Subscription agreement

Redocly LLC

Subscription Agreement

REDOCLY PROVIDES ITS PRODUCTS AND SERVICES, INCLUDING REDOC AND REDOC PRO, SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. BY EITHER CLICKING THE “ACCEPT” BUTTON OR USING THE PRODUCTS AND SERVICES YOU ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, REDOCLY WILL NOT AND DOES NOT LICENSE THE PRODUCTS TO YOU AND YOU MUST NOT DOWNLOAD, INSTALL, OR USE THE PRODUCTS IN ANY MANNER.

1. Definitions

1.1. “Agreement” means this Subscription Agreement.

1.2. “Customer” means you, the person or entity that has requested use of the Product. Customer also includes any entity which controls, is controlled by, or is under common control with Customer. For the purposes of this definition, “control” means (i) the power, directly or indirectly, to direct or manage such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.

1.3. “Non-Commercial Client” means a Customer that is an educational institution, student, or individual that has requested access to the Products solely for non-commercial uses. Non-profit organizations and companies that are not primarily engaged in the fields of education or research may not qualify as Non-Commercial Clients unless their gross annual receipts from all sources are less than $100,000 USD.

1.4. “Enterprise Client” means a Customer that has either: (i) been in business for more than three (3) years; or (ii) has annual gross revenues in excess of $1,000,000 USD; or (iii) is a business, not-for-profit, trust, or other entity or organization that does not qualify as a Start-up Client or Non-Commercial Client.

1.5. “Product” and “Products” both mean the ReDoc and ReDoc Pro software and related services provided by Redocly, whether provided to Customer as download or on a Software as Service (“SaaS”) basis.

1.6. “Order Summary” specifies the subscription Term, Products provided to Customer, Subscription Fees, authorized number and/or types of Users, other qualifications for the subscription, and payment schedules.

1.7. “Start-up Client” means a Customer that has been in business for less than three (3) years and has gross annual revenues of less than $1,000,000 USD.

1.8. “Subscription Confirmation” means an email confirming Customer’s rights to access and use Products.

1.9. “Subscription Fees” means the amounts paid by Customer to license use of the Products pursuant to this Agreement, as set forth in the Subscription Confirmation and Order Summary.

1.10. “Term” means to the length of this Agreement, which shall be the length of time stated in the Product Description and Subscription Confirmation, or any subsequent Subscription Confirmations if Customer renews, modifies, or extends its subscription, unless this Agreement is terminated earlier pursuant to the provisions governing termination herein.

1.11. “User” means any employee, independent contractor or other personnel of Customer obtaining access to the Product(s) from Customer pursuant to this Agreement and in conformance with the Order Summary.

1.12. “User Account” means an account created at redoc.ly or redocly.com, having a unique name and password, and enabling User management and administration and/or access to Products in accordance with this Agreement.

2. License Grant and Scope

Subject to and conditioned upon Customer’s strict compliance with all terms and conditions set forth in this Agreement, and upon payment of the Subscription Fees as set forth in the Subscription Confirmation and Order Summary as either an Enterprise Client, Start-up Client, or Non-Commercial Client, Redocly hereby grants to Customer a personal, non-exclusive, non-transferable, non-sublicensable, limited license during the Term to use, the Software, solely as set forth in this Agreement. This license grants Customer the right, exercisable solely by itself and no one else. Every User, as that term is defined herein, granted access to the Product by Customer must create a User Account and agree to be bound by the terms of this Agreement.

2.1. Use Restrictions.

2.1.1. Customer may use one instance of the Software per individual User login identification and password;

2.1.2. Customer may not grant access to the Products to any person or entity who is not an authorized User, as defined in this Agreement;

2.1.3. Customer shall not modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Software or any part thereof, except that Customer may create extensions of the Software for Customer’s sole and exclusive use, which may not be resold or otherwise disseminated;

2.1.4. Customer may not combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;

2.1.5. Customer may not reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;

2.1.6. Customer may not remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Software, including any copy thereof;

2.1.7. Customer may not copy the Software, in whole or in part, except as required for ordinary use of the software pursuant to this Agreement;

2.1.8. Customer may not rent, lease, lend, sell, repackage, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or any features or functionality of the Software, to any third party for any reason, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud or other technology or service;

2.1.9. Customer may not use the Software in violation of any federal, state, or local law, regulation or rule;

2.1.10. Customer may not use the Software for purposes of competitive analysis of the Software, the development of a competing software product or service or any other purpose that is to the Redocly’s commercial disadvantage.

2.2. Exceptions to Use Restrictions. The parties may negotiate exceptions to the above Use Restrictions, provided that no exception will be deemed to have modified any Use Restriction unless such exception is set forth in a writing signed by an Operating Manager or other officer of Redocly.

3. Responsibility for Use of Software.

Customer is responsible and liable for all uses of the Software through access thereto provided by Customer, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Customer is responsible and liable for all actions and failures to take required actions with respect to the Software by itself or by any other person to whom Customer may provide access to or use of the Software, including Users, whether such access or use is permitted by or in violation of this Agreement.

4. Compliance Measures.

4.1. The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against use of the Software. Customer shall not, and shall not attempt to, remove, disable, circumvent or otherwise create or implement any workaround to, any such copy protection or security features.

4.2. On Redocly’s written request, Customer shall conduct a review of its use the Software and certify to Redocly in a written instrument that it is in full compliance with this Agreement.

5. Maintenance and Support.

Redocly will provide software maintenance and support services in accordance with its then standard support program, or as separately agreed-upon pursuant to a Service Level Agreement (“SLA”) with Customer. Maintenance and support services will include provision of such updates, upgrades, bug fixes, patches and other error corrections (collectively, “Updates”) as Redocly makes generally available to all Customers of the Products then entitled to maintenance and support services. Customer further agrees that all Updates will be deemed Products, all subject to all terms and conditions of this Agreement. Customer acknowledges that Redocly may provide some or all Updates via download from a website designated by Redocly and that Customer’s receipt thereof shall require an internet connection, which connection is Customer’s sole responsibility. Redocly has no obligation to provide Updates via any other media. Maintenance and support services do not include any new version or new release of the Products Redocly may issue as a separate or new product, and Redocly may determine whether any issuance qualifies as a new version, new release or Update in its sole discretion. Redocly has no obligation to provide maintenance and support services, including Updates and reserves the right to charge for such continued support and maintenance.

6. Intellectual Property Rights.

Customer acknowledges and agrees that the Products are provided under license, and not sold, to Customer. Customer does not acquire any ownership interest in the Products under this Agreement, or any other rights thereto other than to use the same in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Redocly reserves and shall retain its entire right, title, and interest in and to the Products and all intellectual property rights arising out of or relating to the Products, except as expressly granted to the Customer in this Agreement. Customer shall safeguard all Products (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access. Customer shall promptly notify Redocly if Customer becomes aware of any infringement of the Redocly’s intellectual property rights in the Products and fully cooperate with Redocly in any legal action taken by Redocly to enforce its intellectual property rights.

7. Payment.

All License fees and support fees, if any, are payable in advance to Redocly and are non-refundable. Any renewal of the license or maintenance and support services hereunder shall not be effective until the fees for such renewal have been paid in full.

8. Term and Termination.

8.1. This Agreement and the license granted hereunder shall remain in effect for the Term, as defined herein.

8.2. Customer may terminate this Agreement by ceasing to use and disabling all applications of the Software.

8.3. Redocly may terminate this Agreement, effective upon written notice to Customer, if Customer, breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after Redocly provides written notice thereof.

8.4. Redocly may terminate this Agreement, effective immediately, if Customer files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property.

9. Effect of Termination.

Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and Customer shall cease using and delete or disable all copies of the Products residing on computers or networks within its control. No expiration or termination prior to the anticipated Term shall entitle Customer to a refund of any fees paid pursuant to the Product Description and/or Subscription Confirmation, it being expressly understood that such fees are paid in advance for the anticipated Term, regardless of any early termination.

10. Limited Warranties, Exclusive Remedy, and Disclaimer.

Each party to this Agreement represents and warrants that that it has the full right power and authority to enter into this Agreement and that they will comply with all laws and regulations applicable to the delivery and use of the Software.

EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE THE PRODUCT IS PROVIDED TO CUSTOMER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, REDOCLY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE REDOCLYS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE REDOCLY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED PRODUCT WILL MEET THE CUSTOMER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER PRODUCT, SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

11. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

11.1. IN NO EVENT WILL REDOCLY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE REDOCLYS OR SERVICE PROVIDERS, BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE PRODUCT, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE REDOCLY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2. IN NO EVENT WILL REDOCLY’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE REDOCLYS’ AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE REDOCLY PURSUANT TO THIS AGREEMENT FOR THE SOFTWARE DURING THE MOST RECENT TWELVE (12) MONTH PERIOD.

11.3. THE LIMITATIONS SET FORTH ABOVE SHALL APPLY EVEN IF THE CUSTOMER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

12. Export Regulation.

The Software may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. The Customer shall not, directly or indirectly, export, re-export or release the Products to, or make the Products accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. The Customer shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Software available outside the U.S.

13. U.S. Government Rights.

The Products consist in part of commercial computer software, as such term is defined in 48 C.F.R. § 2.101. Accordingly, if the Customer is the U.S. Government or any contractor therefor, Customer shall receive only those rights with respect to the Products as are granted to all other end users under license, in accordance with: (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other U.S. Government Customers and their contractors.

14. Privacy.

Customer data and certain other information about Customer and Users are subject to Redocly’s Privacy Policy as set forth at redoc.ly/privacypolicy. Customer understands that through its use of the Products, it is consenting to the collection, use and disclosure of this information, only as permitted by the Redocly Privacy Policy, including the transfer of this information to and from the United States and/or other countries for storage, processing, and use by Redocly and its affiliates as necessary to provide the Services to Customer. All terms of the Redocly Privacy Policy and subsequent amendments thereto are hereby incorporated by reference. It shall be the responsibility of Customer to continually review updates to the Redocly Privacy Policy and continued use of the Products shall be deemed consent to any such updates.

15. Miscellaneous.

15.1. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Texas. Any legal suit, action or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in the City of Austin and County of Travis, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens. Service of process, summons, notice or other document by certified mail to such party’s address as set forth on any order form (or to such other address as may be designated by a party from time to time in accordance with this Agreement), shall be effective service of process for any suit, action or other proceeding brought in any such court.

15.2. Redocly shall not be in default hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations, or non-availability of electrical power, heat, light, air conditioning or Customer equipment, loss and destruction of property or any other circumstances or causes beyond Redocly’s reasonable control.

15.3. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on any order form (or to such other address as may be designated by a party from time to time in accordance with this Agreement).

15.4. This Agreement, together with any Subscription Confirmation, and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between Customer and Redocly with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

15.5. Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Redocly’s prior written consent, which consent Redocly may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation or reorganization involving Customer (regardless of whether Customer is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations or performance under this Agreement for which Redocly’s prior written consent is required. No delegation or other transfer will relieve Customer of any of its obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of this section is void. Redocly may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Customer’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

15.6. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

15.7. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

15.8. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

15.9. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The order form and all related documents referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

15.10. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.