ALGOLIA LICENSE AGREEMENT FOR COMMERCIAL USE
THIS DOCUMENT IS A LEGAL AGREEMENT (the “License Agreement”) BETWEEN Algolia SAS. (“We,” “Us”, “ALGOLIA”) AND YOU OR THE ORGANIZATION ON WHOSE BEHALF YOU ARE UNDERTAKING THE LICENSE DESCRIBED BELOW (“You”) IN RELATION TO THE ALGOLIA SOFTWARE (THE “Software”), AND ALL RELATED MATERIALS. BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU ACCEPT TO BE BOUNDED BY THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS LICENSE AGREEMENT, DO NOT PROCEED WITH THE DOWNLOADING, COPYING, INSTALLING OR ANY OTHER USE OF THE SOFTWARE OR ANY PORTION THEREOF. THE SOFTWARE IS COPYRIGHTED AND PROTECTED BY INTERNATIONAL COPYRIGHT LAWS, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. THE SOFTWARE IS LICENSED, NOT SOLD.
YOU EXPRESSLY DECLARE THAT YOU ARE A PROFESSIONAL AND THAT YOU ARE SUBSCRIBING THIS LICENSE AGREEMENT AS SUCH OR FOR A PROFESSIONAL USE.
THIS LICENSE AGREEMENT DESCRIBES YOUR RIGHTS WITH RESPECT TO THE SOFTWARE AND ITS COMPONENTS.
1. OWNERSHIP, LICENSE GRANT
This is a license agreement and not an agreement for sale. We reserve ownership of all intellectual property rights inherent in or relating to the Software or part of it, which include, but are not limited to, all copyright, patent rights, all rights in relation to registered and unregistered trademarks (including service marks), confidential information (including trade secrets and know-how) and all rights other than those expressly granted by this License Agreement.
Subject to the payment of the fee required and subject to the terms and conditions of this License Agreement, We grant to You a perpetual, revocable, non-transferable and non-exclusive license (i) for Designated Product(s) (as defined below) within Your organization to install and use the Software on any workstations used exclusively for such Designated Product and (ii) for You to install and use the Software in connection with one mobile application on one platform on unlimited mobile devices using this platform, solely in connection with distribution of the Software in accordance with sections 2 and 3 below. This license is not sublicensable except as explicitly set forth herein. “Designated Products(s)” shall mean a mobile application for iOS, a mobile application for Android or a mobile application for Windows Phone for which You have purchased a license to use the Software. This license cannot be used in other contexts such as platforms, OS, development frameworks and libraries.
2. DISTRIBUTION
You may distribute the Software in one mobile application on one platform (Your “Application”) for which You have purchased a license, provided that such distribution does not violate the restrictions set forth in section 3 of this License Agreement. You must not remove, obscure or interfere with any copyright, acknowledgment, attribution, trademark, warning or disclaimer statement affixed to, incorporated in or otherwise applied in connection with the Software.
You are strictly forbidden to display, distribute, resell, rent, loan or make available the Software to any third party and are expressly required to ensure that the Software is not reused by or with any application or software other than the one with which You distribute it as permitted herein. For example, you cannot expose a service to other applications that uses the Software.
You will not owe Us any royalties for Your distribution of the Software in accordance with this License Agreement.
3. PROHIBITED USES
You may not, without Our prior written consent, redistribute the Software unless the Software or a portion thereof is included within Your own product or software, which (i) must have substantially different functionality than the Software and (ii) must not allow any third party to use the Software, or any portions thereof, for software development or application development purposes. You are explicitly not allowed to redistribute the Software as part of any product that can be described as a development toolkit or library, an application builder, a website builder or any product that is intended for use by software, application, or website developers or designers. You are not allowed to redistribute any part of the Software documentation. You may not change or remove the copyright notice from any of the files included in the Software.
UNDER NO CIRCUMSTANCES MAY YOU USE THE SOFTWARE FOR A PRODUCT THAT IS INTENDED FOR SOFTWARE OR APPLICATION DEVELOPMENT PURPOSES.
4. TERMINATION
This License Agreement and Your right to use the Software will terminate immediately without notice if You fail to comply with any provision of the terms and conditions of this License Agreement. Upon termination, You agree to immediately (i) cease using and destroy the Software, including all accompanying documents, and (ii) cease distributing Your own product or software that includes the Software. The provisions of sections 3, 4, 5, 6, 7, 8, 9, 11 and 12 will survive any termination of this License Agreement.
5. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE. WE DO NOT GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU ACKNOWLEDGE THAT IT IS NOT TECHNICALLY PRACTICABLE FOR US TO DO SO.
6. LIMITATION OF LIABILITIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EITHER FORESEEABLE OR NOT, WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS LICENSE AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, OUR ENTIRE LIABILITY UNDER ANY PROVISION OF THIS LICENSE AGREEMENT IS SUBJECT THAT THE SOFTWARE HAS NOT BEEN MODIFIED OR ALTERED AND SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE.
UNDER NO CIRCUMSTANCES SHALL WE BE HELD LIABLE TOWARDS THE USER OR PURCHASER OF YOUR OWN PRODUCT OR SOFTWARE INCLUDING OUR SOFTWARE.
7. VERIFICATION
We or a certified auditor acting on Our behalf, may, upon its reasonable request and at its expense, audit You with respect to the use of the Software. Such audit may be conducted by mail, electronic means or through an in-person visit to Your place of business. Any such in-person audit shall be conducted during regular business days and hours at Your facilities and shall not unreasonably interfere with Your business activities. We shall not remove, copy, or redistribute any electronic material during the course of an audit. If an audit reveals that You are using the Software in a way that is in material violation of any provision of the terms and conditions of the License Agreement, then You shall pay Our reasonable costs of conducting the audit. In the case of a material violation, You agree to pay Us any amounts owing that are attributable to the unauthorized use. In the alternative, We reserve the right, at Our sole option, to terminate the licenses for the Software.
8. PAYMENT AND TAXES
All payments under this License Agreement are due on the day of purchase of the Software License. All amounts payable are gross amounts but exclusive of any value added tax, use tax, sales tax or similar tax. You shall be entitled to withhold from payments any applicable withholding taxes and comply with all applicable tax and employment legislation. Each party shall pay all taxes (including, but not limited to, taxes based upon its income) or levies imposed on it under applicable laws, regulations and tax treaties as a result of this Agreement and any payments made hereunder (including those required to be withheld or deducted from payments). Each party shall furnish evidence of such paid taxes as is sufficient to enable the other party to obtain any credits available to it, including original withholding tax certificates.
9. SUPPORT AND UPDATES
You are not entitled to any support for the Software under this License Agreement. All support must be purchased separately and will be subject to the terms and conditions contained in the Algolia support agreement. You are entitled to receive bug fix and minor updates to the software (i.e. versions identified as follows X.Y, X.Y+1). You are not entitled to receive major version updates (i.e. X.Y, X+1.Y) unless purchased independently of this license.
10. ASSIGNMENT
You shall not transfer, sublicense, delegate or assign this License Agreement or any right hereunder, either in whole or in part, to any third party of the License Agreement. No right under this Agreement may be claimed by a third party and any assignment or other transfer not complying with the above provision shall be null and void. However, the above provision shall not be an obstacle for You to include the Software in your own Application and to assign your license or rights on your own Application.
This License Agreement will inure to the benefit of Our successors and assigns.
11. MISCELLANEOUS
The license granted herein applies only to the version of the Software available when purchased in connection with the terms of this License Agreement. Any previous or subsequent license granted to You for use of a previous or subsequent version of the Software shall be governed by the terms and conditions of the agreement entered in connection with purchase of that version of the Software. You agree that You will comply with all applicable laws and regulations with respect to the Software, including without limitation all export and re-export control laws and regulations.
While distributing the Software with respect to article 2 above, You may choose to offer acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this License Agreement. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on our behalf. You agree to indemnify, defend, and hold Us harmless from and against any liability incurred by, or claims asserted against, Us (i) by reason of Your accepting any such support, warranty, indemnity or additional liability; or (ii) arising out of the use, reproduction or distribution of Your product or software, except to the extent such claim is solely based on the inclusion of the Software therein.
You agree to be identified as a client of ours and You agree that We may refer to You by name, trade name and trademark, if applicable, and may briefly describe Your business in our marketing materials and website.
You acknowledge that this License Agreement is complete and is the exclusive representation of our agreement. No oral or written information given by Us or on our behalf shall create a warranty or collateral contract, or in any way increase the scope of this License Agreement in any way, and You may not rely on any such oral or written information. No term or condition contained in any purchase order shall apply unless expressly accepted by Us in writing.
There are no implied licenses or other implied rights granted under this License Agreement, and all rights, save for those expressly granted hereunder, shall remain with Us and our licensors. In addition, no licenses or immunities are granted to the combination of the Software, as applicable, with any other software or hardware not delivered by Us to You under this License Agreement.
If any provision in this License Agreement shall be determined to be invalid or null, such provision shall be deemed omitted; the remainder of this License Agreement shall continue in full force and effect. If any remedy provided is determined to have failed for its essential purpose, all limitations of liability and exclusions of damages set forth in this License Agreement shall remain in effect.
This License Agreement may be modified only by a written instrument signed by an authorized representative of each party.
12. BRANDING
You shall include the mention “Powered by Algolia”, or the equivalent in other languages (for example “Rechercher via Algolia” in French), in the search bar of your application or in the results page. You shall also add a notation in App Description on Store denoted "Search Powered by Algolia".
13. LAW AND JURISDICTION
The Agreement shall be governed by French law.
The Agreement shall be governed by French law. Any dispute arising out of the formation, interpretation, performance or termination of the License Agreement is subjected to the mediation of the Paris Mediation and Arbitral Center (CMAP). If no agreement is reached within the mediation process, You and Us will recover our freedom of action provided that any dispute shall be brought before the competent Tribunal located within the jurisdiction of the Paris Court of Appeal.