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Update enterprise license

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Summary:
In case something has to be updated in `release/LICENSE_ENTERPRISE.md`
please put your comments in the document marked with `UPCOMING`
inside this https://drive.google.com/drive/folders/1GbnryzrjkmNDVigac4d1x__JWbiqlxMD
folder because the content has to be valid from the legal standpoint
(it requires some legal review).

Reviewers: mferencevic

Reviewed By: mferencevic

Subscribers: pullbot

Differential Revision: https://phabricator.memgraph.io/D2770
This commit is contained in:
Marko Budiselic 2020-05-27 15:43:27 +02:00
parent a149f5bd81
commit d36da12b48
4 changed files with 673 additions and 70 deletions
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release/CMakeLists.txt
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# Install the license file.
if (MG_ENTERPRISE)
install(FILES ${CMAKE_CURRENT_SOURCE_DIR}/LICENSE_ENTERPRISE_TRIAL.md
install(FILES ${CMAKE_CURRENT_SOURCE_DIR}/LICENSE_ENTERPRISE.md
DESTINATION share/doc/memgraph RENAME copyright)
else()
install(FILES ${CMAKE_CURRENT_SOURCE_DIR}/LICENSE_COMMUNITY.md

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release/LICENSE_ENTERPRISE.md Normal file
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# Memgraph Enterprise - Software Subscription Agreement
Memgraph Limited is registered in England under registration 10195084 and has
its registered office at Suite 4, Ironstone House, Ironstone Way, Brixworth,
Northampton, NN6 9UD ("Memgraph").
Memgraph agrees to license and/or grant you (the "Customer") access to the
Software, as defined below and provide support and services to you only if you
accept and agree to be bound by the terms and conditions in this Software
Subscription Agreement (the "Agreement"). By signing an Order Document (as
defined below), which is subject to and part of this Agreement, installing and
using the Software or by downloading a trial version of the Software, you agree
to be bound by the terms of this Agreement.
Memgraph Enterprise Trial Users: If you receive free of charge trial access to
the Software, you are deemed a "Customer" for purposes of this Agreement except
that you are subject to the additional restrictions and limitations set forth
in Section 3.2 below as to such Software.
## 1. DEFINITIONS.
1.1. "Applicable Laws" means (i) all applicable laws, statutes and regulations,
and (ii) regulatory policies, guidelines and industry codes (in each case
having the force of law), which apply to the provisions of the Software and
Services and this Agreement.
1.2. "Confidential Information" means all information disclosed
by a party ("Disclosing Party") to the other party ("Receiving Party"), whether
orally or in writing, that is designated as confidential or that reasonably
should be understood to be confidential given the nature of the information and
the circumstances of disclosure. Customer's Confidential Information includes
Customer Data; Memgraph Confidential Information includes the Software and
Services; and Confidential Information of each party includes the terms and
conditions of this Agreement and all Orders (including pricing), as well as
business and marketing plans, technology and technical information, product
plans and designs, and business processes disclosed by such party. However,
Confidential Information does not include any information that (i) is or
becomes generally known to the public without breach of any obligation owed to
the Disclosing Party, (ii) was known to the Receiving Party prior to its
disclosure by the Disclosing Party without breach of any obligation owed to the
Disclosing Party, (iii) is received from a third party without breach of any
obligation owed to the Disclosing Party, or (iv) was independently developed by
the Receiving Party.
1.3. "Customer Data" means business information or other data loaded by or for
Customer and/or processed by the Software.
1.4. "Data Protection Legislation" means all applicable data protection and
privacy legislation in force from time to time in the UK including the General
Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the
Privacy and Electronic Communications Directive 2002/58/EC (as updated by
Directive 2009/136/EC) and the Privacy and Electronic Communications
Regulations 2003 (SI 2003/2426) as amended.
1.5. "Order Document" or "Order" means an order on the Memgraph form of
provisioning document that is submitted by or on behalf of Customer, and
executed by or on behalf of the parties referencing this Agreement and that
specifies the Software and/or Services ordered by Customer, as well as the
specific terms and conditions, for that particular transaction.
1.6. "Services" means those services, including Support Services, which may be
provided to Customer by Memgraph pursuant to the terms of this Agreement and
are expressly limited to those services directly related to Customer's use of
the Software, and expressly exclude any other services.
1.7. "Software" means the Memgraph proprietary downloadable graph database
enterprise software ("Enterprise Software") and the associated technical
documentation located at https://docs.memgraph.com/ ("Documentation"), as well
as software updates, upgrades, bug fixes, or modified versions thereof that
Memgraph licenses or provides to Customer directly or indirectly throughout the
Subscription Term.
1.8. "Subscription Term" means the fixed term, of not less than one (1) year,
designated in an Order Document beginning on the Effective Date and ending at
the end of the period stated therein. If no expiration date is specified in an
Order Document, the Subscription Term shall be a one (1) year period ("Minimum
Subscription Term"). A "Subscription" is the binding, non-cancellable contract
for the use of the Software for the Subscription Term as set forth in an Order
Document.
1.9. "Support" means the support and maintenance services, including any
updates, upgrades, patches, enhancements and bug fixes for the Software that
may be provided to Customer by Memgraph pursuant to the terms of this
Agreement.
1.10. "Users" means employees and Contractors of Customer that Customer has
permitted or authorized to access and use of the Software on Customer's behalf
pursuant to the terms of this Agreement.
## 2. ORDERS, DELIVERY; SUPPORT.
2.1. Delivery. Memgraph will promptly deliver the Software after it accepts an
Order and Customer issues a purchase order referencing such Order. Unless
otherwise stated in an Order, Customer is solely responsible for installing
Software on Customer's own computer equipment. In some instances, Customer's
purchasing relationship exists solely between Customer and an authorised
reseller of Memgraph's Software and Services (a "Reseller"), in which case
Sections 5.1-5.3 (Fees and Payment) will be inapplicable to such Order(s), and
the Reseller shall be responsible for submitting Orders and the appropriate
payment method therewith to Memgraph. An Order is not binding until Memgraph
accepts and countersigns the Order.
2.2 Support. Memgraph will use commercially reasonable efforts to provide
Support to Customer in accordance with Memgraph's then-current terms and
conditions set forth at
https://download.memgraph.com/legal/memgraph-support-terms-and-conditions.pdf
at the support tier stated in the applicable Order. The Support terms and
conditions are subject to change at Memgraph's discretion; however, Memgraph
will not materially reduce the level of Support during a Subscription Term for
which Fees have been paid.
## 3. LICENCE GRANTS; RESTRICTIONS AND PROPRIETARY RIGHTS.
Customer's licence and access rights and benefits and Memgraph's obligations to
Customer will vary depending on the product and the type of licence Memgraph is
granting. If you purchased a licence to Memgraph Software, your licence will be
subject to certain use and/or capacity restrictions, as identified on the
applicable Order Document.
3.1. Enterprise Software Licence. In consideration of the Fees paid hereunder
and subject to the terms of this Agreement and the applicable Order, Memgraph
grants Customer a world-wide, non-exclusive, non-transferable,
non-sublicenseable, and limited licence during the applicable Subscription
Term, to install, and use the Enterprise Software up to the maximum capacity
("Licensed Capacity"), and subject to the usage rules, specified in the
applicable Order Document, and to use Documentation solely for Customer's
internal business purposes in connection with operation of the Enterprise
Software.
3.2. Enterprise Trial Licence. If the Customer downloads, accesses, or uses the
Software under a trial licence ("Trial Licence"), then Customer may use one (1)
copy of the Software in accordance with the terms and conditions of this
Agreement for a thirty (30) day period, or such longer trial period represented
by the applicable licence key issued by or expressly authorised by Memgraph
(the "Trial Period"). Trial Licences are permitted solely for Customer's
evaluation use to determine whether to purchase a Subscription to the Software.
Customer may not use a Trial Licence for any other purpose. At the end of the
Trial Period, the Trial Licence will expire (and this Agreement will terminate
as to such Licence and continue to apply to any subsequent Subscription or use
of the Software; if Customer decides not to obtain a Subscription upon
expiration of the Trial Period, it will promptly cease using and will delete
the Software from its computer systems. Memgraph has the right to terminate a
Trial Licence at any time for any reason.
3.3. NO OBLIGATIONS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT
OR IN ANY ORDER DOCUMENT, MEMGRAPH WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT,
OR SERVICE LEVEL, OBLIGATIONS WITH RESPECT TO ANY ENTERPRISE TRIAL, OR OTHER
NO-CHARGE SOFTWARE (INCLUDING TOOLS AND UTILITIES) LICENCES.
3.4. General Restrictions. Customer acknowledges that the Software, and its
structure, organization, and source code, constitute Memgraph's and its
suppliers' valuable trade secrets, and that usage of the Software is subject to
the following restrictions:
3.4.1. Restrictions. Customer agrees not to, and not to authorize any third
party to: (i) allow access or use of the Software by anyone other than its
Users; (ii) distribute, embed, sell, rent, transfer, lease, lend, sublicense,
loan, assign, pledge, grant a security interest in, or otherwise make the
Software accessible or available to any third party; except to the limited
extent expressly provided in Section 3.4.2, use the Software in any
service-bureau, timesharing, outsourcing or similar arrangement; or (iii)
disassemble, decompile, reverse engineer or otherwise attempt to derive the
structure, sequence or organization of source code or APIs; (iv) remove or
alter product identification, copyright, trademark or other proprietary
markings contained in or on the Software; (v) modify, adapt, recast, transform
or otherwise prepare a derivative work of the Software or portion thereof; (vi)
conduct any competitive analysis, publish or share with any third party any
results of any technical evaluation or tests performed on the Software, or
disclose Software features, errors or bugs to a third party without Memgraph's
prior written consent; or (vii) engage in any act designed to circumvent any
restriction set forth in this Agreement, in the Software, or in an Order,
including but not limited to restrictions related to Licensed Capacity.
3.4.2. Internal Use Licences; Users. The Software is licensed for Customer's
internal business use and not for distribution or use by third parties. For
clarity, however, Customer may make available to third parties any
Customer-hosted services or other Customer applications or services that make
use of or incorporate the Software, provided and solely to the extent that (i)
Customer's application or hosted service adds primary and significant
functionality to the Software, (ii) Customer does not embed or otherwise
distribute the Software to third parties, (iii) Customer does not provide third
parties direct access to operate or control the Software itself; and (iv)
Customer at all times remains in compliance with the terms of the applicable
licence grants under this Agreement. Subject to the terms and conditions of
this Agreement, in addition to Customer's employees, Customer may permit its
independent contractors and consultants ("Contractors") to serve as Users.
Customer will remain responsible for compliance by each of its Users (including
but not limited to any Contractor Users) with all of the terms and conditions
of this Agreement, and any use of the Software by any Contractors must be for
the sole benefit of Customer.
3.5. Ownership; Reservation of Rights. This is an agreement for use of Memgraph
Software and not an agreement for sale. Customer acknowledges that it is
obtaining only a limited right to use the Software on a licensed basis, and
that irrespective of any use of the words "purchase", "sale" or like terms
hereunder no ownership rights are being conveyed to Customer. Customer agrees
that Memgraph or its suppliers retain all right, title and interest (including
all patent, copyright, trade secret and other intellectual property rights) in
and to the Memgraph Software. Nothing in this Section shall be deemed as
granting Memgraph ownership of Customer Data or in any way impacting Customer's
ownership of Customer Data.
3.6. Third Party Code. The Software may contain or be provided with components
which are licensed from third parties, including components subject to the
terms and conditions of "open source" software licences ("Open Source
Software"). Open Source Software may be identified in the Software,
Documentation, or in a list of the Open Source Software provided to you upon
your written request. To the extent required by the licence that accompanies
the Open Source Software, the terms of such licence will apply in lieu of the
terms of this Agreement with respect to such Open Source Software, including,
without limitation, any provisions governing access to source code,
modification, or reverse engineering.
3.7. IP Ownership. The Parties agree that neither party shall gain, by virtue
of this Agreement, any rights of ownership or any other interest, right or
title of copyrights, patents, trade secrets, trademarks, or any other
intellectual property rights owned by the other Party. Any and all new works
developed in the course of performing obligations pursuant to this Agreement
and all new inventions, innovations or ideas developed by a Party in the course
of performance of its activities under this Agreement, will belong to that
Party who develops the same. Notwithstanding anything to the contrary in this
Section, the Parties understand and agree that any and all proprietary
materials developed by a Party prior to this Agreement and any modifications,
enhancements, improvements or inventions made to such proprietary materials
shall be owned by that Party, regardless of which Party prepared or developed
such modifications, enhancements, improvements or inventions.
## 4. CUSTOMER DATA; OBLIGATIONS OF CUSTOMER AND MEMGRAPH.
4.1. Customer shall retain all of its rights, title, and interest in and to its
intellectual property rights in Customer Data. Customer grants to Memgraph a
non-exclusive, worldwide, limited-term licence solely to host, copy, transmit
and display Customer Data as reasonably necessary for Memgraph to support
Customer's use of the Software, to ensure the security of and to administrate
the Software, and to deliver Services in accordance with this Agreement or as
otherwise outlined in https://memgraph.com/legal/privacy-policy/.
4.2. Protection of Customer Data. Memgraph will maintain appropriate
administrative, physical, and technical safeguards, consistent with generally
prevailing industry standards, for protection of the security, confidentiality,
and integrity of Customer Data, as described in the Documentation. Those
safeguards will include, but will not be limited to, measures for preventing
access, use, modification, or disclosure of Customer Data by Memgraph
personnel, except as permitted by this Agreement.
4.3. Personal data. Both parties will comply with all applicable requirements
of the Data Protection Legislation. This section 4 is in addition to, and does
not relieve, remove or replace, a party's obligations under the Data Protection
Legislation. Notwithstanding the foregoing, the parties acknowledge that, in
the ordinary course of providing the Services, Memgraph shall not process
personal data (as defined in the Data Protection Legislation) on behalf of the
Customer. In the event that the Customer requires Memgraph to process personal
data on its behalf, it shall notify Memgraph and the parties shall execute such
terms as necessary under applicable law.
## 5. FEES AND PAYMENT.
5.1. Fees. Customer will pay Memgraph the fees for the Licences and Services as
set forth in the applicable Order ("Fees"). Customer acknowledges and agrees
that if Customer's use of the Software exceeds the Licensed Capacity set forth
on the applicable Orders or otherwise requires the payment of additional fees
(per the terms of this Agreement), Customer shall be invoiced for such usage
and Customer agrees to pay the additional fees in accordance with this Section.
Notwithstanding the terms of Section 5.4 below (Reconciliation), Customer
acknowledges and agrees that it is obligated to ensure that its Software usage
does not exceed the Licensed Capacity and to promptly notify Memgraph of any
such excess usage no more than thirty (30) days from the last day of the
calendar month during which such excess usage occurred.
5.2. Payment Terms. Except as otherwise specifically set forth on an Order
Document, all fees are due and payable within thirty days after the date of
invoice. Renewal Fees for any renewal Subscription Term (if purchased by
Customer) will be due and payable within thirty (30) days of expiration of the
then-current term. If Fees are not paid when due, or in the event of other
breach of this Agreement, Customer shall discontinue use of the Software and
Memgraph may suspend its performance, including its delivery of technical
support of the Software or other Services without further notice and without
penalty. All Orders (including multi-year Subscriptions with annual payment
schedules) are non-cancellable and all amounts paid are non-refundable, unless
otherwise expressly set forth herein. Any invoiced amount not received by the
due date will accrue late interest at the rate of 1.5% of the outstanding
balance per month, or the maximum rate permitted by applicable law, whichever
is lower.
5.3. Taxes. Fees are exclusive of taxes. Customer will pay any sales, use,
value added, duties, fees and other governmental assessments or charges arising
out of this Agreement and the transactions contemplated herein. Customer will
make all payments free and clear of, and without reduction for, any withholding
taxes.
5.4. Reconciliation. At Memgraph's request from time to time, not exceeding
once per quarter, Customer will provide Memgraph with a report detailing its
use of the Software, including its non-production and/or production use and
using the self-monitoring capabilities of the Software or other means, and
Memgraph may inspect Customer's records related to such report not more
frequently than annually to ensure payment of Fees. Any on-site review will be
conducted during regular business hours at Customer's offices. The parties will
use reasonable good faith efforts to promptly resolve any discrepancies between
licensed usage and actual usage.
## 6. APPLICABLE LAWS.
6.1. Each Party shall perform this Agreement in accordance with all Applicable
Laws. Without prejudice to the foregoing, each Party shall:
6.1.1. comply with all Applicable Laws relating to anti-bribery,
anti-corruption, anti-slavery and human trafficking, including the Bribery Act
2010 and the Modern Slavery Act 2015 (the "Relevant Requirements");
6.1.2. have and maintain in place throughout the Term its own policies and
procedures, including adequate procedures under the Bribery Act 2010, to ensure
compliance with the Relevant Requirements, and will enforce them where
appropriate;
6.1.3. (if not prohibited by law or regulation from doing so) promptly report
to the other Party any request or demand for any undue financial or other
advantage of any kind received by the reporting Party in connection with the
performance of this Agreement; and
6.1.4. (if not prohibited by law or regulation from doing so) notify the other
Party (and email shall be sufficient for this purpose) as soon as it becomes
aware of any actual or suspected slavery or human trafficking in a supply chain
which has a connection with this Agreement.
## 7. REPRESENTATIONS AND WARRANTIES.
7.1. Mutual Representations and Warranties. Each Party represents and warrants
to the other that: (i) it is a corporation lawfully incorporated and validly
existing pursuant to the laws of its place of incorporation; (ii) it has all
requisite power and authority, corporate or otherwise, to execute, deliver and
perform its obligations under this Agreement; and (iii) this Agreement
constitutes its legal, valid and binding obligations and may be enforced
against it.
7.2. Limited Memgraph Warranty; Remedies. Memgraph warrants that the Software,
when used as permitted hereunder, will operate in all material respects as
described in the applicable Documentation, and that Services will be provided
in a professional manner consistent with industry standards.
7.3. Limitations; Remedy. Memgraph does not warrant that the Software or the
Services will be error-free, uninterrupted or meet Customer's specific
requirements or that performance of the Services will be uninterrupted.
Memgraph will have no warranty obligation under Section 7.2 for Customer's
misuse or failure to use the Software in accordance with its Documentation or
this Agreement. Customer's sole and exclusive remedy, and Memgraph's sole and
exclusive obligation, for breach of warranty will be (i) during the thirty (30)
day period following initial Delivery of the Software under an Order,
Memgraph's correction of the program errors that cause the breach of warranty,
or if Memgraph cannot substantially correct such breach in a commercially
reasonable manner, a refund of the fees paid for the nonconforming Software
(ii) during the remainder of the relevant Subscription Term, Memgraph's
delivery of Support with respect to any such program errors. In the event of a
refund remedy, Customer's licences and right to use the Software or receive
Services will end. In the event of any noticed breach of warranty with respect
to Services, Memgraph's sole and exclusive obligation shall be the
re-performance of the deficient Services.
7.4. Disclaimer. THIS SECTION 7 IS A LIMITED WARRANTY AND, EXCEPT EXPRESSLY AS
SET FORTH IN SECTION 7.2, THE SOFTWARE, INCLUDING WITHOUT LIMITATION THE
THIRD-PARTY CODE, AND ALL SERVICES ARE PROVIDED "AS IS". MEMGRAPH MAKES NO
OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
AND DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
## 8. INDEMNIFICATION.
8.1. By Memgraph. Memgraph will defend against any action against Customer
brought by a third party to the extent the action is based on a claim that the
Software infringes a third party's patent, copyright or trademark (a "Claim")
and indemnify Customer from the damages, liabilities, costs and expenses
(including reasonable attorneys' fees) awarded against Customer or agreed in
settlement by Customer resulting from such Claim. If your use of the Software
is (or in Memgraph's opinion likely to be) enjoined, then Memgraph may, at its
own expense and at its option: (i) substitute substantially similar
functionality for the Software which renders it non-infringing; (ii) procure
for Customer the right to continue to use the Software; or if (i) and (ii) are
not commercially reasonable, terminate this Agreement and refund Customer any
prepaid, unused (pro-rated) Fees for the duration of the then-current
Subscription Term. The foregoing obligations of Memgraph will not apply: (i) if
the Software is modified by any party other than Memgraph, but solely to the
extent the alleged infringement is caused by such modification; (ii) if the
Software is used in combination with other products or processes not provided
or authorized by Memgraph, but solely to the extent the alleged infringement is
caused by such combination; (iii) use of any version or release of Software
other than the most current version or release made available to Customer by
Memgraph, if its use would have avoided the infringement; (iv) any unauthorized
use of the Software. THIS SECTION 8.1 SETS FORTH MEMGRAPH'S SOLE LIABILITY AND
CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL
PROPERTY INFRINGEMENT.
8.2. By Customer. Customer will indemnify and hold Memgraph and its suppliers
harmless against any claims, liabilities, costs, and expenses (including
reasonable attorneys' fees) that Memgraph or its suppliers may incur as a
result of a third-party claim arising from or related to Customer Data, or
misuse or unauthorised use of the Software by Customer or any User.
8.3. Conditions. All defence and indemnity obligations under Sections 8.1 and
8.2 are conditioned on the indemnitee (i) giving the indemnitor written notice
of the relevant claim within thirty (30) days after the indemnitee receives
notice of the Claim (or sooner if required by applicable law); (ii) reasonably
cooperating with the indemnitor, at the indemnitor's expense, in the defence of
the claim; and (iii) giving the indemnitor sole control of the defence and any
settlement negotiations. The indemnitee may participate in the defence at its
expense.
## 9. LIMITATION OF LIABILITY.
9.1. TO THE EXTENT PERMITTED BY LAW, NEITHER MEMGRAPH NOR CUSTOMER SHALL BE
LIABLE TO THE OTHER OR ANY THIRD PARTY FOR LOST PROFITS (WHETHER DIRECT OR
INDIRECT) OR LOSS OF USE OR DATA, SUBSTITUTE GOODS OR SERVICES, OR FOR
INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING
DAMAGE TO BUSINESS, REPUTATION OR GOODWILL), OR INDIRECT DAMAGES OF ANY TYPE
HOWEVER CAUSED, WHETHER BY BREACH OF WARRANTY, BREACH OF CONTRACT, IN TORT
(INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE CAUSE OF ACTION EVEN IF
SUCH PARTY HAS BEEN ADVISED OF SUCH DAMAGES IN ADVANCE OR IF SUCH DAMAGES WERE
FORESEEABLE.
9.2. LIMITATIONS ON DIRECT DAMAGES. EXCEPT FOR ANY EXCLUDED CLAIMS AND ANY
DAMAGES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, IN NO EVENT WILL
MEMGRAPH'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT,
EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER
TO MEMGRAPH UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRECEDING THE CLAIM.
THE FOREGOING LIMITATIONS SHALL NOT APPLY TO: (i) PAYMENTS TO A THIRD PARTY
ARISING FROM A PARTY'S OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION); (ii)
BREACH BY A PARTY OF SECTION 10 (CONFIDENTIAL INFORMATION), AND (iii)
INFRINGEMENT BY A PARTY OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS
(COLLECTIVELY EXCLUSIONS (i)-(iii) ARE REFERRED TO AS THE "EXCLUDED CLAIMS").
WITH RESPECT TO ANY EXCLUDED CLAIMS, MEMGRAPH'S TOTAL AGGREGATE LIABILITY SHALL
IN NO EVENT EXCEED £1,000,000.
9.3. Nothing in this Agreement excludes the liability of Memgraph for death or
personal injury caused by the Supplier's negligence; or for fraud or fraudulent
misrepresentation.
## 10. CONFIDENTIALITY.
10.1. The Receiving Party will use the same degree of care that it uses to
protect the confidentiality of its own confidential information of like kind
(but not less than reasonable care) to (i) not use any confidential information
of the Disclosing Party for any purpose outside the scope of this agreement and
(ii) except as otherwise authorized by the Disclosing Party in writing, limit
access to confidential information of the Disclosing Party to those of its and
its affiliates' employees and contractors who need that access for purposes
consistent with this agreement and who have signed confidentiality agreements
with the receiving party containing protections not materially less protective
of the confidential information than those herein. Neither party will disclose
the terms of this agreement or any Orders to any third-party other than its
affiliates, legal counsel, and accountants without the other party's prior
written consent, provided that a party that makes any such disclosure to its
affiliate, legal counsel or accountants will remain responsible for such
affiliate's, legal counsel's, or accountant's compliance with this
"confidentiality" section.
10.2. Compelled Disclosure. The Receiving Party may disclose confidential
information of the Disclosing Party to the extent compelled by law to do so,
provided the Receiving Party gives the Disclosing Party prior notice of the
compelled disclosure (to the extent legally permitted) and reasonable
assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to
contest the disclosure. If the receiving party is compelled by law to disclose
the Disclosing Party's confidential information as part of a civil proceeding
to which the Disclosing Party is a party, and the Disclosing Party is not
contesting the disclosure, the Disclosing Party will reimburse the Receiving
Party for its reasonable cost of complying and providing secure access to that
confidential information.
## 11. TERMINATION.
11.1. Term. The term ("Term") of this Agreement will commence on the Effective
Date and continue until all Subscriptions, licence terms and Orders expire,
unless earlier terminated in accordance with this Section 11.
11.2. Termination for Cause. In the event of a material breach of this
Agreement (excluding any breaches for which an exclusive remedy is expressly
provided), the non-breaching party may terminate this Agreement if such breach
is not cured within thirty (30) days after written notice thereof (except that
for a breach of Section 3.4 ("General Restrictions"), there will be no cure
period). For clarity, material breach of this Agreement includes, but is not
limited to, failure to timely pay amounts due hereunder, exceeding the scope of
any Licence granted hereunder (including the Licensed Capacity), violating the
Licence restrictions, breach of Section 6.1 and failing to protect the other
party's Confidential Information.
11.3. Without affecting any other right or remedy available to it, either party
may terminate this Agreement with immediate effect by giving written notice to
the other party if the other party:
11.3.1. suspends, or threatens to suspend, payment of its debts or is unable to
pay its debts as they fall due or admits inability to pay its debts or is
deemed unable to pay its debts within the meaning of section 123 of the
Insolvency Act 1986, as if the words "it is proved to the satisfaction of the
court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act
1986; or
11.3.2. the other party commences negotiations with all or any class of its
creditors with a view to rescheduling any of its debts, or makes a proposal for
or enters into any compromise or arrangement with its creditors other than for
the sole purpose of a scheme for a solvent amalgamation of that other party
with one or more other companies or the solvent reconstruction of that other
party; or
11.3.3. a petition is filed, a notice is given, a resolution is passed, or an
order is made, for or in connection with the winding up of that other party
other than for the sole purpose of a scheme for a solvent amalgamation of that
other party with one or more other companies or the solvent reconstruction of
that other party; or
11.3.4. an application is made to court, or an order is made, for the
appointment of an administrator, or if a notice of intention to appoint an
administrator is given or if an administrator is appointed, over the other
party; or
11.3.5. the holder of a qualifying floating charge over the assets of that
other party has become entitled to appoint or has appointed an administrative
receiver; or
11.3.6. a person becomes entitled to appoint a receiver over the assets of the
other party or a receiver is appointed over the assets of the other party; or
11.3.7. a creditor or encumbrancer of the other party attaches or takes
possession of, or a distress, execution, sequestration or other such process is
levied or enforced on or sued against, the whole or any part of the other
party's assets and such attachment or process is not discharged within 30 days;
or
11.3.8. any event occurs, or proceeding is taken, with respect to the other
party in any jurisdiction to which it is subject that has an effect equivalent
or similar to any of the events mentioned in clause 11.3.1 to clause 11.3.7
(inclusive); or
11.3.9. the other party suspends or ceases, or threatens to suspend or cease,
carrying on all or a substantial part of its business.
11.4. Effect of Termination. Upon the termination of this Agreement: (i) all
licences will terminate; (ii) Customer will immediately discontinue all use of
the affected Software, erase all full and partial copies of the Software and
(subject to this Section) all other tangible embodiments of Memgraph
Confidential Information in Customer's possession or control, and promptly
certify the same to Memgraph; (iii) Memgraph may immediately cease providing
the Services; (iv) (subject to this Section), Memgraph will return or delete
all tangible embodiments of Customer Confidential Information in Memgraph's
possession or control; and (v) Sections 1 ("Definitions"), 3.4 ("General
Restrictions"), 3.5 ("Ownership; Reservation of Rights"), 5 ("Fees and
Payment"), 7.3 ("Limitations"), 7.4 ("Disclaimer"), 8 ("Indemnification"), 9
("Limitation of Liability"), 10 ("Confidentiality"), 11.4 ("Effect of
Termination"), and 12 ("Miscellaneous") will survive. If a party's file
retention policies or a valid legal order provides for backup or archival
copies of files to be retained, such party will notify the other party of such
policy or order, protect the other party's Confidential Information as required
hereunder, and permanently erase, delete, or destroy such Confidential
Information as soon as permissible under such policy or order.
## 12. MISCELLANEOUS.
12.1. Assignment. This Agreement will bind and inure to the benefit of each
party's permitted successors and assigns. Memgraph may assign this Agreement to
any affiliate or in connection with a merger, reorganization, acquisition, or
other transfer of all or substantially all of Memgraph's assets or voting
securities. Customer may not assign or transfer this Agreement, in whole or in
part, without Memgraph's written consent except that Customer may assign its
rights and obligations under this Agreement, in whole but not in part, without
Memgraph's written consent in connection with any merger, consolidation, sale
of all or substantially all of Customer's assets or voting stock, or any other
similar transaction provided that: (i) the assignee is not a direct competitor
of Memgraph; (ii) Customer provides prompt written notice of such assignment to
Memgraph; (iii) the assignee is capable of fully performing Customer's
obligations under this Agreement; and (iv) the assignee agrees to be bound by
the terms and conditions of this Agreement. Any attempt to transfer or assign
this Agreement without such written consent will be null and void.
12.2. Force Majeure. Memgraph shall have no liability to the Customer under
this Agreement if it is prevented from or delayed in performing its obligations
under this Agreement, or from carrying on its business, by acts, events,
omissions or accidents beyond its reasonable control, including strikes,
lock-outs or other industrial disputes (whether involving the workforce of
Memgraph or any other party), failure of a utility service or transport or
telecommunications network, act of God, war, pandemic, riot, civil commotion,
malicious damage, compliance with any law or governmental order, rule,
regulation or direction, accident, breakdown of plant or machinery, fire,
flood, storm or default of suppliers or subcontractors, provided that the
Customer is notified of such an event and its expected duration.
12.3. Governing Law. This Agreement and any dispute or claim arising out of or
in connection with it or its subject matter or formation (including
non-contractual disputes or claims) shall be governed by and construed in
accordance with the law of England and Wales.
12.4. Jurisdiction. Each party irrevocably agrees that the courts of England
and Wales shall have exclusive jurisdiction to settle any dispute or claim
arising out of or in connection with this Agreement or its subject matter or
formation (including non-contractual disputes or claims).
12.5. Severability; Waiver; Construction. If a court of competent jurisdiction
adjudges any provision of this Agreement to be invalid or unenforceable, the
remaining provisions of this Agreement, if capable of substantial performance,
will continue in full force and effect without being impaired or invalidated in
any way. The parties agree to replace any invalid provision with a valid
provision that most closely approximates the intent and economic effect of the
invalid provision. All waivers must be in writing. A party's consent to, or
waiver of, enforcement of this Agreement on one occasion will not be deemed a
waiver of any other provision or such provision on any other occasion. In this
Agreement, the word "including" means "including but not limited to." No
presumption will operate in favour of or against any party as a result of its
role in drafting this Agreement.
12.6. Subcontractors. Memgraph may use the services of subcontractors in
connection with its performance of this Agreement, provided that Memgraph
remains solely responsible for (i) compliance of any such subcontractor with
the terms of this Agreement and (ii) the overall performance of Memgraph as
required under this Agreement.
12.7. Use of Aggregate Data. Customer agrees that Memgraph may collect, use and
disclose quantitative data and metadata derived from the use of the Software
(i) for its own internal, statistical analysis, (ii) to develop and improve the
Software and (iii) to create and distribute reports and other materials
regarding use of the Software. For clarity, any such data collected, used, and
disclosed will be in anonymized aggregate form only and shall not identify
Customer or its Users, or disclose any Customer Data.
12.8. Independent Contractors. The parties are independent contractors. No
agency, partnership, franchise, joint venture, or employment relationship is
intended or created by this Agreement. Neither party has the power or authority
to create or assume any obligation, or make any representations or warranties,
on behalf of the other party.
12.9. Publicity. Memgraph may, in conformity with Customer's trademark usage
guidelines, use Customer's name and logo in Memgraph's sales and marketing
materials, including in business presentations, Customer lists, and on
websites. Neither party will issue a press release regarding this Agreement
without the other party's prior written consent. Neither party will disclose
the terms of this Agreement to any third party, except as required by law.
12.10. Notice. Any notice, consent, or waiver hereunder must be in writing,
addressed to the attention of "Legal Department" at the address set forth
above, and delivered by personal delivery, reputable rapid courier, or
certified/registered mail, return receipt requested, and will be deemed given
upon personal delivery, one (1) day after deposit with an overnight domestic
courier, two (2) days after deposit with an international courier, or five (5)
days after deposit in the certified or registered mail. A party may specify a
new address by providing notice to the other party in accordance with this
Section.
12.11. Compliance with Law. Each party will comply with all applicable laws,
regulations, and orders of any governmental authority of competent jurisdiction
in its performance under this Agreement, including but not limited to those
applicable to data collection and the privacy and security of personal
information, including trans-border data transfers and data breach notification
requirements as required of each party by law.
12.12. Supremacy; Modification. This Agreement will prevail over any written
instrument submitted by Customer; the terms of any purchase order,
acknowledgement, or similar document submitted by Customer to Memgraph will
have no effect. If the express terms of an Order Document conflict with this
Agreement, the terms on the Order Document will prevail, but only with respect
to that Order Document. This Agreement cannot be varied or supplemented by
course of dealing or by usage of trade. All modifications or amendments to this
Agreement must be in writing and signed by both parties, except that subsequent
renewals and purchases of additional Licensed Capacity can be procured by
payment against an issued invoice as set forth in Section 5 ("Fees and
payment") above.
12.13. No Third Party Beneficiaries. This Agreement is not intended and shall
not be construed to give any third party any interest or rights with respect to
or in connection with any agreement or provision herein, except as expressly
provided for in this Agreement.
12.14. Entire Agreement. This Agreement in its original English text, sets
forth the complete, exclusive, and final agreement of the parties concerning
the subject matter hereof, supersedes, replaces, and merges all prior and
contemporaneous agreements, communications, and understandings, both written
and oral, between them concerning the subject matter hereof. This Agreement may
be executed in counterparts.

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# User License Agreement
1. Description
THIS LICENSE AGREEMENT GOVERNS LICENSEE’S USE OF THE MEMGRAPH ENTERPRISE
RELEASE AND DOCUMENTATION UNDER A TRIAL LICENSE.
2. Trial License Grant
The Software and Documentation are provided to Licensee at no charge and are
licensed, not sold to Licensee. No ownership of any part of the Software and
Documentation is hereby transferred to Licensee. Subject to (i) the terms and
conditions of this License Agreement, (ii) any additional license restrictions
and parameters contained on Licensor’s quotation, website, or order form
(“Order Form”), Licensor hereby grants Licensee a personal, non-assignable,
non-transferable and non-exclusive license to install, access and use the
Software (in object code form only) and Documentation for Licensee’s internal
business purposes only. All rights relating to the Software and Documentation
that are not expressly licensed in this License Agreement, whether now existing
or which may hereafter come into existence are reserved for Licensor. Licensee
shall not remove, obscure, or alter any proprietary rights notices (including
without limitation copyright and trademark notices), which may be affixed to or
contained within the Software or Documentation.
The Memgraph Enterprise Release Trial License is granted without charge for the
trial or evaluation period specified when the Memgraph Enterprise Release was
delivered, or if no term was specified, for thirty (30) calendar days. You may
not use the Memgraph Enterprise Release under the Trial License more than once
in any twelve (12) month period. Memgraph may revoke the Trial License at any
time and for any reason.
3. Restrictions
Licensee will not, directly or indirectly, (a) copy the Software or
Documentation in any manner or for any purpose; (b) install, access or use any
component of the Software or Documentation for any purpose not expressly
granted in Section 2 above; (c) resell, distribute, publicly display or
publicly perform the Software or Documentation or any component thereof, by
transfer, lease, loan or any other means, or make it available for use by
others in any time-sharing, service bureau or similar arrangement; (d)
disassemble, decrypt, extract, reverse engineer or reverse compile the
Software, or otherwise attempt to discover the source code, confidential
algorithms or techniques incorporated in the Software; (e) export the Software
or Documentation in violation of any applicable laws or regulations; (f)
modify, translate, adapt, or create derivative works from the Software or
Documentation; (g) circumvent, disable or otherwise interfere with
security-related features of the Software or Documentation; (h)
reverse-engineer, disassemble, attempt to derive the source code; (i) use the
Software or Documentation for any illegal purpose, in any manner that is
inconsistent with the terms of this License Agreement, or to engage in illegal
activity; (j) remove or alter any trademark, logo, copyright or other
proprietary notices, legends, symbols or labels on, or embedded in, the
Software or Documentation; or (k) provide access to the Software or
Documentation to third parties.
4. Warranty Disclaimer
THE MEMGRAPH ENTERPRISE RELEASE AND DOCUMENTATION UNDER THE TRIAL LICENSE ARE
PROVIDED “AS IS” FOR DEVELOPMENT, TESTING, AND EVALUATION PURPOSES ONLY. IT IS
NOT LICENSED FOR PRODUCTION USE AND LICENSOR MAKES NO AND DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON
INFRINGEMENT OF THIRD PARTIES’ INTELLECTUAL PROPERTY RIGHTS OR OTHER
PROPRIETARY RIGHTS. NEITHER THIS LICENSE AGREEMENT NOR ANY DOCUMENTATION
FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE
OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE.
BY DOWNLOADING AND/OR ACCESSING THIS SOFTWARE, YOU AGREE TO SUCH TERMS.

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../../LICENSE_ENTERPRISE_TRIAL.md
../../LICENSE_ENTERPRISE.md