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LICENSE
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SERVICES AGREEMENT
Your installation of this software is symbol of your signature indicating that
you accept the terms of this Services Agreement (this "Agreement"). This
Agreement is a legal agreement between you (either an individual or a single
entity) and CloudFlare, Inc. for the services being provided to you by
CloudFlare or its authorized representative (the "Services"), including any
computer software and any associated media, printed materials, and "online" or
electronic documentation provided in connection with the Services (the
"Software" and together with the Services are hereinafter collectively referred
to as the "Solution"). If the user is not an individual, then "you" means your
company, its officers, members, employees, agents, representatives, successors
and assigns. BY USING THE SOLUTION, YOU ARE INDICATING THAT YOU HAVE READ, AND
AGREE TO BE BOUND BY, THE POLICIES, TERMS, AND CONDITIONS SET FORTH BELOW IN
THEIR ENTIRETY WITHOUT LIMITATION OR QUALIFICATION, AS WELL AS BY ALL APPLICABLE
LAWS AND REGULATIONS, AS IF YOU HAD HANDWRITTEN YOUR NAME ON A CONTRACT. IF YOU
DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SOLUTION.
1. GRANT OF RIGHTS
1.1 Grant of License. The Solution is licensed by CloudFlare and its
licensors, not sold. Subject to the terms and conditions of this Agreement,
CloudFlare hereby grants you a nonexclusive, nonsublicensable, nontransferable
license to use the Solution. You may examine source code, if provided to you,
solely for the limited purpose of evaluating the Software for security flaws.
You may also use the Service to create derivative works which are exclusively
compatible with any CloudFlare product serviceand no other product or service.
This license applies to the parts of the Solution developed by CloudFlare. The
Solution may also incorporate externally maintained libraries and other open software.
These resources may be governed by other licenses.
1.2 Restrictions. The license granted herein is granted solely to you and
not, by implication or otherwise, to any of your parents, subsidiaries or
affiliates. No right is granted hereunder to use the Solution to perform
services for third parties. All rights not expressly granted hereunder are
reserved to CloudFlare. You may not use the Solution except as explicitly
permitted under this Agreement. You are expressly prohibited from modifying,
adapting, translating, preparing derivative works from, decompiling, reverse
engineering, disassembling or otherwise attempting to derive source code from
the Software used to provide the Services or any internal data files generated
by the Solution. You are also prohibited from removing, obscuring or altering
any copyright notice, trademarks, or other proprietary rights notices affixed to
or associated with the Solution.
1.3 Ownership. As between the parties, CloudFlare and/or its licensors own
and shall retain all right, title, and interest in and to the Solution,
including any and all technology embodied therein, including all copyrights,
patents, trade secrets, trade dress and other proprietary rights associated
therewith, and any derivative works created there from.
2. LIMITATION OF LIABILITY
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT DOWNLOADING THE SOFTWARE IS AT YOUR
SOLE RISK. THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND
AND CLOUDFLARE, ITS LICENSORS AND ITS AUTHORIZED REPRESENTATIVES (TOGETHER FOR
PURPOSES HEREOF, "CLOUDFLARE") EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CLOUDFLARE DOES NOT
WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR
REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR
ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHERMORE,
CLOUDFLARE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE SOFTWARE
OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY,
OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CLOUDFLARE SHALL
CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
3. CONFIDENTIALITY
It may be necessary during the set up and performance of the Solution for the
parties to exchange Confidential Information. "Confidential Information" means
any information whether oral, or written, of a private, secret, proprietary or
confidential nature, concerning either party or its business operations,
including without limitation: (a) your data and (b) CloudFlare's access control
systems, specialized network equipment and techniques related to the Solution,
use policies, which include trade secrets of CloudFlare and its licensors. Each
party agrees to use the same degree of care to protect the confidentiality of
the Confidential Information of the other party and to prevent its unauthorized
use or dissemination as it uses to protect its own Confidential Information of a
similar nature, but in no event shall exercise less than due diligence and
reasonable care. Each party agrees to use the Confidential Information of the
other party only for purposes related to the performance of this Agreement. All
Confidential Information remains the property of the party disclosing the
information and no license or other rights to Confidential Information is
granted or implied hereby.
4. TERM AND TERMINATION
4.1 Term. This Agreement shall be effective upon download or install of the
Software.
4.2 Termination. This Agreement may be terminated by CloudFlare or its
authorized representative by written notice to you if any of the following
events occur: (i) you fail to pay any amounts due for the Services and the
Solution when due and after written notice of such nonpayment has been given to
you; (ii) you are in material breach of any term, condition, or provision of
this Agreement or any other agreement executed by you with CloudFlare or its
authorized representative in connection with the provision of the Solution and
Services (a "Related Agreement"); or (iii) you terminate or suspend your
business, becomes subject to any bankruptcy or insolvency proceeding under
federal or state statutes, or become insolvent or subject to direct control by a
trustee, receiver or similar authority.
4.3 Effect of Termination. Upon the termination of this Agreement for any
reason: (1) all license rights granted hereunder shall terminate and (2) all
Confidential Information shall be returned to the disclosing party or destroyed.
5. MISCELLANEOUS
5.1 Assignment. You may not assign any of your rights or delegate any of
your obligations under this Agreement, whether by operation of law or otherwise,
without the prior express written consent of CloudFlare or its authorized
representative. Any such assignment without the prior express written consent
of CloudFlare or its authorized representative shall be void. Subject to the
foregoing, this Agreement will bind and inure to the benefit of the parties,
their respective successors and permitted assigns.
5.2 Waiver and Amendment. No modification, amendment or waiver of any
provision of this Agreement shall be effective unless in writing and signed by
the party to be charged. No failure or delay by either party in exercising any
right, power, or remedy under this Agreement, except as specifically provided
herein, shall operate as a waiver of any such right, power or remedy. Without
limiting the foregoing, terms and conditions on any purchase orders or similar
materials submitted by you to CloudFlare or its authorized representative shall
be of no force or effect.
5.3 Governing Law. This Agreement shall be governed by the laws of the State
of California, USA, excluding conflict of laws and provisions, and excluding the
United Nations Convention on Contracts for the International Sale of Goods.
5.4 Notices. All notices, demands or consents required or permitted under
this Agreement shall be in writing. Notice shall be sent to you at the e-mail
address provided by you to CloudFlare or its authorized representative in
connection with the Solution.
5.5 Independent Contractors. The parties are independent contractors.
Neither party shall be deemed to be an employee, agent, partner or legal
representative of the other for any purpose and neither shall have any right,
power or authority to create any obligation or responsibility on behalf of the
other.
5.6 Severability. If any provision of this Agreement is held by a court of
competent jurisdiction to be contrary to law, such provision shall be changed
and interpreted so as to best accomplish the objectives of the original
provision to the fullest extent allowed by law and the remaining provisions of
this Agreement shall remain in full force and effect.
5.7 Force Majeure. CloudFlare shall not be liable to the other party for any
failure or delay in performance caused by reasons beyond its reasonable control.
5.8 Complete Understanding. This Agreement and the Related Agreement
constitute the final, complete and exclusive agreement between the parties with
respect to the subject matter hereof, and supersedes all previous written and
oral agreements and communications related to the subject matter of this
Agreement. To the extent this Agreement and the Related Agreement conflict,
this Agreement shall control.