OutSystems Software Enterprise Free License

Updated: Thursday, February 12, 2016 - 09:54 GMT

By ordering OutSystems Platform – Enterprise Free (the “Software”) on the Effective Date, you (“you” or “Partner”) accept and agree to be bound by the following terms and conditions (“Agreement”) and by the OutSystems Services Terms of Use (“Terms of Use”). If you are entering this Agreement solely on behalf of a company and/or other legal entity or party, you represent and warrant that you have the legal authority to bind such company and/or legal entity or party to this Agreement, in which case "you" or “Partner” shall mean such company and/or legal entity or party. This Agreement is a legal agreement between you and OutSystems (“OutSystems”).

1 - LICENSE AND USE OF SOFTWARE

2 - LICENSE AND USE OF THE PAAS TRIAL

3 - INDEMNIFICATION

4 - TERM AND TERMINATION

5 - DISCLAIMER OF WARRANTIES

6 - LIMITATION OF LIABILITY

7 - MISCELLANEOUS

 

1 - LICENSE AND USE OF SOFTWARE

1.1 Enterprise Free License. Subject to the terms and conditions of this Agreement, OutSystems hereby grants Partner a non-exclusive, non-transferable, revocable right, royalty-free, solely, to sublicense the Software to the Partner’s customer (the “End-Customer”) identified in the applicable order (the “Order”) to use the Software in accordance with this Agreement and the applicable limitations set forth in section 1.2. (the “Licensed Capacity”).

1.2 Licensed Capacity. The Software licensed here under is subject to the following usage limits:

 

On-premises

OutSystems Cloud

     

Application Objects

100

100

Environments

3 (Development, Non-production and Production)

2 (Development and Production)

Deployment

End-customer owned data center

OutSystems Cloud

Stack

Java + Oracle or .NET + Microsoft SQL

.NET + Microsoft SQL

Scalability

1 Front-End

1 Front-End (max), scale limited to ~80 simultaneous users 5 GB Database

Named Users

Unlimited

Unlimited - dimensioned to support ~80 simultaneous users

Integrations

Web services + external DB + SAP

Web services + external DB + SAP

“No Lock-in”

Yes

Yes

Deployment Location

Not applicable

US-Virginia

Update Services

Not available

Automatic upgrades after short opt-in period (~2 weeks)

Infrastructure Access

Not applicable

No access

Secure networking

Not applicable

No VPN, no custom SSL certificates, no custom DNS name

1.3 Manner of use. End-Customer may use the Software only in accordance with this Agreement. End-Customer may not (and will not allow any third party to: (i) sell, rent, lease, license, sublicense, distribute, pledge, assign or otherwise transfer in whole or in part the Software or any interest in them to another party; (ii) provide, disclose, divulge or make available to, or permit use of, the Software in whole or in part by any third party without the prior written consent of OutSystems; (iii) modify, translate, adapt or create derivative works based on the Software; (iv) export or re-export the Software or any derivative work thereof; (v) remove or modify any markings or any notice of the proprietary rights of Outsystems; (vi) use the Software to develop, test, host or run and operate applications on behalf of third parties to this Agreement, without the prior written consent of OutSystems; (vii) use the Software to provide third party training; (viii) disclose results of any Software and/or Software benchmark tests to any third party without prior written consent of OutSystems; (ix) use the Software in any way that is contrary to the terms and conditions of this Agreement; or (x) use the Software for any unlawful purposes. Except to the extent expressly permitted by this Agreement or applicable law, and to the extent that OutSystems is not permitted by that applicable law to exclude or limit the following rights, End-Customer may not decompile, disassemble, reverse engineer or otherwise attempt to derive source code from the Software, in whole or in part. In addition to any other rights afforded to OutSystems under this Agreement, OutSystems reserves the right, but has no obligation, to take remedial action if any breach of this agreement occurs. OutSystems shall have no liability to End-Customer in the event that OutSystems takes such action. Partner and End-Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of End-Customer’s content (the “Content”). You agree to defend and indemnify OutSystems against any claim arising out of a violation of End-Customer’s obligations under this Section.

1.4Non-transferable Code,” All the Content generated under this Agreement can only be used in the context of the licensed granted hereunder and cannot be exported and reused in the context of any other OutSystems license unless: a) such Content is made available as an open source software in the Outsystems Community or b) it is authorized by OutSystems, as may be the case.

1.5 Support. OutSystems will provide to End-Customer Enterprise Support support up to sixty (60) days after the Effective Date. After such term, support will be provided by the Partner and through the community in the available forums. Terms and conditions of Enterprise Support are available at www.outsystems.com/goto/outsystems-support-terms.

1.6 Service Level. There is no service level commitment of any sort applicable to Software and/or to the support provided under this Agreement.

1.7 Compliance. By using the Software, End-Customer agrees to comply with all applicable domestic and international laws, statutes, ordinances and regulations that govern its use of Software. End-Customer also agrees to (a) comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside and (b) comply with any other local laws affecting the transmission or posting of its Content or affecting the privacy of persons. Further, End-Customer agrees to comply with all applicable export or import laws of the United States and any other applicable country. Failure to comply with this Section may result in deletion of the offending Content without prior notice and/or termination of End-Customer’s use of the Software under this Agreement.

1.8 Update Services (for OutSystems Cloud only). OutSystems will notify the Partner of any new update/upgrade version of the Software. Thereafter, the Software will have to be upgraded within 4 weeks by Partner or End-Customer. If the Software is not upgraded within such term, OutSystems will proceed with the upgrade. OutSystems may also perform other maintenance operations when needed.

1.9 Non use of the Software (for OutSystems Cloud only). Partner and End-Customer acknowledges and accepts that the non-use of the Software gives OutSystems the right to: (i) upon 30 (thirty) days prior notice, suspend End-Customer’s right to access or use the Software; and/or (ii) exercise its right to terminate the Agreement.

2 - INTELLECTUAL PROPERTY RIGHTS, OWNERSHIP AND TITLE

OutSystems retains all right, title and interest in and to the Software (and any copies thereof) and in all related copyrights; trade secrets; patents; trademarks; and any other intellectual and industrial property and proprietary rights, including registrations, applications, renewals, and extensions of such rights. Partner and End-Customer are not granted any rights to any trademarks or service marks of OutSystems. Nothing in this Agreement shall be interpreted to grant (by implication or otherwise) any license or rights to End-Customer except as expressly stated herein. OutSystems retains all rights not expressly granted in this Agreement.

3 - INDEMNIFICATION

In the event that a claim, demand, suit or proceeding for the infringement of third party Intellectual Property is made or intimated against OutSystems in relation to End-Customer’s Content, Partner and End-Customer shall (a) defend and hold OutSystems harmless against any such claim, demand, suit or proceeding; (b)s indemnify OutSystems against any and all costs, expenses, damages or other losses suffered or payments made by OutSystems in connection with the claim, demand, suit or proceeding and any associated judgment or settlement - provided in each case that OutSystems gives prompt written notice, cooperation and assistance to End-Customer relative to any such claim, demand, suit or proceeding.

4 - TERM AND TERMINATION

4.1 Term of Agreement. This Agreement shall commence on the Effective Date and continue for a 12-month period (unless terminated earlier in accordance with this Section. Thereafter, this Agreement shall renew automatically for a successive 12 months unless either Party gives written notice of intent to terminate at least sixty (60) days prior to the expiration of the then-current term.

4.2 Termination. Notwithstanding the foregoing, OutSystems may terminate this Agreement and the use of the Software by the End-Customer or Partner at any time upon at least sixty (60) days previous written notice. OutSystems shall have the right to terminate this Agreement immediately upon written notice at any time if the Partner or End-Customer is in breach of any warranty, term, condition or covenant of this Agreement and fails to fix that breach within 30 days after written notice of the breach.

4.3 Effect of Termination. Upon any expiration or termination of this Agreement, the rights and licenses granted by Partner to End Customer under this Agreement shall immediately terminate, the Software and End-Customer’s use of the Software shall be automatically cancelled. OutSystems is not liable for any damages incurred by End-Customer or any third parties as a result of the termination of End-Customer’s use of the Software in conformity with this “TERM AND TERMINATION” section. Termination or expiration is not an exclusive remedy and all other remedies will be available whether or not termination occurs.

5 - DISCLAIMER OF WARRANTIES

OutSystems does not promise that the use of the Software and/or the Software itself will be uninterrupted, error-free or completely secure. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUTSYSTEMS DOES NOT GUARANTEE OR WARRANT THAT THE SOFTWARE WILL PERFORM ERROR-FREE OR UNINTERRUPTED OR THAT OUTSYSTEMS WILL BE ABLE TO CORRECT ANY SOFTWARE ERRORS. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT.

6 - LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OUTSYSTEMS BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, GOODWILL, DATA OR DATA USE) ARISING FROM THIS AGREEMENT, WHETHER UNDER THEORY OF CONTRACT, TORT OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUTSYSTEMS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT OR DAMAGES ARISING IN CONNECTION WITH: (A) END-CUSTOMER’S INABILITY TO USE THE SOFTWARE, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR END-CUSTOMER’S USE OF OR ACCESS TO THE SOFTWARE OR (II) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SOFTWARE FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES OR COMMITMENTS BY END-CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR END-CUSTOMER’S USE OF OR ACCESS TO THE SOFTWARE; (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF END-CUSTOMER’S CONTENT OR OTHER DATA, OR (E) FOR ANY REASON BEYOND ITS CONTROL, AS MAY BE THE CASE.

7 - MISCELLANEOUS

7.1 Amendments and Modifications. This Agreement may be modified or amended from time to time by OutSystems.

7.2 Governing Law and Jurisdiction. Governing law and jurisdiction are defined in accordance with section 13 of the OutSystems Platform Terms of Use, available at https://www.outsystems.com/legal/evaluation-license/, which rules are deemed to be incorporated by reference in this clause.

7.3 Export Laws. End-Customer agrees that the applicable export and import laws govern End-Customer’s use of the Evaluation Product, including related Documentation. End-Customer agrees that neither the Evaluation Product 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.

7.4 Relationship of Parties. The Parties are independent contractors, and not agents, employees or joint ventures of one another, and do not have any authority to bind the other Party by contract or otherwise to any obligation. Neither Party will represent to the contrary, either expressly, implicitly, by appearance or otherwise.

7.5 No Waiver of Rights. The failure of either Party to enforce any of the provisions of this Agreement, or the failure to require performance by the other Party of any of the provisions of this Agreement, shall not be construed to be a present or future waiver of such provisions, nor affect the validity of either Party’s right to enforce such provision in future.