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.
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.
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.
5.1 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.