This Cogence End User License Agreement is by and between Cambrian Lab, Inc. (“Cambrian Lab, We, Us, Our, Licensor”) and the legal entity (“Customer, You, Your, Organization, Licensee”) who is using Cogence made available by Cambrian Lab and governs all use by Customer of such software.
If you are an individual agreeing to the terms of this agreement on behalf of your organization, you represent that you have the legal authority to bind that entity and “you” and “your” shall refer herein to such entity. If you do not have such authority, or if you do not agree with all the terms of this agreement, you must not download, install, deploy, or use the software.
The following capitalized terms shall have the meanings set forth below:
“Licensed Subscription” means Cogence subscription licensed to you pursuant to the terms of this Agreement.
“Non-Production Subscription” means Cogence software installed and used for non-production environments, which may include development, test, backup, and high availability scenarios.
Licensed Software Subscription. Subject to your compliance with the terms and conditions of this Agreement, Cambrian Lab hereby grants you a limited, non-exclusive, non-transferable, non-sub-licensable subscription of Cogence to install, copy and use the Software solely for your internal use.
Customer may deploy up to six (6) Non-Production instances of Cogence at no charge for each subscription of Cogence obtained by Customer in the Applicable Agreement.
The software is protected by the copyright laws of the U.S. and other countries, and we retain all intellectual property rights in the software. You may not separately publish, sell, market, distribute, lend, lease, rent, or sublicense the software code including the license key. However, this license is not to be construed as prohibiting or limiting any fair use sanctioned by copyright law.
Cambrian warrants that for a period of thirty (30) days (the “Warranty Period”), that when operated according to the documentation and other instructions, the Software will perform substantially according to the functional capabilities listed in the documentation.
We do not warrant that the software or your ability to use it will be uninterrupted or error-free. To the extent permitted by applicable law, we disclaim any implied warranty of merchantability or fitness for a particular purpose.
We have taken reasonable steps to keep the software free of viruses, spyware, “back door” entrances, or any other harmful code. We will not track or collect any information about you, your data, or your use of the software except as you specifically authorize. The software will not download or install patches, upgrades, or any third party software without getting your permission. We will not intentionally deprive you of your ability to use any features of the software or access to your data.
Cambrian Lab will hold harmless, defend, and indemnify Customer against any and all third-party IP claims or liabilities addressed within the scope of this Agreement.
You agree to hold harmless and indemnify Cambrian Lab and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any third party claim arising from or in any way related to your breach of this Agreement, use of the Cogence, or violation of applicable laws, rules or regulations in connection with the Cogence, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature.
Limitations of Liability
Your exclusive remedy under the above limited warranty shall be, at our option, either a full refund of the purchase price or correction of the defective software or media. To the fullest extent permitted by applicable law, we disclaim all liability for indirect or consequential damages that arise under this license agreement.
If any part of this agreement is found to be invalid or unenforceable, the remaining terms will stay in effect. This agreement does not prejudice the statutory rights of any party dealing as a consumer.
This agreement does not supersede any express warranties we made to you. Any modification to this agreement must be agreed to in writing by both parties.
This agreement will apply from the date of the installation of the software.