARISING
OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,
WILL NOT EXCEED $100.
Term of the Agreement. This Agreement commences on the Effective Date and continues until
the term has terminated or expired.
Termination. Sonatype may terminate this Agreement at any time, with or without cause,
by providing written notice to Company. This Agreement will terminate upon receipt of such termination notice.
Effect of Termination. Termination of this Agreement shall not release Company from any
liability that, at the time of termination, has already accrued or that thereafter may accrue with respect
to any act or omission before termination, or from any obligation that is expressly stated in this Agreement
to survive termination. Upon any termination of this Agreement, Company shall (i) immediately discontinue
all access to and use of Sonatype’s Confidential Information; (ii) delete Sonatype’s Confidential Information
from its computer storage or any other media, including online and off-line libraries; (iii) return to
Sonatype or, at Sonatype’s option, destroy, all copies of Sonatype’s Confidential Information then in
Company’s possession. Termination of this Agreement, regardless of cause or nature, shall be without
prejudice to any other rights or remedies of the Parties and shall be without liability for any loss or
damage occasioned thereby.
Surviving Provisions. Sections 2, 3, 4, 5, 6, 7(c), and 8(a), (c), (d), (e), (g), (i) and (j)
shall survive any termination or expiration of this Agreement.
Governing Law; Jurisdiction; Jury Trial. The validity, construction and performance of this
Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without
regard to that jurisdiction's conflicts of laws or choice of law rules, and each Party agrees to submit to
the exclusive jurisdiction of the State and Federal courts located in the State of Maryland. The Parties
expressly disclaim the applicability of, and waive any rights based upon, the Uniform Computer Information
Transactions Act or the United Nations Convention on Contracts for the International Sale of Goods. Each
Party hereby waives any right to jury trial in connection with any action or litigation in any way arising
out of or related to this Agreement.
Export Compliance. Company shall comply with the export laws and regulations of the United
States and other applicable jurisdictions when providing and using the Product. Without limiting the
foregoing, (i) Company represents that it is not named on any U.S. government list of persons or entities
prohibited from receiving exports, and (ii) Company shall not permit Users to access or use the Product in
violation of any U.S. export embargo, prohibition or restriction. Furthermore, Company will not, directly
or indirectly, remove or export from the United States or allow the export or re-export of any part of the
Product and/or Documentation: (a) into (or to a national or resident of) any embargoed or terrorist-supporting
country; (b) to anyone on the U.S. Commerce Department's Table of Denial Orders or U.S. Treasury Department's
list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or
prohibited, or as to which the United States government or any agency thereof requires an export license or
other governmental approval at the time of export or re-export without first obtaining such license or approval;
or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States
or foreign agency or authority.
Relationship of the Parties. The Parties will perform hereunder as independent contractors.
Nothing contained in this Agreement shall be deemed to create any association, partnership, joint venture,
or relationship of principal and agent between the Parties.
Government End Users. The Product is commercial computer software. If the User or licensee of
the Product is or becomes an agency, department, or other entity of the United States Government, the use,
duplication, reproduction, release, modification, disclosure, or transfer of the Product, 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 Product was developed
fully at private expense. All other use is prohibited.
No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement, and
the Parties acknowledge that this Agreement is intended solely for the benefit of the Parties, their successors
and permitted assigns, and nothing herein, whether express or implied, shall confer upon any person or entity,
other than the Parties, their permitted successors and assigns, any legal or equitable right whatsoever to
enforce any provision of this Agreement.
Force Majeure. Sonatype shall be excused from performance of its obligations under this Agreement
if such a failure to perform results from compliance with any requirement of applicable law, acts of God, fire,
strike, embargo, terrorist attack, war, insurrection or riot or other causes beyond the reasonable control of
Sonatype. Any delay resulting from any of such causes shall extend performance accordingly or excuse performance,
in whole or in part, as may be reasonable under the circumstances.
Waiver and Cumulative Remedies; Severability. No failure or delay by either Party in exercising
any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein,
the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or
in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to
law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of
the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement
shall remain in effect.
Assignment. Neither Party will have the right to assign this Agreement without the written
consent of the other Party; provided, however, that Sonatype will have the right to assign this Agreement to
an Affiliate of Sonatype or pursuant to a merger, consolidation, reorganization or sale of all or substantially
all of the assets of the business to which this Agreement relates. Any assignment in violation of the foregoing
provision shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the
benefit of the Parties, their respective successors and permitted assigns.
Headings; Contract Interpretation. The captions to the Sections of this Agreement are not a
part of this Agreement but are merely guides or labels to assist in locating and reading the Sections hereof.
The terms "this Agreement," "herein," "hereof," "hereunder" and similar expressions refer to this Agreement
and not to any particular section or other portion hereof. Except as expressly provided otherwise, references
herein to "days" are to calendar days. Any use of the term "including" in this Agreement shall be construed
as if followed by the phrase "without limitation."
Entire Agreement; Counterparts. This Agreement constitutes the entire agreement between the
Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral,
concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall
be effective unless in writing and signed by an authorized representative of each Party; provided that Sonatype
reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Product
at any time, effective upon posting of an updated version of this Agreement at this same url. Company is
responsible for regularly reviewing this Agreement, and continued use of the Product after any such changes
shall constitute Company's acceptance of such changes.
Partner Terms. Notwithstanding anything in the Agreement to the contrary, the following additional
terms (“Partner Terms”) will apply to a Company who is accessing and/or using the Product on behalf of a third-party
Definitions: For purposes of this Section 9, “End User Data” means any
Application, source code, and other data submitted by Company on behalf of End User to Sonatype in
connection with Company’s use of the Product.
End User Data: Company hereby represents that it has received the necessary consents,
rights and/or approvals to submit the End User Data on behalf of End User to Sonatype and grant the rights
to Sonatype as set forth herein. Company is solely responsible for the accuracy, content and legality of
all End User Data. For purposes of the Agreement, End User Data shall be considered Company Data.
Disclosure: Subject to the terms of this Agreement, Company may disclose any Report
generated by the Product solely to the End User and End User may use such Report solely for its internal
Indemnity: Any action taken by (or not taken by) the End User with respect to the Reports,
Confidential Information, Products and/or any other matter pertaining to this Agreement shall be deemed to
be an action taken by (or not taken by) Company, and Company shall be fully liable for End User’s
compliance with the terms and conditions of this Agreement. Company shall be liable for and shall indemnify,
defend and hold Sonatype harmless from and against any liabilities, loss, costs, including court costs and
reasonable attorneys’ fees, arising directly or indirectly out of, or in any way related to any claim,
demand, suit, proceeding and/or action from (i) End User’s breach of any of the terms and conditions of
this Agreement; and (ii) Company’s breach of Section 9(b).
Agreement: These Partner Terms are supplemental to the terms set forth elsewhere in the
Agreement. In the event of a conflict between the terms set forth elsewhere in the Agreement and these
Partner Terms, these Partner Terms will apply when Company is accessing and/or using the Product on behalf
of an End User. For the avoidance of doubt, any other terms and conditions in this Agreement not directly
superseded by these Partner Terms will apply with full force and effect and be binding on the Company.