Customer Agreement

Evaluation License Agreement

ArangoDB GmbH, Hohenstaufenring 43-45, 50674 Cologne, Germany ‎(hereinafter referred to as “ArangoDB”‎) maintains the open source software projects ArangoDB (hereinafter referred to as “Software”). Subject to this Agreement ArangoDB provides Customer with a copy of the Software for evaluation purposes. Any use beyond such purposes requires an additional Agreement.

  1. Subject matter of this Agreement
    1. ArangoDB grants Customer the rights to use the Software as specified in Section 3 in binary form during the term of this Agreement for sole internal evaluation purposes. The rights are granted free of charge. Evaluation purposes within the terms of this Agreement shall particularly exclude any use of the Software for development, quality assurance, production and/or testing of software, hardware or systems other than the Software itself.
    2. Source codes and development materials shall be excluded from this Agreement.
    3. This Agreement constitutes the Parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject, including any exhibits, executed prior to the effective date of the Agreement.
  2. Provision, Installation, Operation and Maintenance
    1. Customer is responsible for installation, operation and maintenance of the Software. In particular, the provision of necessary hard- and software is not part of this Agreement. Required third-party licenses have to be obtained by Customer.
    2. ArangoDB provides Customer with a documentation of the Software as well as information on its use in German and/or English language in electronic form. Customer is not entitled to edit or distribute the documentation or the information on its use or to make any of it publicly available.
    3. ArangoDB is entitled but not obligated to continually develop the Software and provide Customer new features or technical improvements in form of updates. Updates shall be governed by the terms of this Agreement. ArangoDB reserves the right to adjust the system requirements for updates to the technical needs. Therefore Customer must ensure that his systems comply with those requirements before installing a new update.
  3. License
    1. ArangoDB grants Customer the royalty-free, non-exclusive, non-sublicensable and non-transferable worldwide right to use the Software for internal evaluation purposes within the term and limitations of this Agreement. Such right particularly includes the right to install and run the software on Customer’s internal systems, to reproduce the Software to the extent necessary for the contractually agreed purposes and to make back-ups of the Software. Article 69d (1) of the German Copyright Act remains unaffected.
    2. Rights granted under Section 3.1 exclude the right to re-distribute the Software, to make the Software otherwise available to the public and any use of the Software for other than sole internal evaluation purposes. For the avoidance of doubt, any use of the Software in production and/or in connection with systems intended to be used by third-parties shall be excluded by the rights granted under this Agreement.
    3. For the avoidance of doubt, any restrictions of the open source license applicable to the Software (“Applicable Open Source License”) shall not apply to Customer within the terms of this Agreement. However, any rights granted to Customer within the terms of the Applicable Open Source License shall remain unaffected by this Agreement.
    4. This Agreement excludes any and all components of the Software which are not licensed by ArangoDB (“Third-Party Components”) and which shall be disclosed by ArangoDB within the Software provided to Customer (e.g. as text files listing all Third-Party components and their respective licenses). Such Third-Party Components are exclusively subject to their respective licenses and nothing in this Agreement shall be construed as a waiver of or interference with such third-party licenses.
  4. Customer’s Obligations
    1. Customer will ensure to fulfil the system requirements set out in the documentation.
    2. Customer will use the Software exclusively for the contractually agreed purposes. Customer is entitled to provide the Software to its employees and for employees of affiliated companies to the extent necessary for the contractually agreed purpose. Lease, rent or provision by other means to third parties is prohibited, unless necessary for the agreed contractual purpose. For the avoidance of doubt, Customer shall not be entitled to use the Software as an integral part of its own products, including Software-as-a-Service products, except for sole internal evaluation purposes.
    3. Upon request Customer will inform ArangoDB about number, data storage device and the repository of all copies (e.g. backup copies).
    4. Customer will save all data files, including the external files (e.g. databases and configuration data), appropriately to the level of risk, at least however once a day, and store them in a place that corresponds to security standards customary in the trade to which neither the Software nor other components of the systems used by Customer have access.
  5. Term and Termination
    1. This Agreement commences upon successful registration and acceptance of the Agreement by Customer.
    2. This Agreement may be terminated by both Parties with a notice of 1 week (unless agreed otherwise in the License Specification) to the end of the Agreement.
    3. Termination for good cause remains unaffected for both Parties. A breach of obligations set out in Sections 4.2 and 4.3 shall be deemed as good cause.
    4. Terminations, regardless of reason, must be in writing, whereas email shall be deemed sufficient.
    5. All rights granted expire upon termination of this Agreement. Customer is obliged to remove the Software from its systems and delete all copies.
  6. Warranty
    1. ArangoDB is only liable for defects when providing the Software if ArangoDB fraudulently conceals a defect in the Software.
  7. Damages and Liability
    1. In case of personal injury or death to persons as well as for deliberate and gross negligent actions, ArangoDB has unlimited liability.
    2. A potential liability of ArangoDB for any guarantees or claims based on Product Liability Law remains unaffected.
    3. Further liability of ArangoDB shall be excluded.
  8. Miscellaneous
    1. Amendments and additional agreements to this Agreement need to be in written form. This also includes this written form clause.
    2. Customer’s right to exercise set-offs against claims of ArangoDB are limited to counterclaims, which are undisputed or affirmed by a legally binding adjudication or those which are part of a reciprocal agreement (“synallagmatic relation”) towards the respective claim.
    3. This Agreement shall be governed by the laws of the Federal Republic of Germany with exclusion of the Convention on the International Sale of Goods (UN sales law).
    4. Exclusive venue for any and all disputes with regard to this contract is Cologne, provided the parties of the contract are merchants or Customer has no place of general jurisdiction in Germany or in another member state of the European Union or its permanent or habitual residence is transferred abroad after entry into force of these terms of use or permanent or habitual residence is not known at the time the action is filed.
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