Seafile Professional Edition Software License Agreement

Seafile Professional Edition
SOFTWARE LICENSE AGREEMENT

NOTICE: READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE YOU DOWNLOAD, INSTALL OR USE Seafile Ltd.’S PROPRIETARY SOFTWARE. BY INSTALLING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE FOLLOWING TERMS AND CONDITIONS, DO NOT INSTALL OR USE THE SOFTWARE.

1. DEFINITIONS

“Seafile Ltd.” means Seafile Ltd.

“You and Your” means the party licensing the Software hereunder.

“Software” means the computer programs provided under the terms of this license by Seafile Ltd. together with any documentation provided therewith.

2. GRANT OF RIGHTS

2.1 General

The License granted for Software under this Agreement authorizes You on a non-exclusive basis to use the Software. The Software is licensed, not sold to You and Seafile Ltd. reserves all rights not expressly granted to You in this Agreement. The License is personal to You and may not be assigned by You to any third party.

2.2 License Provisions

Subject to the receipt by Seafile Ltd. of the applicable license fees, You have the right use the Software as follows:

  • You may use and install the Software on an unlimited number of computers that are owned, leased, or controlled by you.
  • Nothing in this Agreement shall permit you, or any third party to disclose or otherwise make available to any third party the licensed Software, source code or any portion thereof.
  • You agree to indemnify, hold harmless and defend Seafile Ltd. from and against any claims or lawsuits, including attorney’s fees, that arise as a result from the use of the Software;
  • You do not permit further redistribution of the Software by Your end-user customers

3. NO DERIVATIVE WORKS

The inclusion of source code with the License is explicitly not for your use to customize a solution or re-use in your own projects or products. The benefit of including the source code is for purposes of security auditing. You may modify the code only for emergency bug fixes that impact security or performance and only for use within your enterprise. You may not create or distribute derivative works based on the Software or any part thereof. If you need enhancements to the software features, you should suggest them to Seafile Ltd. for version improvements.

4. OWNERSHIP

You acknowledge that all copies of the Software in any form are the sole property of Seafile Ltd.. You have no right, title or interest to any such Software or copies thereof except as provided in this Agreement.

5. CONFIDENTIALITY

You hereby acknowledge and agreed that the Software constitute and contain valuable proprietary products and trade secrets of Seafile Ltd., embodying substantial creative efforts and confidential information, ideas, and expressions. You agree to treat, and take precautions to ensure that your employees and other third parties treat, the Software as confidential in accordance with the confidentiality requirements herein.

6. DISCLAIMER OF WARRANTIES

EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT THE SOFTWARE IS PROVIDED TO YOU “AS IS”, AND Seafile Ltd. MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO ITS FUNCTIONALITY, CONDITION, PERFORMANCE, OPERABILITY OR USE. WITHOUT LIMITING THE FOREGOING, Seafile Ltd. DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FREEDOM FROM INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THE LIMITED WARRANTY HEREIN GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM ONE JURISDICTION TO ANOTHER.

7. LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT THE CONSIDERATION WHICH Seafile Ltd. IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY Seafile Ltd. OF THE RISK OF YOUR CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH YOUR USE OF THE SOFTWARE. ACCORDINGLY, YOU AGREE THAT Seafile Ltd. SHALL NOT BE RESPONSIBLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS-OF-PROFIT, LOST SAVINGS, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF A LICENSING OR USE OF THE SOFTWARE.

8. INDEMNIFICATION

You agree to defend, indemnify and hold Seafile Ltd. and its employees, agents, representatives and assigns harmless from and against any claims, proceedings, damages, injuries, liabilities, costs, attorney’s fees relating to or arising out of Your use of the Software or any breach of this Agreement.

9. TERMINATION

Your license is effective until terminated. You may terminate it at any time by destroying the Software or returning all copies of the Software to Seafile Ltd.. Your license will terminate immediately without notice if You breach any of the terms and conditions of this Agreement, including non or incomplete payment of the license fee. Upon termination of this Agreement for any reason: You will uninstall all copies of the Software; You will immediately cease and desist all use of the Software; and will destroy all copies of the software in your possession.

10. UPDATES AND SUPPORT

Seafile Ltd. has the right, but no obligation, to periodically update the Software, at its complete discretion, without the consent or obligation to You or any licensee or user.

YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.