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OEM Subscription Agreement for RavenDB Software (the “Agreement”)
THIS AGREEMENT IS A BINDING LEGAL AGREEMENT. PLEASE CAREFULLY READ THE FOLLOWING SUBSCRIPTION AGREEMENT BEFORE INSTALLING THIS SOFTWARE. BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
The RavenDB software, and any files that are delivered to you by Hibernating Rhinos Ltd (via on-line transmission or otherwise) to “patch,” update, or otherwise modify the Software, as well as any printed materials and any on-line or electronic documentation (the “Manual”), and any and all copies and derivative works of such software program and materials (collectively the “Software”) are the copyrighted work of Hibernating Rhinos Ltd, or its suppliers and licensors (collectively referred to herein as “Licensor”). All use of the Software is governed by the terms of this Agreement. Any use, reproduction or redistribution of the Software not expressly authorized by the terms of the Agreement is expressly prohibited.
1. License/Subscription
Subject to the terms and conditions of this Agreement, Licensor allows you to use the provided client library under the MIT open source license solely in order to communicate with the RavenDB application and allows you to use all other RavenDB server software publicly available on the RavenDB website under the terms of the AGPLv3 license, a copy of which is available at https://www.gnu.org/licenses/agpl-3.0.en.html.
Notwithstanding the above, upon your receipt of a product license key for the RavenDB software as a result of your subscription through the RavenDB website then, during the term that such product license key is effective, your use of the Software shall no longer be governed by the AGPLv3 but shall instead be governed by the terms of this Agreement, and the specific rights and scope of the license received will be determined based upon which license you select to purchase from the Raven DB pricing page (the “Pricing Page”). Subject to this Agreement and your compliance with all terms and conditions herein, Licensor grant you the non-exclusive, non-transferable, non-sublicensable limited right to use the provided Software (and all updated releases during the Subscription Period) and modify non-compiled source files of the provided Software subject to the terms and conditions of this Agreement and any other restrictions and obligations set forth on the Pricing Page, for the subscription period specified under the Pricing Page (“Subscription Period”). The Pricing Page will include details relating to your Subscription including the charge method whether based on number of instances or a global license subscription. Upon the lapse of any Subscription Period, a new Subscription Period for additional successive periods of 12 months each shall take place automatically and without any further action unless you opt-out of any new Subscription Period. For the sake of clarity prices for any additional Subscription Period may be changed in accordance with the then price list of Licensor.
This license also allows you, during the Subscription Period, to provide services or solutions to third parties clients (“Customers”) using the Software for one (1) application operated by you, provided that such Customers shall not, at any time, access the Software directly, without prior written consent of the Licensor and for as long as any such usage is subject to all terms and conditions hereof. All such Customers shall have written agreements with you containing terms sufficient to ensure that all use of the Software by Customers is in compliance with the terms of this Agreement. Licensor shall be a third party beneficiary of all such written agreements with Customers. Customers are not permitted to authorize any access or rights, including redistribution or sublicense, pertaining to any part of the Software.
2. Ownership
A. All title, ownership rights and intellectual property rights in and to the Software and all copies thereof (including, but not limited to, any titles, computer code, artwork, any related documentation, executable code, shared libraries, proprietary computer protocols and “applets” incorporated into the Software) are owned or expressly licensed by Licensor. The Software is protected by the copyright laws of Israel, international copyright treaties and conventions, and other laws. The Software may contain certain licensed materials, and the licensors of those materials may enforce their rights in the event of any violation of this Agreement.
B. Each license purchased for this Software allows use of the Software for your and your Customers internal commercial purposes in accordance with the purchased number of hardware processing “cores” as indicated on the Pricing Page. The Software may not execute on any cores exceeding the number of permitted cores.
3. Your Responsibilities
You shall not sublicense or distribute the Software licensed under this Agreement and shall not provide any license keys to any third party, except to Customers. Subject to the grant of license in this Agreement, neither you nor your Customers may, in whole or in part, copy, photocopy, reproduce, translate, reverse engineer, derive source code, modify, disassemble, decompile, or create derivative works based on the Software, or remove any proprietary notices or labels on the Software, with the exception of the non-compiled source files provided with the Software, including but not limited to template files and script files, which may be modified for your own use. Failure to comply with the restrictions and limitations contained in this Section 2 shall result in immediate, automatic termination of the Agreement, including the license granted hereunder, and may subject you to civil and/or criminal liability.
Either you or your Customer, as you may determine in your discretion, are responsible for all hosting and operation of the Software. Licensor may also provide a subdomain for use with the Software, but such Licensor-provided subdomains are not required for the use of the Software. You and your Customers should use the subdomain only to host nodes or servers of RavenDB and not any other servers or services. You are solely responsible for the subdomain, all content that you or your Customers may make available under the subdomain, and all security of the subdomain, and shall indemnify and hold Licensor harmless for any claims against Licensor or damages incurred by Licensor in respect of any of the foregoing. You and your Customers may use the subdomain only in compliance with applicable law. You and your Customers shall not host any subdomain that (a) infringes third party intellectual property rights, (b) violates applicable law, (c) promotes any criminal actions or (d) contains any hateful, racist, obscene or otherwise offensive content. Licensor may delete all such subdomains without notice if Licensor in its reasonable commercial judgment believes that the subdomain is being used in breach of this Agreement or applicable law. Licensor may in addition delete any subdomains that are unused for a period of more than six months. The Software and subdomains are not designed or certified for use for the operation of, weapons, weapons systems, nuclear installations, means of mass transportation, aviation, life-support computers or equipment (including resuscitation equipment and surgical implants), pollution control, hazardous substances management, or for any other application in which the failure of the any product, service or system could create a situation where personal injury or death may occur. Licensor has no liability for any damages resulting from the use of the Software or subdomains in any of the foregoing.
4. Payments
You shall make payments as you have agreed on Pricing Page according the type of subscription elected by you. All payments shall be made without withholding or deduction, except as required by law. If you are required by law to withhold or deduct any amount from amounts due hereunder, you shall make payment of such additional amounts as are required to ensure that Licensor receives the full amount due hereunder as if no such withholding or deduction was made. Amounts set forth on the Pricing Page do not include applicable taxes or government charges except as may be expressly set forth therein. Late payments shall bear interest at the lower of either 1.5% per month or the highest rate permitted under applicable law. All payments must be made according to instructions provided by Licensor from time to time.
In the event your subscription license is based on instances the following terms shall apply:
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Reports and Payments
Within 15 days following the end of each calendar quarter, you shall deliver to Licensor a written report certified by your CFO or accountant, that lists, inter alia, the Customers’ identity, the number of the Software deployment , and number of instances use by each Customer during the applicable reporting quarter (if you don’t want to disclose your Customer you can list them by numbers but you must disclose all other above requested information). Licensor will review such reports and invoice you with an applicable invoice within 15 days. You shall pay each invoice within thirty (30) days as of the date of invoice.
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Audit Rights
During the Term and for at least two (2) years thereafter, you agree to permit Licensor, either itself or through an independent auditor to examine and audit any records relevant to the use of the Software, the services provided to Customers by means of the Software and any related records during reasonable business hours. If any such audit uncovers a deficiency in reporting or payment or breach of this Agreement, any underpayment shall be subject to interest at the lower of (a) a rate of one and a half percent (1.5%) per month or portion thereof or (b) the maximum interest rate permitted by applicable law. Furthermore, if any such audit uncovers a deficiency in reporting or payment by more than 5% of the total payments actually paid to Licensor by you according to this Agreement, you shall, in addition, bear the audit expenses.
5. Term and Termination
This Agreement commences on the date of subscription for the Software under the Pricing Page and continue for as long as you use the Software or otherwise provides services to Customers by means of the Software (the “Term“).
Notwithstanding the above and for the sake of clarity, payment for a Subscription Period allows you to use and provides services to Customers by means of the Software and any updates released during such Subscription Period; however in the event you cease to pay for any subsequent subscription period then you shall only be entitled to use and provides services by the last version for which you paid for, but you shall not use any new or updated version following the lapse of the Subscription Period (i.e. you can’t release new versions of your software/services with new/updated version of the Software, but maintenance/bug fixes releases for the last version you have will still be available).
You may terminate this Agreement at any time by (i) deleting all Software in the possession of you or your Customers; and (ii) notifying Licensor of your intention to terminate this License Agreement. Licensor may, terminate this Agreement immediately in the event that you fail to comply with the terms and conditions contained herein (including without limitation any required payment terms) and do not rectify such non-compliance within 30 days from being notified of such non-compliance. You are responsible for any breach of the requirements of this Agreement by Customers. This Agreement will terminate automatically if you fail to make payment of applicable amounts within 45 days of the due date, and renewal of this Agreement will be subject to renegotiation of applicable pricing terms. Upon termination of the Agreement for any reason, all licenses granted herein shall immediately terminate, provided that you may continue to use all Software under the terms of the MIT license (for client libraries) AGPLv3 (for server software) as set forth in the first paragraph of Section 1 of this Agreement , and all use of the Software following expiration or termination of this Agreement will be deemed to be under the foregoing terms of the MIT license (for client libraries) AGPLv3 for server software). No refunds will be provided upon termination of this Agreement for any reason.
6. Limitation of Liability
NEITHER LICENSOR NOR ITS PARENT, SUBSIDIARIES OR AFFILIATES SHALL BE LIABLE IN ANY WAY FOR LOSS OR DAMAGE OF ANY KIND RESULTING FROM THE USE OF THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF GOODWILL, INACCURATE DATA, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES. FURTHER, LICENSOR SHALL NOT BE LIABLE IN ANY WAY FOR THE LOSS OR DAMAGE TO PRODUCT DATA, LAYOUTS, TEMPLATES, ARTWORK, PRICING AND OTHER INFORMATION STORED BY THE SOFTWARE. LICENSOR SHALL NOT BE RESPONSIBLE FOR ANY INTERRUPTIONS OF SERVICE, INCLUDING, BUT NOT LIMITED TO, ISP DISRUPTIONS, SOFTWARE OR HARDWARE FAILURES OR ANY OTHER EVENT WHICH MAY RESULT IN A LOSS OF DATA OR DISRUPTION OF SERVICE. IN NO EVENT WILL LICENSOR BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES. The above disclaimers of liability shall apply to the extent permissible under applicable law. Licensor has no liability or responsibility for any version of the Software that you have modified.
7. Equitable Remedies
You hereby agree that Licensor would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that Licensor shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as Licensor may otherwise have available to it under applicable laws. In the event any litigation is brought by either party in connection with this Agreement, the prevailing party in such litigation shall be entitled to recover from the other party all the costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.
8. Support
This Agreement does not address support issues. Licensor provides support for customer who purchased the support options shown at: https://ravendb.net/support. Any support will be provided pursuant to the Support Policy which is incorporated by reference into this Agreement and which may be amended from time to time.
9. Changes to the Agreement
Hibernating Rhinos Ltd reserves the right, at its sole discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement when Hibernating Rhinos Ltd upgrades the Software, effective upon prior notice as follows: Hibernating Rhinos Ltd will post notification of any such changes to this Agreement on the HibernateRhinos.com website and will post the revised version of this Agreement in this location, and may provide such other notice as Hibernating Rhinos Ltd may elect in its sole discretion, which may include by email, postal mail or pop-up screen. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you may terminate this Agreement in accordance with Section 5 herein. Your installation and use of any updated or modifications to the Software following notice of changes to this Agreement as described above will mean you accept any and all such changes. Hibernating Rhinos Ltd may change, modify, suspend, or discontinue any aspect of the Software at any time. Hibernating Rhinos Ltd may also impose limits on certain features or restrict your access to parts or all of the Software without notice or liability. You have no interest, monetary or otherwise, in any feature or content contained in the Software.
10. Miscellaneous
This Agreement shall be deemed to have been made and executed in Israel without regard to conflicts of law provisions, and any dispute arising hereunder shall be resolved in accordance with the laws of the State of Israel in the competent courts of Tel Aviv, Israel. Notwithstanding the foregoing, Licensor may seek an injunction or other interim equitable relief in any court of competent jurisdiction. You agree that any claim asserted in any legal proceeding by one of the parties against the other shall be commenced and maintained in Israel, having subject matter jurisdiction with respect to the dispute between the parties. In the event that any provision of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible, and the remaining portions of this Agreement shall remain in full force and effect. This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements. Licensor may assign its rights hereunder to any third party upon notice to you. You may not assign all of your rights and obligations hereunder to any third party without Licensor’s prior written consent, except that such consent shall not be required for the assignment of all of your rights and obligations hereunder to a purchaser of all or substantially all of your assets or share capital, or which is otherwise a successor to your business, provided that a senior officer of the successor entity provides Licensor with notice of the assignment, appropriate billing information, and a written commitment to satisfy all obligations hereunder including all payment obligations. Assignments in violation of the foregoing shall be void.
RIGHT OF PUBLICITY. Licensee expressly and irrevocably grants and permits the Licensor with the right to use its business name, logo and trademarks for display and show by Licensor on HR’s webpages or in any other medium. Licensee further agrees to allow Licensor to use its name, logo and URL on other advertisements, promotional materials and related collateral (“Marketing Uses”), including without limitation, for the purpose of demonstrating the usage of the Software by Licensee on its systems.
11. U.S. Government Restricted Rights
If the Software is acquired by or on behalf of any Executive Agency (other than an agency within the Department of Defense (DoD), the Government acquires, in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software), only those rights in technical data and software customarily provided to the public as set forth in this Agreement. If acquired by or on behalf of any Executive Agency within the DoD, the Government acquires, in accordance with DFARS 227.7202-3 (Rights in commercial computer software or commercial computer software documentation), only those rights in technical data and software customarily provided in this Agreement. In addition, DFARS 252.227-7015 (Technical Data – Commercial Items) applies to technical data acquired by DoD agencies. Any Federal Legislative or Judicial Agency will obtain only those rights in technical data and software customarily provided to the public as defined in this Agreement.
Updated June 10, 2024
