Learn more about Chainguard policies and our legal documents.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SOFTWARE OFFERED BY CHAINGUARD, INC. (“CHAINGUARD” OR “COMPANY”). BY MUTUALLY EXECUTING ONE OR MORE ORDERS WITH COMPANY WHICH REFERENCE THESE TERMS (EACH, AN “ORDER”) OR BY ACCESSING OR USING THE SOFTWARE IN ANY MANNER, YOU (“YOU” OR “CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDERS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT; IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR ENTITY, REFERENCES TO “CUSTOMER” AND “YOU” IN THIS AGREEMENT, EXCEPT THIS SENTENCE, REFER TO THAT ORGANIZATION OR ENTITY. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SOFTWARE IN ANY MANNER. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.
“Authorized Period” means the time period specified in the Entitlement.
“Confidential Information” means any and all non-public, confidential and proprietary information, furnished by one party to this Agreement (the “Disclosing Party”) or any of its Representatives to the other party to this Agreement (the “Receiving Party”) or any of its Representatives, whether orally, in writing, or in other tangible form. Without limiting the generality of the foregoing, Confidential Information may include, without limitation, that which relates to patents, patent applications, trade secrets, research, product plans, products, developments, know-how, ideas, inventions, processes, design details, drawings, sketches, models, engineering, software (including source and object code), algorithms, business plans, sales and marketing plans, and financial information. Any Confidential Information disclosed in a written or other tangible form shall be clearly marked as “confidential,” “proprietary,” or words of similar import. Any Confidential Information disclosed orally shall, to the extent practicable, be identified as confidential at the time of disclosure. Notwithstanding the foregoing, Confidential Information shall expressly include the terms of this Agreement, the Licensed Software, the Documentation and all know-how, techniques, ideas, principles and concepts which underlie any element of the Licensed Software or the Documentation and which may be apparent by use, testing or examination.
“Derivative Work” means a work of authorship or other development that is based on, derived from or extends, replaces, emulates, substitutes for, or exposes to third parties the functionalities of the Licensed Software or the Documentation, such as a revision, enhancement, modification, improvement, translation, abridgement, compression, extension or expansion or any other form in which such work may be recast, applied, transformed or adopted, and includes, without limitation, any “derivative work” as defined in the United States Copyright Act, 17 U.S.C. Section 101.
“Documentation” means the product documentation made available to Customer as specified in the corresponding Order.
Subject to the terms and conditions of this Agreement, including but not limited to receipt of all applicable fees by Chainguard, Chainguard hereby grants to Customer, and Customer hereby accepts from Chainguard, a limited, non-exclusive, non-transferable, non-assignable and non-sublicenseable license to use the License Software and Documentation solely according to the Entitlement, and in a manner consistent with the specifications and limitations set forth in this Agreement.
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