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1 | | -Source code in this repository is covered by one of two licenses: (i) the |
2 | | -GNU General Public License (GPL) v3.0 (ii) the Bitwarden License v1.0. The |
3 | | -default license throughout the repository is GPL v3.0 unless the header |
4 | | -specifies another license. Bitwarden Licensed code is found only in the |
5 | | -/bitwarden_license directory. |
6 | | - |
7 | | -GPL v3.0: |
8 | | -https://github.com/bitwarden/server/blob/main/LICENSE_GPL.txt |
9 | | - |
10 | | -Bitwarden License v1.0: |
11 | | -https://github.com/bitwarden/server/blob/main/LICENSE_BITWARDEN.txt |
12 | | - |
13 | | -No grant of any rights in the trademarks, service marks, or logos of Bitwarden is |
14 | | -made (except as may be necessary to comply with the notice requirements as |
15 | | -applicable), and use of any Bitwarden trademarks must comply with Bitwarden |
16 | | -Trademark Guidelines |
| 1 | +BITWARDEN LICENSE AGREEMENT |
| 2 | +Version 1, 4 September 2020 |
| 3 | + |
| 4 | +PLEASE CAREFULLY READ THIS BITWARDEN LICENSE AGREEMENT ("AGREEMENT"). THIS |
| 5 | +AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU AND BITWARDEN, |
| 6 | +INC. ("BITWARDEN") AND GOVERNS YOUR USE OF THE COMMERCIAL MODULES (DEFINED |
| 7 | +BELOW). BY COPYING OR USING THE COMMERCIAL MODULES, YOU AGREE TO THIS AGREEMENT. |
| 8 | +IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MAY NOT COPY OR USE THE COMMERCIAL |
| 9 | +MODULES. IF YOU ARE COPYING OR USING THE COMMERCIAL MODULES ON BEHALF OF A LEGAL |
| 10 | +ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO AGREE TO THIS |
| 11 | +AGREEMENT ON BEHALF OF SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, DO NOT |
| 12 | +COPY OR USE THE COMMERCIAL MODULES IN ANY MANNER. |
| 13 | + |
| 14 | +This Agreement is entered into by and between Bitwarden and you, or the legal |
| 15 | +entity on behalf of whom you are acting (as applicable, "You" or "Your"). |
| 16 | + |
| 17 | +1. DEFINITIONS |
| 18 | + |
| 19 | +"Bitwarden Software" means the Bitwarden client software, libraries, and |
| 20 | +Commercial Modules. |
| 21 | + |
| 22 | +"Commercial Modules" means the modules designed to work with and enhance the |
| 23 | +Bitwarden Software to which this Agreement is linked, referenced, or appended. |
| 24 | + |
| 25 | +2. LICENSES, RESTRICTIONS AND THIRD PARTY CODE |
| 26 | + |
| 27 | +2.1 Commercial Module License. Subject to Your compliance with this Agreement, |
| 28 | +Bitwarden hereby grants to You a limited, non-exclusive, non-transferable, |
| 29 | +royalty-free license to use the Commercial Modules for the sole purposes of |
| 30 | +internal development and internal testing, and only in a non-production |
| 31 | +environment. |
| 32 | + |
| 33 | +2.2 Reservation of Rights. As between Bitwarden and You, Bitwarden owns all |
| 34 | +right, title and interest in and to the Bitwarden Software, and except as |
| 35 | +expressly set forth in Sections 2.1, no other license to the Bitwarden Software |
| 36 | +is granted to You under this Agreement, by implication, estoppel, or otherwise. |
| 37 | + |
| 38 | +2.3 Restrictions. You agree not to: (i) except as expressly permitted in |
| 39 | +Section 2.1, sell, rent, lease, distribute, sublicense, loan or otherwise |
| 40 | +transfer the Commercial Modules to any third party; (ii) alter or remove any |
| 41 | +trademarks, service mark, and logo included with the Commercial Modules, or |
| 42 | +(iii) use the Commercial Modules to create a competing product or service. |
| 43 | +Bitwarden is not obligated to provide maintenance and support services for the |
| 44 | +Bitwarden Software licensed under this Agreement. |
| 45 | + |
| 46 | +2.4 Third Party Software. The Commercial Modules may contain or be provided |
| 47 | +with third party open source libraries, components, utilities and other open |
| 48 | +source software (collectively, "Open Source Software"). Notwithstanding anything |
| 49 | +to the contrary herein, use of the Open Source Software will be subject to the |
| 50 | +license terms and conditions applicable to such Open Source Software. To the |
| 51 | +extent any condition of this Agreement conflicts with any license to the Open |
| 52 | +Source Software, the Open Source Software license will govern with respect to |
| 53 | +such Open Source Software only. |
| 54 | + |
| 55 | +2.5 This Agreement does not grant any rights in the trademarks, service marks, or |
| 56 | +logos of any Contributor (except as may be necessary to comply with the notice |
| 57 | +requirements in Section 2.3), and use of any Bitwarden trademarks must comply with |
| 58 | +Bitwarden Trademark Guidelines |
17 | 59 | <https://github.com/bitwarden/server/blob/main/TRADEMARK_GUIDELINES.md>. |
| 60 | + |
| 61 | +3. TERMINATION |
| 62 | + |
| 63 | +3.1 Termination. This Agreement will automatically terminate upon notice from |
| 64 | +Bitwarden, which notice may be by email or posting in the location where the |
| 65 | +Commercial Modules are made available. |
| 66 | + |
| 67 | +3.2 Effect of Termination. Upon any termination of this Agreement, for any |
| 68 | +reason, You will promptly cease use of the Commercial Modules and destroy any |
| 69 | +copies thereof. For the avoidance of doubt, termination of this Agreement will |
| 70 | +not affect Your right to Bitwarden Software, other than the Commercial Modules, |
| 71 | +made available pursuant to an Open Source Software license. |
| 72 | + |
| 73 | +3.3 Survival. Sections 1, 2.2 -2.4, 3.2, 3.3, 4, and 5 will survive any |
| 74 | +termination of this Agreement. |
| 75 | + |
| 76 | +4. DISCLAIMER AND LIMITATION OF LIABILITY |
| 77 | + |
| 78 | +4.1 Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE |
| 79 | +LAW, THE BITWARDEN SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, |
| 80 | +EXPRESS OR IMPLIED REGARDING OR RELATING TO THE BITWARDEN SOFTWARE, INCLUDING |
| 81 | +ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, |
| 82 | +TITLE, AND NON-INFRINGEMENT. FURTHER, BITWARDEN DOES NOT WARRANT RESULTS OF USE |
| 83 | +OR THAT THE BITWARDEN SOFTWARE WILL BE ERROR FREE OR THAT THE USE OF THE |
| 84 | +BITWARDEN SOFTWARE WILL BE UNINTERRUPTED. |
| 85 | + |
| 86 | +4.2 Limitation of Liability. IN NO EVENT WILL BITWARDEN OR ITS LICENSORS BE |
| 87 | +LIABLE TO YOU OR ANY THIRD PARTY UNDER THIS AGREEMENT FOR (I) ANY AMOUNTS IN |
| 88 | +EXCESS OF US $25 OR (II) FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF |
| 89 | +ANY KIND, INCLUDING FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, |
| 90 | +LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, WHETHER ALLEGED AS A BREACH |
| 91 | +OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF BITWARDEN HAS |
| 92 | +BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. |
| 93 | + |
| 94 | +5. MISCELLANEOUS |
| 95 | + |
| 96 | +5.1 Assignment. You may not assign or otherwise transfer this Agreement or any |
| 97 | +rights or obligations hereunder, in whole or in part, whether by operation of |
| 98 | +law or otherwise, to any third party without Bitwarden's prior written consent. |
| 99 | +Any purported transfer, assignment or delegation without such prior written |
| 100 | +consent will be null and void and of no force or effect. Bitwarden may assign |
| 101 | +this Agreement to any successor to its business or assets to which this |
| 102 | +Agreement relates, whether by merger, sale of assets, sale of stock, |
| 103 | +reorganization or otherwise. Subject to this Section 5.1, this Agreement will be |
| 104 | +binding upon and inure to the benefit of the parties hereto, and their |
| 105 | +respective successors and permitted assigns. |
| 106 | + |
| 107 | +5.2 Entire Agreement; Modification; Waiver. This Agreement represents the |
| 108 | +entire agreement between the parties, and supersedes all prior agreements and |
| 109 | +understandings, written or oral, with respect to the matters covered by this |
| 110 | +Agreement, and is not intended to confer upon any third party any rights or |
| 111 | +remedies hereunder. You acknowledge that You have not entered in this Agreement |
| 112 | +based on any representations other than those contained herein. No modification |
| 113 | +of or amendment to this Agreement, nor any waiver of any rights under this |
| 114 | +Agreement, will be effective unless in writing and signed by both parties. The |
| 115 | +waiver of one breach or default or any delay in exercising any rights will not |
| 116 | +constitute a waiver of any subsequent breach or default. |
| 117 | + |
| 118 | +5.3 Governing Law. This Agreement will in all respects be governed by the laws |
| 119 | +of the State of California without reference to its principles of conflicts of |
| 120 | +laws. The parties hereby agree that all disputes arising out of this Agreement |
| 121 | +will be subject to the exclusive jurisdiction of and venue in the federal and |
| 122 | +state courts within Los Angeles County, California. You hereby consent to the |
| 123 | +personal and exclusive jurisdiction and venue of these courts. The parties |
| 124 | +hereby disclaim and exclude the application hereto of the United Nations |
| 125 | +Convention on Contracts for the International Sale of Goods. |
| 126 | + |
| 127 | +5.4 Severability. If any provision of this Agreement is held invalid or |
| 128 | +unenforceable under applicable law by a court of competent jurisdiction, it will |
| 129 | +be replaced with the valid provision that most closely reflects the intent of |
| 130 | +the parties and the remaining provisions of the Agreement will remain in full |
| 131 | +force and effect. |
| 132 | + |
| 133 | +5.5 Relationship of the Parties. Nothing in this Agreement is to be construed |
| 134 | +as creating an agency, partnership, or joint venture relationship between the |
| 135 | +parties hereto. Neither party will have any right or authority to assume or |
| 136 | +create any obligations or to make any representations or warranties on behalf of |
| 137 | +any other party, whether express or implied, or to bind the other party in any |
| 138 | +respect whatsoever. |
| 139 | + |
| 140 | +5.6 Notices. All notices permitted or required under this Agreement will be in |
| 141 | +writing and will be deemed to have been given when delivered in person |
| 142 | +(including by overnight courier), or three (3) business days after being mailed |
| 143 | +by first class, registered or certified mail, postage prepaid, to the address of |
| 144 | +the party specified in this Agreement or such other address as either party may |
| 145 | +specify in writing. |
| 146 | + |
| 147 | +5.7 U.S. Government Restricted Rights. If Commercial Modules is being licensed |
| 148 | +by the U.S. Government, the Commercial Modules is deemed to be "commercial |
| 149 | +computer software" and "commercial computer documentation" developed exclusively |
| 150 | +at private expense, and (a) if acquired by or on behalf of a civilian agency, |
| 151 | +will be subject solely to the terms of this computer software license as |
| 152 | +specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its |
| 153 | +successors; and (b) if acquired by or on behalf of units of the Department of |
| 154 | +Defense ("DOD") will be subject to the terms of this commercial computer |
| 155 | +software license as specified in 48 C.F.R. 227.7202-2, DOD FAR Supplement and |
| 156 | +its successors. |
| 157 | + |
| 158 | +5.8 Injunctive Relief. A breach or threatened breach by You of Section 2 may |
| 159 | +cause irreparable harm for which damages at law may not provide adequate relief, |
| 160 | +and therefore Bitwarden will be entitled to seek injunctive relief in any |
| 161 | +applicable jurisdiction without being required to post a bond. |
| 162 | + |
| 163 | +5.9 Export Law Assurances. You understand that the Commercial Modules is |
| 164 | +subject to export control laws and regulations. You may not download or |
| 165 | +otherwise export or re-export the Commercial Modules or any underlying |
| 166 | +information or technology except in full compliance with all applicable laws and |
| 167 | +regulations, in particular, but without limitation, United States export control |
| 168 | +laws. None of the Commercial Modules or any underlying information or technology |
| 169 | +may be downloaded or otherwise exported or re- exported: (a) into (or to a |
| 170 | +national or resident of) any country to which the United States has embargoed |
| 171 | +goods; or (b) to anyone on the U.S. Treasury Department's list of specially |
| 172 | +designated nationals or the U.S. Commerce Department's list of prohibited |
| 173 | +countries or debarred or denied persons or entities. You hereby agree to the |
| 174 | +foregoing and represents and warrants that You are not located in, under control |
| 175 | +of, or a national or resident of any such country or on any such list. |
| 176 | + |
| 177 | +5.10 Construction. The titles and section headings used in this Agreement are |
| 178 | +for ease of reference only and will not be used in the interpretation or |
| 179 | +construction of this Agreement. No rule of construction resolving any ambiguity |
| 180 | +in favor of the non-drafting party will be applied hereto. The word "including", |
| 181 | +when used herein, is illustrative rather than exclusive and means "including, |
| 182 | +without limitation." |
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