Sitecore Materials Limited License Agreement

Sitecore Materials Limited License Agreement

LICENSEE’S USE OF THE SITECORE MATERIAL IS SUBJECT TO LICENSEE’S FULL ACCEPTANCE OF THE TERMS, CONDITIONS, DISCLAIMERS AND LICENSE RESTRICTIONS SET FORTH IN THIS AGREEMENT.

1. License Grant:  Sitecore Corporation A/S (“Sitecore”) grants Licensee a non-exclusive, non-transferable, non-assignable, non-sub-licensable license, to use the Sitecore Material in compliance with all applicable laws, in object code form only, exclusively for its own use, subject to the terms and conditions set forth in this License Agreement.  “Sitecore Material” means the Sitecore-created module and/or software that is being made available for download and licensed under this Agreement.

1.1 Intellectual Property Rights: Ownership of the Sitecore Material and all worldwide rights, title and interest in and to the Intellectual Property associated with the Sitecore Material shall remain solely and exclusively with Sitecore. Licensee shall retain intact all applicable Sitecore copyright, patent and/or trademark notices on and in all copies of the Sitecore Material. All rights, title, and interest in Sitecore Material not expressly granted to Licensee in this Agreement are reserved by Sitecore.  “Intellectual Property” as used in this Agreement means any and all patents, copyrights, trademarks, service marks and trade names (registered and unregistered), trade secrets, know-how, inventions, licenses and all other  proprietary rights throughout the world related to the authorship, origin, design, utility, process, manufacture, programming, functionality and operation of Sitecore Material.

1.2 Restrictions on Use: Except as expressly authorized by Sitecore in writing, Licensee shall not (a) copy, in whole or in part, the Sitecore Material or documentation; (b) modify, disassemble, decompress, reverse compile, reverse assemble, reverse engineer, or translate any portion of the Sitecore Material; (c) rent, lease, lend, distribute, sell, assign or otherwise transfer the Sitecore Material; or (d) create derivative works of the Sitecore Materials. In the event any such derivative works are created, Sitecore shall own all right, title, and interest in and to such derivative works.  If, under the operation of local law or otherwise, Licensee or such third party comes to have any rights associated with such derivative works, Licensee hereby and shall automatically assign such rights to Sitecore for no additional consideration.

2.    DISCLAIMER OF WARRANTIES:  THE SITECORE MATERIALS AND THE ASSOCIATED DOCUMENTATION ARE SUPPLIED TO LICENSEE "AS IS.”  SITECORE MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE SITECORE MATERIALS OR THE ASSOCIATED DOCUMENTATION, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.