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Sitecore Corporation A/S - License Agreement

  1. This Agreement. Any use of the content by Sitecore (“Materials”) shall be governed by this license (“Agreement”). This Agreement shall apply to any person or application for each access or any other use of the Materials with any device or in any form (“You” or “Your”). You may not and will immediately discontinue any use or access of the Materials if you do not acknowledge and fully agree with this License.

  2. Materials. Sitecore grants you a limited, temporary, non-exclusive, non-transferable, non-assignable, and non-sublicensable license to access and use the Materials in compliance with all applicable laws and this Agreement. Ownership of the Materials and all worldwide rights, title and interest in and to any intellectual property associated with the Materials shall remain solely and exclusively with Sitecore or the respective owners of such intellectual property. You acknowledge and agree no intellectual property rights of any kind, whether now known or later developed, are transferred under this Agreement to You.

  3. Your Input. You may transmit or publish content, suggestions, enhancement requests, recommendations or other feedback created by You (“User Content”). You do not transfer any ownership right in the User Content and you hereby grant Sitecore a non-exclusive, royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, copy (in whole or in part), modify, display in any form now known or hereinafter developed, distribute, and make derivative works of, including by incorporating into any product or service owned by Sitecore, any User Content provided by You relating to any product or service owned by Sitecore. You are solely responsible User Content and the consequences of its transmission or publication.

  4. Restrictions. You agree not to (a) reverse engineer or attempt to derive the source code from or create derivative works of the Materials, or any portion thereof; (b) use the Materials in a greater capacity than authorized under this Agreement; (c) sublicense, distribute or pledge the Materials, (d) access, use, or copy any portion of the Materials to directly or indirectly to develop, promote or support any product or service that is competitive with Sitecore, (e) lease, rent or commercially share or otherwise use the Materials for purposes of providing a service bureau or providing third party hosting, application service provider type services; (f) remove any identification, patent, trademark, copyright, or other notice from the Materials; (g) attempt to gain unauthorized access to the Materials or the related systems or networks; (h) use any name, mark, or designation of Sitecore, or any of its affiliates or licensors or their respective products or services, unless expressly permitted herein or by Sitecore in writing; (i) use the Materials in any manner that brings any Sitecore brands, trademarks, products or services into disrepute or (j) where Your use of the Materials is for a customer of Sitecore that has entered a separate license agreement, in any manner not authorized by Sitecore under such license agreement.

  5. Modification of Terms. Sitecore reserves the right to modify this Agreement at any time. Modifications to this Agreement are effective immediately and shall apply upon Your continued access or use of the Materials.

  6. DISCLAIMER OF WARRANTY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

    a. YOUR USE OF THE MATERIALS IS AT YOUR SOLE RISK. THE MATERIALS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SITECORE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

    b. SITECORE WILL MAKE REASONABLE EFFORTS TO MAINTAIN THE MATERIALS, HOWEVER, SITECORE IS NOT RESPONSIBLE FOR ANY DAMAGE, LOSS OF DATA, INFORMATION, REVENUE, OR OTHER HARM TO BUSINESS ARISING OUT OF DELAYS, SITE INTERRUPTION, MISDELIVERY OR NONDELIVERY OF INFORMATION, RESTRICTION OR LOSS OF ACCESS, BUGS OR OTHER ERRORS, UNAUTHORIZED USE DUE TO YOUR SHARING OF ACCESS TO THE SERVICE, OR OTHER INTERACTION WITH THE SERVICE. YOU ARE RESPONSIBLE FOR MAINTAINING AND BACKING-UP YOUR DATA AND INFORMATION THAT MAY RESIDE ON THE SERVICE. SITECORE DOES NOT WARRANT THAT:

    i. THE MATERIALS WILL MEET YOUR SPECIFIC REQUIREMENTS;

    ii. ACCESS TO THE MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR THAT THE MATERIALS WILL BE ERROR-FREE;

    iii. THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MATERIALS WILL BE ACCURATE OR RELIABLE;

    iv. THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE MATERIALS WILL MEET YOUR EXPECTATIONS; OR

    v. ANY ERRORS IN THE MATERIALS WILL BE CORRECTED.

    c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MATERIALS IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

    d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE MATERIAL SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS, INCLUDING ANY STATEMENT BY A SITECORE EMPLOYEE, AFFILIATE, DIRECTOR, OFFICER, OR AGENT.

    e. THE DISCLAIMERS IN THIS SECTION OF ANY EXPRESS OR IMPLIED WARRANTY BY SITECORE SHALL INCLUDE WITHOUT LIMITATION SITECORE’S PARENTS, SUBSIDIARIES, AFFILIATES, DIRECTORS, EMPLOYEES, AND AGENTS.

  7. LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT SITECORE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SITECORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:

    a. THE USE OR THE INABILITY TO USE THE MATERIALS;

    b. THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM THE USE OF MATERIALS; OR

    c. UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA.

  8. EXCLUSIONS AND LIMITATIONS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU AND SHALL ONLY APPLY TO THE FULLEST EXTENT PERMITTED UNDER THE APPLICABLE LAW(S).

  9. Export Control. Sitecore’s software, services, and content in the Materials may be subject to U.S. and international trade and export control laws. You agree to comply with all such laws.

  10. Governing Law and Process. The English version of this Agreement shall be used when interpreting and applying the provisions herein. If You reside in the U.S., You irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco County of California in accordance with the laws of the State of California. If You reside outside the U.S., You irrevocably consent to the exclusive jurisdiction and venue of the City Court of Copenhagen, Denmark in accordance with the laws of Denmark. This paragraph applies without reference to conflict of laws principles and excludes the UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act. In any action to enforce this Agreement, the prevailing party will be entitled to costs and attorneys’ fees.

  11. Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all written or oral agreements heretofore existing between the parties hereto are expressly canceled. This Agreement is not assignable, transferable or sub-licensable by you except with prior written consent. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. Sitecore reserves the right in its sole discretion to terminate the use of the Materials by a user at any time.