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TERMS OF USE

Katalon LLC and/or its affiliates (“Katalon,“we” or “us”) makes available the Web site located at www.katalon.com (the “Site”) subject to the terms of use(“Terms of Use”) set forth below. Please review the following Terms of Use regarding your use of this Site.

We may update the Terms of Use from time to time. Please regularly check the Site for information about revisionsto the Terms of Use. By continuing to use the Site or provide us information through your use of the Site afterwe make a change to the Terms of Use, you accept the updated provisions in the Terms of Use.

The Terms of Use were last modified on January1, 2018.

Your Katalon Account

Signing up for an account at https://www.katalon.com/sign-up isrequired in order for you to download Katalon Studio, access the Katalon Store and Katalon Analytics, andfor other products and services available via the Site. Registration requires your name and email addressand Katalon Studio is available for download automatically upon registration. As part of registration youagree to comply with these Terms of Use and Katalon’s Privacy Policy.

Scope of Terms

These terms apply generally to your use of the Site. Other portions of the Site, such as the Katalon Store, orindividual products and services, such as Katalon Studio, have separate agreements or terms and conditions whichyou must also comply with.

Authorization of Use

You may download, view, copy and printdocuments and graphics incorporated in the documents, video and other content made available on the Site (the”Content”) subject to the following: (1) the Content may be used solely for your or your organization’s use inconnection with software products you or your organization license from Katalon or for your personal,informational, non-commercial purposes; and (2) the Content may not be modified or altered in any way. Except asexpressly provided herein, you may not use, download, upload, copy, print, display, perform, reproduce, publish,license, post, transmit or distribute any information from this Site in whole or in part without the priorwritten permission of Katalon. Additional restrictions regarding your use  of the Content may be set forth in theContent itself or the page from which the Content is available.

All rights, title and interest not expresslygranted are reserved.

Nothing on the Site shall be construed as conferring by implication, estoppel or otherwise any license or rightunder any patent or trademark of Katalon or any third party or any rights in any software products of Katalon.

Disclaimers

THE SITE AND ALL CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. KATALONHEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SITE AND ALL CONTENT, INCLUDING ALLWARRANTIES, IMPLIED OR EXPRESS, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE ANDNON-INFRINGEMENT. IN NO EVENT SHALL KATALON BE LIABLE FOR ANY DAMAGES WHATSOEVER, (INCLUDING, WITHOUTLIMITATION, DAMAGES RESULTING FROM LOSS OF USE, DATA OR PROFITS), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCEOR OTHER TORT RELATED ACTION, ARISING OUT OF, OR IN CONNECTION WITH, OR IN CONTEMPLATION OF THE USE ORPERFORMANCE OF THE SITE OR ANY CONTENT, EVEN IF KATALON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES.

You are also advised that any Content or portions of the Site may contain errors or omissions; Katalon mayremove, replace, or make changes in the Content without notice at any time; and Katalon
is under noobligation to update the Content.

User Submissions

Any feedback, comments, suggestions, or the like (“User Submissions”) provided to Katalon through the Siteshall be considered as non-confidential information and Katalon shall be free to use User Submissions on anunrestricted basis. We do not make any endorsements of any User Submission or any representation that any UserSubmission is true or accurate.

Site Restrictions

As a condition of your use of the Site, you represent and warrant that you shall not use the Site for any purposethat is unlawful or prohibited by these Terms of Use. You will not submit any false, misleading or inaccurateinformation to the Site. You will abide by all applicable local, state, national and international laws andregulations and you shall be solely responsible and liable for all of your acts or omissions that occur whileyou use the Site. By ways of example, and not as a limitation, you will not use the Site to:

  • Defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but
    notlimited to, rights of privacy, publicity and intellectual property) of others;
  • Publish, distribute or disseminate any harmful,
    inappropriate,profane, vulgar, infringing, obscene, tortious, indecent, immoral or otherwise
    objectionable material orinformation;
  • Transmit or upload any material to the Site that contains
    viruses,trojan horses, worms, time bombs, cancelbots, spyware, or any other harmful or
    deleteriousprograms;
  • Interfere with or disrupt the Site networks or servers;
  • Harvest or otherwise collect information from the Site about
    others,including without limitation email addresses, without proper consent;
  • Use the account, login identification, or password of another
    partyto access the Site;
  • Otherwise attempt to gain unauthorized access to the Site,
    productsor services available through the site, other accounts, computer systems or networks
    connected to theService, through password mining or any other means; or
  • Interfere with another individual’s or entity’s use or enjoyment
    ofthe Site.

Katalon has no obligation to monitor youruse of the Site or retain the content of any of your sessions on the Site. However, Katalon reserves theright at all times to monitor, review, retain and/or disclose any information as necessary to satisfy anyapplicable law, regulation, legal process or governmental request.

Trademarks

All trademarks, service marks, or registeredtrademarks are the property of their respective owners.  Reference to, description of or use of a product,service, publication or process on the Site does not imply recommendation, approval, affiliation, or sponsorshipof that product, service, publication or process by Katalon.

Infringement Claims Policy

We respect the intellectual property ofothers, and we ask you to do the same. If you believe some Content on the Site has been copied in such a way asto constitute copyright infringement, please contact our legal representative designated below. We mayinvestigate and take appropriate action.

Links to Other Sites

Any links on this Site may let you leave theSite and go to other Web sites. The linked Web sites are not under our control, and we do not endorse and arenot responsible for their content, accuracy or any other aspect of any linked site. If you decide to access anyof the third party sites linked to this Site, you do this entirely at your own risk.

Privacy

Personal information submitted by you to us through the Site is treated according to the Privacy Policy at https://www.katalon.com/terms/#privacy-policy. Our privacy policy does not apply to other Web sites, and we will not have any liability for the informationcollection or dissemination policies of third parties. By using this Site, you agree you have read andunderstood the Privacy Policy, which is a condition to your use of the Site. You should not access the Site ifyou do not agree with the terms of the Privacy Policy.

Contact Information

All questions, concerns or communicationsregarding these Terms of Use should be directed to info@katalon.com.

KATALON SITE PRIVACY POLICY

This Privacy Policy only governs information you provide to Katalon, LLC. (“we” or “us”) via www.katalon.com (the “Site”) as well as the Katalon Studio, Katalon Analytics and Katalon Recorder offerings (“Offerings”) available from the Site. However, this Privacy Policy does not govern other Web sites or any other data collection, disclosure or usage practices, off-line or otherwise.

Effective date: June 15, 2018

Information we collect and how we use it

Our Site: We collect information from you as part of certain features on our Site, such as when you register for our Offerings.  The information we collect may include your name, email address, company name, phone number. Your IP address, page views and actions on our Site are also collected. Third party tools employed on our Site may collect additional information from you, such as geographic area, operating system language, and inbound referral link. We may use the contact information you input to send you or your organization support information, product and service announcements, and other business communications, to service our Site, and as necessary to perform services for you or your organization once you or your organization becomes a customer.

Our Offerings: Our Offerings may collect error and execution logs and other information about your use of the Offering. Use of that information is further detailed in the agreement you entered into with us for the particular Offering. In addition, if you are an individual and paying by credit card, we may use your credit card information to complete payment.

IP Addresses

Tools employed on our Site may gather your IP address when you access the Site.  We use IP addresses to analyze trends, administer, maintain and improve the Site, and gather broad geolocation information for aggregate use. Your IP address may indicate the city from which you are accessing the Internet, but we do not use your IP address in a manner linked to any other of your personally identifiable information.

Cookies
A cookie is a small file placed on your computer that stores information. Overall, cookies help us provide you with a better Site. We may use cookies to verify your browser and to maintain your session and we may also use cookies of third party partners, such as Google, which may analyze our Site use and provide advertisers with the ability to better tailor ads to your preferences.  More information on our use of Google is located below. We don’t seek to collect your personal information via these cookies, and to the extent information about your use of our site is collected via cookies, we take steps to limit such use You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. This may prevent you from taking full advantage of the Site. If you opt out of using cookies, we may employ a cookie only to help us remember this preference.

If you would like further information on the cookies we employ, please contact us via the email address provided below. Below are some online resources that provide some helpful information on how change your cookie preferences:

http://www.youronlinechoices.eu (if you are based in the EU)

http://www.aboutads.info/choices/ (if you are based in the US)

http://www.allaboutcookies.org

Google Analytics is a web analytics service provided by Google. Google Analytics may use cookies or other means to help us analyze how users use the Site. The information generated by the cookies about your use of the Site (including your IP address) will be transmitted to and stored by Google on servers in the United States. Google will use this information for the purpose of evaluating your use of the Site, compiling reports on Site activity and providing other services relating to website activity and internet usage. Google may use the data collected to contextualize and personalize the ads of its own advertising network. Google may also transfer this information to third parties where required to do so by law, or where such third parties process the information on Google’s behalf. By using this Site, you consent to the processing of data about you by Google in the manner and for the purposes set out above. You can also opt out of Google’s advertising tracking cookie (https://policies.google.com/technologies/ads) or use a browser plugin to opt out of all Google Analytics tracking software (https://tools.google.com/dlpage/gaoptout?hl=en). Find more information about Google’s privacy practices here: http://www.google.com/intl/en/policies/.

Choice
Our intent is only to use your information in compliance with applicable law, and that includes giving you choice on how and if your personal information is used. You may have options about how the personal information that you provide us may be used. For example, you may unsubscribe from emails we send via a link or other method in those emails. Some of the purposes for which we use your personal information are described in this Privacy Policy. Some of the uses of your information are necessary for the service we provide through the Site, for the Offerings, or for the reason you provided us with the information, and if you don’t want your information used in certain ways, it may prevent you from using the service we provide on our Site or from receiving the Offerings.

Security
We are committed to ensuring that your personal information is secure. We maintain or use third parties to maintain physical, electronic and managerial procedures designed to safeguard the information we collect through the Site. However, no information can be absolutely secure, and we can’t guarantee the security of any information that is the subject of this Privacy Policy or any information that is submitted to us via the Internet.

Updating and removing your information
We will let you update your personal information that you have provided to us through the methods available on the Site. You may also contact us to change update or remove your information via the email address below. We will also take steps to make sure that any updates or removal requests that you provide are processed in a timely and complete manner. If you request that we remove your personal information, that may impact your ability to fully access the Site or receive our Offerings.

Third Parties
Third parties may operate or host the Site or the computers that operate the Site, store or process data for us, provide services related to the information requests that you have submitted or communications we provide to you. For example, we use Segment and Woopra to store and analyze contact information that you provide to us. Some of the third parties that we use include the following: Hubspot, Google, Woopra, Segment, Stripe and Mailchimp. We have agreements with these companies that contain protections regarding use of your information. We do not sell personally identifiable information collected via the Site to third party marketers.

Location
Katalon is located in the United States and Vietnam, so by providing us information, you are consenting to its transfer to us in those countries. Information that we collect from you may be transferred to, and stored at, a destination outside the United States, European Economic Area (“EEA”) or the country in which you are located. The personnel who use your information as part of the practices described in this Privacy Policy may also be located outside the United States, EEA or the country in which you are located.  By submitting your personal information, you agree to this transfer, storing or processing.

Exceptions

In addition to the uses described above in this Privacy Policy, we may use and disclose information, including personally identifiable information, submitted by you and/or collected by the Site or otherwise subject to this Privacy Policy, to the extent reasonably necessary for any one or more of the following purposes: (i) to correct technical problems and malfunctions in how we provide our Site to you and to technically process your information; (ii) to protect the security and integrity of the Site; (iii) to protect our rights and property and the rights and property of others; (iv) to respond to claims that your information violates the rights or interests of third parties; (v) to comply with applicable law; (vi) to respond to judicial process; and (vii) to the extent permitted under other provisions of law, to provide information to law enforcement agencies and for an investigation on a matter related to public safety, as applicable.

You understand and agree that technical processing of your information is and may be required (a) to send and receive messages regarding your use of the Site; (b) to conform to the technical requirements of connecting networks; (c) to conform to the limitations of our Site; and (d) to conform to other, similar technical requirements.

Retention
We keep your personal information only as long as we need it for the purposes described in this Privacy Policy. In general, if we have no other legitimate reason to continue using your personal information and you withdraw your permission, we will delete it. However, when you unsubscribe from marketing communications, we may keep your email address to ensure that we do not send you any more marketing communications.

Updates
As noted above, we may periodically update this Privacy Policy. For example, we may update this policy in order to describe how new Web features may affect our use of your information and to let you know of new controls and features that we may provide you. We will not apply changes to this policy retroactively to information we have previously collected.

Contact Information

All inquiries regarding this Privacy Policy, your rights under it, or use, removal or updating your information, should be directed to info@katalon.com

KATALON DEVELOPER AGREEMENT

You should carefully read the following terms and conditions before installing the Katalon Plugin development assets (“Development Package”) developed by Katalon LLC (“Katalon”). By installing and using the Development Package, you acknowledge your acceptance of the terms and conditions of this Katalon Developer Agreement (“Agreement”).

If you are entering into this Agreement on behalf of a corporation or other legal entity (“organization”), then (i) except as indicated, all references to “you” in this Agreement after this paragraph shall mean the organization, and (ii) by clicking the [“Accept and install”] button you represent and warrant (x) that you are currently employed by the organization and have the authority and legal ability to enter into this Agreement on behalf of the organization, and (y) the organization agrees to be bound by all of the terms of this Agreement.

If you do not agree to the terms and conditions of this Agreement, then do not access or use the Development Package.

Copies of this agreement are available for download and printing by using current web browser software and going to https://www.katalon.com/terms/#developer-agreement/

This is a license and not a sale. The Development Package with which this Agreement is provided is licensed to you under the following terms and conditions which define what you can and cannot do with the Development Package. This Agreement comprises the entire agreement between you and Katalon, and supersedes any other agreement, terms or promises, oral or written, with respect to the subject matter of this Agreement.

INTRODUCTION. “Katalon Studio” is Katalon’s test automation software for API, web, and mobile testing and is available via the Katalon website. The Development Package located at https://katalon.com/development-package/ which consists of certain libraries, Katalon plugin framework, sample projects, and custom keywords that are made available to assist developers in creating plugins that work with Katalon Studio (“Plugins”). These Plugins are made available to Katalon Studio users via the Katalon Store located at https://store.katalon.com/ (“Katalon Store”).

CHANGES TO AGREEMENT. Katalon may change the terms of this Agreement. If it does so, then it will either notify you at the email address you have provided or require you to click through the amended Agreement in order to continue using the Development Package. Your acceptance of the amended Agreement will be effective on the first to occur of (a) your acceptance via the clickthrough or (b) your continued use of the Development Package after receipt of the notification. If you do not accept the amended Agreement, then this Agreement will automatically terminate.

REGISTRATION. You must register with Katalon via the Katalon Web site and have a Katalon account to download the Development Package.

PLUGIN GUIDELINES. Katalon makes available guidelines for Plugin development here https://docs.katalon.com/katalon-store/docs/overview.html (“Plugin Guidelines”). Please read the Plugin Guidelines before using the Development Package. You must comply with the Plugin Guidelines in your creation of Plugins and use of the Development Package. The Plugin Guidelines will help you create Plugins that Katalon may approve for use with Katalon Studio. Katalon may refuse to approve the use of Plugins with Katalon Studio in Katalon’s sole discretion.

LICENSE. Subject to the terms and conditions of this Agreement, Katalon grants you a nonexclusive, nontransferable, nonsublicensable license to use the Development Package solely to create Plugins in accordance with the Plugin Guidelines. This license only applies to the version of the Development Package you have installed and not any future versions. You may not distribute any component of the Development Package with your Plugins or otherwise, unless there is a separate license agreement for the component that permits you to do so.

THIRD PARTY COMPONENTS. The Development Package may contain software and materials licensed from third parties (“Third Party Products”) and such third parties may be third party beneficiaries to this Agreement with the ability to directly enforce the provisions pertaining to their Third Party Products. You may not use the Third Party Product except with the Development Package and shall comply with the additional license terms, restrictions and conditions (including notices) pertaining to Third Party Products that accompany the Development Package or which Katalon otherwise makes available to you (“Third Party Terms”). To the extent the Third Party Terms conflict with this Agreement, then the Third Party Terms will control solely with respect to the Third Party Product to which they apply. You shall notify Katalon before attempting to modify any Third Party Product, and any support from Katalon does not apply where the Third Party Product has been modified.

USE OF OPEN SOURCE AND THIRD PARTY MATERIALS. You may not use any open source software in connection with your use of the Development Package or development of your Plugin in a manner that would subject the Development Package, Katalon Studio or any Katalon plugin to the terms of any open source license or that would require the Development Package, Katalon Studio or any Katalon plugin, or any derivative work of any of them, to be made available in source code form or to be provided free of charge. If you include any open source software or any other third party materials in your Plugin, then you represent and warrant that (a) you have obtained all rights necessary to distribute and otherwise use such open source software and third party materials and (b) you will comply with the license and other terms and conditions applicable to such open source software and third party materials, including fulfilling all notice and distribution requirements. The Plugin Guidelines may have additional terms and conditions regarding your use of open source software and third party materials in creating Plugins.

LIMITATIONS AND CONDITIONS. You may not do any of the following:

  • access or the Development Package if you are or become Katalon’s direct competitor, except with Katalon’s prior written consent;
  • use the Development Package for any purpose other than development of the Plugins;
  • use the Development Package for purposes of monitoring the Development Package’s performance or functionality or for any other benchmarking or competitive purposes;
  • Upload viruses, spyware, or other malware to the Katalon Store or include it within your Plugin;
  • distribute outside your organization, sublicense, copy, modify, or publicly display the Development Package;
  • use on behalf of any third party, or permit any third party to use, the Development Package;
  • decompile or reverse engineer the Development Package;
  • remove any proprietary rights notices on the Development Package;
  • attempt to gain unauthorized access to the Development Package or circumvent any security measures within the Development Package.

If you believe you are entitled to reverse engineer the Development Package because of rights that may be granted as a matter of local law, such as the Directive 2009/24/EC of the European Parliament and of the Council of 23 April 2009 on the legal protection of computer programs (as amended), then (1) you shall first request the technical information from Katalon, (2) this technical information may be used only for the purposes of ensuring interoperability and compatibility, and (2) the technical information will be considered Katalon Information and treated as such according to the terms set forth in this Agreement.

CONFIDENTIALITY OF DEVELOPMENT PACKAGE. You acknowledge and agree that the Development Package and the documentation and other information contained in it are Katalon’s confidential and proprietary information. You agree to keep all such information confidential by exercising the necessary care required to prevent its disclosure and not to disclose or use such information for any purpose whatsoever other than as expressly authorized by this Agreement.

RESERVATION OF RIGHTS. Except for the limited rights expressly granted above in this Agreement, Katalon reserves all rights, title and interest in and to the Development Package, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth above in this Agreement.

SUPPORT. Katalon provides general support for the Development Package through online support documentation, tutorials and discussion forums at http://forum.katalon.com.  Use of these resources is subject to the terms of use and privacy policy available on the Web site.  Support may include new updates or new versions of the Development Package that Katalon makes generally available to its customers; however, the license in this Agreement does not apply to versions of the Development Package for which Katalon charges a license fee. In addition, Katalon may exclude certain releases or versions that contain different functionality or are not offered across Katalon’s customer base as a whole or releases which are licensed with additional or new license terms to meet additional business or legal requirements of Katalon. Katalon may discontinue support for the Development Package at any time.

CHANGES TO THE DEVELOPMENT PACKAGE. Katalon may make changes to the Development Package from time to time in its sole discretion. Newer versions of the Development Package may not work with Plugins developed on older versions of the Development Package.

YOUR PLUGINS. Nothing in this Agreements transfers to Katalon any title to your Plugins. You grant Katalon a royalty-free, worldwide, irrevocable, perpetual license to (i) make, use, sell, copy, perform, display, distribute, or otherwise utilize copies of the Plugins, (ii) prepare, use and distribute derivative works based upon the Plugins, and (iii) authorize others to do the same.  Katalon or third parties may develop plugins that are similar to yours, and nothing in this Agreement prohibits Katalon or any third party from doing so.

MAKING AVAILABLE YOUR PLUGINS. Without limiting the foregoing, Katalon may make available your Plugins via the Katalon Store. You will indicate whether you will offer your Plugin under Katalon’s standard Store Plugin License which may be found at https://www.katalon.com/terms/#standard-plugin-license-agreement or under your custom license agreement (“Your Plugin License Agreement”).  If you want to use Your Plugin License Agreement you must get Katalon’s prior written approval before making your Plugin available under Your Plugin License Agreement. Notwithstanding any approval by Katalon, Your Plugin License Agreement must at a minimum do all of the following:

  • be a legally enforceable agreement;
  • not make any warranties, representations, promises or commitments on behalf of Katalon or otherwise bind Katalon in any way, and disclaim all implied warranties;
  • disclaim all liability on behalf of Katalon;
  • comply with all obligations with respect to any open source and third party materials you include in your Plugin;
  • not grant any right or license in any Katalon Plugins, Katalon Studio, the Katalon Store or any other intellectual property of Katalon; and
  • contain provisions describing how you use end user personal data in a manner that complies with applicable law and your privacy policy.

You may make your Plugins available outside the Katalon Store; however, Katalon only permits plugins obtained through the Katalon Store to be used with Katalon Studio. Katalon is not obligated to pay you for use or distribution of your Plugins unless you and Katalon agree pursuant to a separate, written plugin resale agreement signed by you and Katalon. You may not charge end users for use of your Plugins made available through the Katalon Store.

With respect to any collection, storage or other use of any data of end users of your Plugins, you represent you have a privacy policy that meets all the requirements of applicable law and describes accurately how you use such data.

If you choose to use the Katalon Standard Plugin License, then you are responsible for any other warranties or obligations you offer to an end user.

You shall comply with the terms of the Katalon Standard Plugin License or Your Plugin License Agreement, as applicable, and shall not act or fail to act in a manner that violates those agreements.  Any warranties or obligations you undertake with the end user whether under Your Plugin License Agreement, Katalon Standard Plugin License or otherwise are solely between you and the end user. You are solely responsible for the operation, support, maintenance and all other obligations with respect to your Plugins. Katalon has no obligation to provide support or maintenance for your Plugins.

YOUR INFORMATION. You should not provide any information to Katalon that you consider confidential. Your personal information will be handled in accordance with this Agreement and the Privacy Policy available at https://www.katalon.com/terms/#privacy-policy. Other than as set forth in its Privacy Policy, Katalon has no obligation to keep any information you provide confidential. You represent and warrant that all information you provide Katalon with respect to this Agreement, including information regarding your Plugins, is complete and accurate.

USE OF YOUR NAME, TRADEMARKS AND CHARACTERISTICS. You grant Katalon the nonexclusive, worldwide license to use your and your organization’s name, logos, and trademarks (“Your Marks”) to identify you as the developer of a Plugin and make the Plugin available and promote it via the Katalon Store and otherwise. You retain all rights in Your Marks.  To the extent you have provided information regarding yourself or an individual in your organization, you consent to Katalon’s use of such persons’ image, likeness, voice, or other characteristics in Katalon’s products or services. You hereby release Katalon from any claims which you have or may have for invasion of privacy, right of publicity, defamation, copyright infringement, or any other causes of action arising out of the use, distribution, adaptation, reproduction, broadcast, or exhibition of such characteristics.  You represent and warrant that you have obtained, for the benefit of Katalon, the same release in writing from all employees and third parties whose characteristics are included in the information you provide to Katalon.

FEEDBACK AND SUGGESTIONS. You grant Katalon a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Development Package any suggestions, enhancement requests, recommendations or other feedback provided by you, relating to the Development Package (“Feedback”). Katalon may use and incorporate any Feedback without any compensation or acknowledgment to you.

YOUR INDEMNIFICATION. You shall defend, indemnify and hold harmless Katalon, its affiliates and its and their officers, directors, employees, agents, successors and assigns from and against any and all losses, costs, expenses (including attorneys’ fees and expenses), claims, liabilities, and damages of any kind incurred by those persons or entities which result from (a) your violation of this Agreement, (b) your Plugins, (c) any obligations or liability arising under Your Plugin License Agreement; or (d) your acts or omissions with respect to your Plugins, including any interactions between you and end users of the Plugins.

TERMINATION. Your license to the Development Package and this Agreement terminates immediately upon the earlier to occur of the following: (a) when you stop using the Development Package, (b) upon your breach of any of the terms contained in this Agreement, (c) upon termination of your Katalon Studio license, or (d) as otherwise provided in this Agreement. Upon termination for any reason, you shall immediately destroy all copies of the Development Package and any related documentation in your possession or control.

DISCLAIMERS. KATALON MAKES NO, AND DISCLAIMS, ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Without limiting the foregoing, you agree that Katalon and its officers, directors, agents, and employees, shall have no liability for errors or omissions in the output of the Development Package, such outputs including, without limitation, the quality or accuracy of any screen displays or reports, in the transmission and reception of data, or in the processing of such data by the Development Package.

LIMITATION OF LIABILITY. IN NO EVENT WILL KATALON OR ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, BE LIABLE TO YOU UNDER THIS AGREEMENT OR OTHERWISE, REGARDLESS OF THE FORM OF CLAIM OR ACTION, IN AN AMOUNT THAT EXCEEDS $100. IN NO EVENT WILL KATALON OR ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, BE LIABLE TO YOU FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES OR COSTS (INCLUDING LEGAL FEES AND EXPENSES) OR LOSS OF GOODWILL OR PROFIT IN CONNECTION WITH THE DEVELOPMENT PACKAGE OR THIS AGREEMENT, EVEN IF KATALON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so this paragraph may not apply to you.

COMMUNICATIONS. General questions and communications regarding the Development Package can be made via the means provided at https://forum.katalon.com/. Any notices to Katalon regarding this Agreement should be made to info@katalon.com. Katalon may contact and notify you at the email address you provided as part of your Katalon account. You are required to keep your contact information current.  Contact information you provided may be stored and used by Katalon in accordance with its Privacy Policy available at https://www.katalon.com/terms/#privacy-policy and you consent to these uses.

GOVERNING LAW AND LANGUAGE. This Agreement is governed by the laws of the state of Georgia, USA, without regard to choice or conflicts of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The official language of this Agreement is English. All contract interpretations, notices and dispute resolutions shall be in English. Translations of any of these documents are not to be construed as official or original versions of the documents.

DISPUTE RESOLUTION.

  1. If you are a resident of, or a company organized under a state or territory of, the United States, then all disputes regarding this Agreement will be settled exclusively in any court of competent jurisdiction located in Fulton County, Georgia. Each party hereby consents and submits to the in personam jurisdiction of such courts. Each party hereby waives any objection based on forum non conveniens and any objection to venue of any action instituted under this Agreement to the extent that an action is brought in the courts identified above.
  2. Otherwise, all disputes regarding this Agreement shall be finally resolved by binding arbitration before a single arbitrator pursuant to the then-existing Rules of Conciliation and Arbitration (“Rules”), and under the auspices, of the International Chamber of Commerce (“ICC). The arbitrator shall be knowledgeable in the chosen law and the Development Package industry. At either party’s request, the arbitrator shall give a written opinion stating the factual basis and legal reasoning for the decision. The arbitrator shall have the authority to determine issues of arbitrability and to award damages as permitted by this Agreement. The parties, their representatives, and any other participants shall hold the existence, content, and result of arbitration in confidence. The arbitration proceedings will take place in Atlanta, Georgia. Judgment on the arbitration award may be entered in any court having jurisdiction.
  3. Notwithstanding the foregoing, Katalon may, at its sole discretion, seek preliminary judicial relief in any court of competent jurisdiction (including, but not limited to, preliminary injunctive relief) as necessary to enforce its rights in its intellectual property.

LIMITATION OF ACTIONS. No action arising out of this Agreement, regardless of form, may be brought by you more than one year after the date the cause of action has accrued.

COMPLIANCE WITH LAWS. Your use of the Development Package and your creation, use and distribution of Plugins is subject to your compliance with all applicable laws. The Development Package and Plugins may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you as an individual and your organization are not named on any U.S. government denied-party list. You shall not use or export the Development Package in violation of any U.S. export law or regulation.

U.S. GOVERNMENT END USE PROVISIONS. The following applies to all acquisitions of the Development Package by or for the U.S. government or by any prime contractor or subcontractor under any contract, grant or other activity with the U.S. government. The Development Package and services utilizing the Development Package and Documentation provided under this Agreement are “commercial items” as that term is defined at 48 C.F.R. 2.101 consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and other applicable acquisition regulations and are provided to the U.S. Government only as a commercial item. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202, all U.S. Government users and licensees acquire the Development Package and its associated services with only those rights and subject to the restrictions set forth in this Agreement. Notwithstanding the foregoing, the Development Package and its associated services may not be acquired by the U.S. government pursuant to a contract incorporating clauses prescribed by FAR Subpart 27.4 or DFARS Subpart 227.4.

MISCELLANEOUS. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement. Except as set forth above, no waiver or modification of any provision of this Agreement will be effective unless it is in writing, refers to this Agreement, and is signed by authorized representatives of the parties. No failure or delay by either party to exercise any right, power, or remedy constitutes a waiver of that right, power, or remedy. A party’s waiver of the performance of any covenant or any breach is not to be construed as a waiver of any succeeding breach or of any other covenant. If any provision of this Agreement requires judicial interpretation, this Agreement is not to be more strictly construed against one party than the other. If any provision of this Agreement is declared invalid by a court of competent jurisdiction, the provision will be ineffective only to the extent of the invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect. You may not assign, sublicense, or transfer this Agreement without the prior written consent of Katalon. Any attempt by you to sublicense, assign or transfer any rights, duties, or obligations hereunder is null and void.

 

LICENSE AGREEMENT FOR KATALON STUDIO SOFTWARE

You should carefully read the following terms and conditions before downloading and installing the Katalon Studio™ software product (“Software”) of Katalon LLC (“Katalon”). By downloading and installing the Software, you acknowledge your acceptance of the terms and conditions of this License Agreement (“Agreement”)

If you are entering into this Agreement on behalf of a corporation or other legal entity (“organization”), then (i) except as indicated, all references to “you” in this Agreement after this paragraph shall mean the organization, and (ii) by clicking the [“Accept and download”] button you represent and warrant (x) that you are currently employed by the organization and have the authority and legal ability to enter into this Agreement on behalf of the organization, and (y) the organization agrees to be bound by all of the terms of this Agreement.

If you do not agree to the terms and conditions of this Agreement, then do not download install the Software.

Copies of this agreement are available for download and printing by using current web browser software and going to https://www.katalon.com/terms/#katalon-studio-license-agreement.

This is a license and not a sale. The Software with which this Agreement is provided is licensed to you under the following terms and conditions which define what you can and cannot do with the Software. This Agreement comprises the entire agreement between you and Katalon, and supersedes any other agreement, terms or promises, oral or written, with respect to the subject matter of this Agreement.

LICENSE.

Subject to the terms and conditions of this Agreement, Katalon grants you a non-exclusive, nontransferable, non-sublicensable license to use the Software solely on your computers for(a) your internal test execution and management operations and (b) test execution operations for your Clients as part of the services you provide to them. A “Client” means a person or entity who receives your testing services and the resulting output and who has separately downloaded and licensed the Software from Katalon. Use of the Software is limited to use in object-code form only. If you are an organization, then your use of the Software includes use by your Affiliates (as defined below) and will be considered part of “you” and “your organization”, subject to all provisions of this Agreement and the following (a) you are responsible for each of your Affiliates’ compliance with this Agreement and will be jointly and severally liable with each of the Affiliates for any breach of the provisions of this Agreement, and (b) the entity may not use the Software under your license once it stops being an Affiliate.  As used herein, an “Affiliate” means any entity that controls, is controlled by, or is under common control with you, where “control” means ownership of at least 50% of the voting stock of such entity. You may permit your independent contractors and supplemental personnel (collectively “Contractors”) to use the Software on your behalf solely as necessary to provide you services, subject to the following: (a) any such use is subject to the terms and conditions of this Agreement, (b) you are responsible for each of your Contractors’ compliance with this Agreement, and (c)each Contractor must be subject to obligations of confidentiality at least as protective of the Software, Documentation and Katalon as those in this Agreement.  You may also use the documentation that accompanies the Software or is made available at http://docs.katalon.com (the“Documentation”) solely in connection with your use of the Software. You may make a reasonable number of copies of the Software and Documentation in connection with your use. This license only applies to the version of the Software you have downloaded and not any future versions.

PLUGINS.

Katalon makes available certain plugins approved for use with the Software(“Plugins”) via the Katalon Store located at https://store.katalon.com/ (“Katalon Store”). This Agreement does not cover your use of the Plugins; the Plugins are subject to separate license agreements. You may not use any plugins with the Software except for Plugins approved for use by Katalon and made available via the Katalon Store.

OTHER LIMITATIONS.

You may not access the Software if you are or become Katalon’s direct competitor, except with Katalon’s prior written consent. With respect to your use of the Software for Clients as permitted above, you may not provide access or use of your copies of the Software to the Client or include the Software as part of a product, service or other offering you provide to the Client. In addition, you must verify that the Client has its own copy of the Software. You may not use the Software for purposes of monitoring the Software’s performance or functionality or for any other benchmarking or competitive purposes. You acknowledge and agree that the Software and all Documentation and the information in them represent Katalon’s confidential and proprietary information. You agree to keep all such information confidential by exercising the necessary care required to prevent its disclosure and not to disclose or use such information for any purpose whatsoever other than as expressly authorized by this Agreement.

RESERVATION OF RIGHTS.

Except for the limited rights expressly granted above in this Agreement, Katalon reserves all rights, title and interest in and to the Software, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth above in this Agreement. Without limiting the generality of the foregoing, you may not (a)distribute outside your organization, sublicense, copy, modify, or publicly display the Software, (b)except for the limited use for Clients described above and Contractors as permitted above, use on behalf of any third party, or permit any third party to use, the Software, (c) decompile or reverse engineer the Software;(d) remove any proprietary rights notices on the Software, or (e) attempt to gain unauthorized access to the Software or circumvent any security measures within the Software. If you believe you are entitled to reverse engineer the Software because of rights that may be granted as a matter of local law, such as theDirective 2009/24/EC of the European Parliament and of the Council of 23 April 2009 on the legal protection of computer programs (as amended), then (1) you shall first request the technical information from Katalon, (2) this technical information may be used only for the purposes of ensuring interoperability and compatibility, and (2) the technical information will be considered Katalon Information and treated as such according to the terms set forth in this Agreement.

SUPPORT. 

As part of your registration and download, you will enter the email address and other contact information for a named individual (either you or another employee of your organization) who is your contact for purposes of use of the Software (“Registered User”). Katalon makes available online support Documentation, Tutorial and discussion forums at  http://forum.katalon.com. Use of these resources is subject to the terms of use and privacy policy available on the Web site. Support may include new updates or new versions of the Software that Katalon makes generally available to its customers; however, the license in this Agreement does not apply to versions of the Software for which Katalon charges a license fee. In addition, Katalon may exclude certain releases or versions that contain different functionality or are not offered across Katalon’s customer base as a whole or releases which are licensed with additional or new license terms to meet additional business or legal requirements of Katalon. Katalon may discontinue support for the Software at any time.

SUGGESTIONS.

You grant Katalon a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Software any suggestions, enhancement requests, recommendations or other feedback provided by you, including your Registered User, relating to the Software(“Feedback”). Katalon may use and incorporate any Feedback without any compensation or acknowledgment toyou.

TERMINATION. 

Your license to the Software and Documentation terminates immediately upon the earlier to occur of the following: (a) when you stop using the Software, or (b) upon your breach of any of the terms contained in this Agreement. Upon termination for any reason, you shall immediately destroy all copies of the Software and any related Documentation in your possession or control. However, you may retain the test scripts, related reports, and other data you generated using the Software.

DISCLAIMERS.

The Software is provided free of charge and “as-is.” CONSEQUENTLY, KATALONMAKES NO, AND DISCLAIMS, ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Without limiting the foregoing, you agree that Katalon and its officers, directors, agents, and employees, shall have no liability for errors or omissions in the output of the Software, such outputs including, without limitation, the quality or accuracy of any screen displays or reports, in the transmission and reception of data, or in the processing of such data by the Software.

LIMITATION OF LIABILITY.

In no event will Katalon or its officers, directors, agents, and employees, be liable to you under this Agreement or otherwise, regardless of the form of claim or action, in an amount that exceeds $100. In no event will Katalon or its officers, directors, agents, and employees, beliable to you for consequential, exemplary, incidental, or indirect damages or costs (including legal fees and expenses) or loss of goodwill or profit in connection with the Software or this Agreement, even if Katalon has been advised of the possibility of such damages or costs. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so this paragraph may not apply to you.

COMMUNICATIONS.

General questions and communications regarding the Software and Documentation can be made via the means provided at https://forum.katalon.com/. Any notices to Katalon regarding this Agreement should be made to info@katalon.com. Katalon may contact and notify you at the email address provided for the Registered User. You are required to keep the contact information for your Registered User current.  Contact information for your Registered User and other contact information you provided may be stored and used by Katalon in accordance with its Privacy Policy available at https://katalon.com/privacy-policy/ and you consent to these uses.

GOVERNING LAW AND LANGUAGE. 

This Agreement is governed by the laws of the state of Georgia, USA, without regard to choice or conflicts of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The official language of this Agreement is English. All contract interpretations, notices and dispute resolutions shall be in English. Translations of any of these documents are not to be construed as official or original versions of the documents.

DISPUTE RESOLUTION.

  1. If you are a resident of, or a company organized under a state or territory of, the United States, then all disputes regarding this Agreement will be settled exclusively in any court of competent jurisdiction located in Fulton County, Georgia. Each party hereby consents and submits tothe inpersonam jurisdiction of such courts. Each party hereby waives any objection based on forum non conveniens and any objection to venue of any action instituted under this Agreement to the extent that an action is brought in the courts identified above.
  2. Otherwise, all disputes regarding this Agreement shall be finally resolved by binding arbitration before a single arbitrator pursuant to the then-existing Rules of Conciliation and Arbitration(“Rules”), and under the auspices, of the International Chamber of Commerce (“ICC). The arbitrator shall be knowledgeable in the chosen law and the software industry. At either party’s request, the arbitrator shall give a written opinion stating the factual basis and legal reasoning for the decision. The arbitrator shall have the authority to determine issues of arbitrability and to award damages as permitted by this Agreement. The parties, their representatives, and any other participants shall hold the existence, content, and result of arbitration in confidence. The arbitration proceedings will take place in Atlanta, Georgia. Judgment on the arbitration award may be entered in any court having jurisdiction.
  3. Notwithstanding the foregoing, Katalon may, at its sole discretion, seek preliminary judicial relief in any court of competent jurisdiction (including, but not limited to, preliminary injunctive relief) as necessary to enforce its rights in its intellectual property.

LIMITATION OF ACTIONS.

No action arising out of this Agreement, regardless of form, may be brought by you more than one year after the date the cause of action has accrued.

EXPORT COMPLIANCE.

The Software may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you as an individual and your organization are not named on any U.S. government denied-party list. You shall not use or export the Software in violation of any U.S. export law or regulation.

U.S. GOVERNMENT END-USE PROVISIONS. 

The following applies to all acquisitions of the Software and Documentation by or for the U.S. government or by any prime contractor or subcontractor under any contract, grant or other activity with the U.S. government. The Software and documentation and services utilizing the Software and Documentation provided under this Agreement are“commercial items” as that term is defined at 48 C.F.R. 2.101 consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 andother applicable acquisition regulations and are provided to the U.S. Government only as a commercial item. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202, all U.S. Government users and licensees acquire the Software and its associated services and Documentation with only those rights and subject to the restrictions set forth in this Agreement. Notwithstanding the foregoing, the Software and its associated services and Documentation may not be acquired by the U.S. government pursuant to a contract incorporating clauses prescribed by FAR Subpart 27.4 or DFARS Subpart 227.4.

MISCELLANEOUS.

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement. No waiver or modification of any provision of this Agreement will be effective unless it is in writing, refers to this Agreement, and is signed by authorized representatives of the parties. No failure or delay by either party to exercise anyright, power, or remedy constitutes a waiver of that right, power, or remedy. A party’s waiver of the performance of any covenant or any breach is not to be construed as a waiver of any succeeding breach or of any other covenant. If any provision of this Agreement requires judicial interpretation, this Agreement is not to be more strictly construed against one party than the other. If any provision of this Agreement is declared invalid by a court of competent jurisdiction, the provision will be ineffective only to the extent of the invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect. You may not assign, sublicense, or transfer this Agreement without the prior written consent of Katalon. Any attempt by you to sublicense, assign or transfer any rights, duties, or obligations here under is null and void.

KATALON SUPPORT POLICY

The following support policy (“Support Policy”) describes the terms and conditions under which Katalon, LLC (“Katalon”) provides support services for Katalon Studio (“Katalon Support”). In order to purchase Katalon Support, you must fill out the information on the online subscription page (“Services Page” and “Payment Page”) and accept the terms and conditions, including this Support Policy, applicable to Katalon Support, in the manner indicated on the Registration Page. The Registration Page for Katalon Support contains the details regarding the fees you pay and contains other relevant terms and conditions. If you have not purchased Katalon Support, then the only support you receive is indicated in your license agreement for the Katalon Studio. The term “Agreement” refers to the terms on the Registration Page and this Support Policy. Any capitalized terms not defined in this Support Policy have the meanings assigned to them elsewhere in the Agreement.

1. Support Project. By our definition, a project consists of multiple test cases that perform a specific testing type on an application under test. For every Helpdesk account, Katalon will support only one project at a time. However, you can receive our assistance for multiple projects over the entire course of the subscription; as long as the consultation for the previous project is marked as complete.

2. Helpdesk Account. After you have subscribed to Katalon Support, Katalon will provide the Helpdesk account(s) to log in to the Katalon Support Portal at https://support.katalon.com (“Support Portal”). Helpdesk accounts are not assigned to every individual user, but to each project that Katalon supports. One Helpdesk account is used to serve one single project only. You can submit, view and manage your Support Requests any time through the Support Portal. Katalon Support Services do not include support via phone call or email.

3. Support Request. Below are the three types of requests you may submit:

      • Use and Operation: For questions about general use and operation of Katalon Studio. Katalon’s assistance with these requests does not extend to issues specific to the application under test (AUT), network, operating system (OS), hardware, database, or operational and environmental factors that are not within the direct control of Katalon. Requests to create test scripts or custom keywords are also not included in Katalon services.
      • Error Reporting: For requests related to errors. An “error” means a material failure of Katalon Studio to perform substantially in accordance with functional specifications published in its documentation. Submitted errors will be verified by the Katalon development team. A resolution schedule will be provided and regularly updated to you.
      • Features: You may submit requests to add features to the Katalon Studio. Katalon will consider your feature requests and provide you with an assessment of the requests based on the evaluation by the product development team. Katalon will inform you of the status of the request.

You can use one Helpdesk account to submit multiple requests that are in accordance with Katalon Studio requests policies in Section 2. You can submit more than one request at a time. However, Katalon will process the requests on a single-thread basis, one by one. Katalon will strive for timely initial responses to your requests.

4. Response Time.

      • For Starter and Business Support Services: It will take up to 24 hours for a single request during Katalon’s business day.
      • For Enterprise Support Services: It will take up to 12 hours for a single request during Katalon’s business day.

5. Online Resources. Katalon makes online support available in its docs located at https://docs.katalon.com/katalon-studio/docs/index.html. Community support and discussion forums are available at https://forum.katalon.com.

6. Limitations and Exclusions. Katalon is not responsible for: (i) problems arising out of use of the Katalon Studio by you that is improper or inconsistent with the documentation, this Agreement or your license agreement for the Katalon Studio; (ii) problems arising out of any data, network, database, hardware, or operational or environmental factors not within the direct control of Katalon; or (iii) failure by you to fulfill any of your responsibilities set forth in Section 7 below; (iv) issues in versions of the Katalon Studio other than the then-current version or the version immediately prior; or (v) errors or defects that are not reproducible by Katalon or that do not materially affect the operation of the Katalon Studio.

7. Your Responsibilities. In order for Katalon to provide Katalon Support, you shall:

(a) afford Katalon reasonable access to and use of the Katalon Studio and your environment as may be necessary to diagnose and repair any Errors;
(b) permit Katalon to use and access the log files generated by Katalon Studio;
(c) use reasonable efforts to resolve issues with the Katalon Studio using the online resources described above before contacting Katalon with a support request;
(d) update your Katalon Studio to the latest version within a reasonable period after its release;
(e) assure proper hardware configuration and installation for Katalon Studio and support and maintain the hardware, software, and systems on which Katalon Studio is installed; and
(f) adequately back-up your data and systems.

8. Fees and Payment. In consideration for receiving Katalon support, you shall pay Katalon the support fees set forth on your Registration Page via the manner indicated on the Registration Page (EFT or otherwise). You shall pay interest in the greater of 1.5% per month or the highest amount allowed by law on any amounts not received when due. The fees are exclusive of all taxes, and you shall pay all taxes, duties or charges of any kind imposed by any taxing authority for the amounts due under this Agreement, excluding taxes based solely on Katalon’s income. All fees are nonrefundable.

9. Suspension. Katalon may suspend your Katalon Support for any violation of this Agreement or if Katalon reasonably believes that your activity is harming delivery of Katalon Support to others or the rights or property of any person. You acknowledge that you will not have access to Katalon Support during any suspension. Katalon may exercise the rights in this Section prior to exercising the termination provisions of this Agreement and without prior written notice to you. Unless the Agreement is terminated, Katalon will remove the suspension upon resolution of the cause of the suspension.

10. Term and Termination

(a) Term. Unless earlier terminated as set forth below, the term of Katalon Support is for one year from the date you enter into the Katalon Support subscription via the Registration Page, and the term will renew for consecutive one year periods provided you continue to pay the annual support fees, unless you cancel Katalon Support by notifying Katalon via your Katalon account page at least 30 days prior to the date of renewal. Katalon may sunset Katalon Support by providing notice to you at least 90 days in advance of the next renewal period.
(b) Termination. A party may terminate this Agreement upon the other party’s material breach of any of the terms contained in this Agreement which is not cured 30 days after receiving notice of the breach as provided below in Section 10. In addition, this Agreement will terminate immediately upon termination of your license to the Katalon Studio.
(c) Effect of Termination. Termination of this Agreement does not affect your license agreement for the Katalon Studio. Immediately upon expiration or termination of this Agreement for any reason, the Katalon Support will stop and you shall pay Katalon all amounts owed under this Agreement. Sections 6, 10(c), 11, 12, 14, 15, 16 and 17 survive expiration or termination.

11. Disclaimers. KATALON MAKES NO, AND DISCLAIMS ALL, WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

12. Limitation of Liability. IN NO EVENT WILL KATALON OR ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, BE LIABLE TO YOU UNDER THIS AGREEMENT OR OTHERWISE, REGARDLESS OF THE FORM OF CLAIM OR ACTION, IN AN AMOUNT THAT EXCEEDS THE FEES YOU PAY KATALON UNDER THIS AGREEMENT DURING THE 12 MONTH PERIOD PRECEDING YOUR CLAIM.  IN NO EVENT WILL KATALON OR ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, BE LIABLE TO YOU FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES OR COSTS (INCLUDING LEGAL FEES AND EXPENSES) OR LOSS OF GOODWILL OR PROFIT IN CONNECTION WITH THE KATALON STUDIO, KATALON SUPPORT OR THIS AGREEMENT, EVEN IF KATALON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS PARAGRAPH MAY NOT APPLY TO YOU.

13. Communications. General questions and communications regarding the Katalon Studio and Katalon Support can be made via the means provided at the Support Portal. Any notices to Katalon regarding this Agreement should be made to legal@kms-technology.com. Katalon may contact and notify you at the email address provided on the Registration Page and as updated by you via the Support Portal. You are required to keep your contact information current.

14. Governing Law and Language. This Agreement is governed by the laws of the state of Georgia, USA, without regard to choice or conflicts of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The official language of this Agreement is English.  All contract interpretations, notices and dispute resolutions shall be in English. Translations of any of these documents are not to be construed as official or original versions of the documents.

15. Dispute Resolution. If you are organized under a state or territory of the United States, then all disputes regarding this Agreement will be settled exclusively in any court of competent jurisdiction located in Fulton County, Georgia.  Each party hereby consents and submits to the in personam jurisdiction of such courts. Each party hereby waives any objection based on forum non conveniens and any objection to venue of any action instituted under this Agreement to the extent that an action is brought in the courts identified above.  Otherwise, all disputes regarding this Agreement shall be finally resolved by binding arbitration before a single arbitrator pursuant to the then-existing Rules of Conciliation and Arbitration (“Rules”), and under the auspices, of the International Chamber of Commerce (“ICC). The arbitrator shall be knowledgeable in the chosen law and the software industry. At either party’s request, the arbitrator shall give a written opinion stating the factual basis and legal reasoning for the decision. The arbitrator shall have the authority to determine issues of arbitrability and to award damages as permitted by this Agreement. The parties, their representatives, and any other participants shall hold the existence, content, and result of arbitration in confidence. The arbitration proceedings will take place in Atlanta, Georgia. Judgment on the arbitration award may be entered in any court having jurisdiction.  Notwithstanding the foregoing, Katalon may, at its sole discretion, seek preliminary judicial relief in any court of competent jurisdiction (including, but not limited to, preliminary injunctive relief) as necessary to enforce its rights in its intellectual property.

16. Limitation of Actions. No action arising out of this Agreement, regardless of form, may be brought by you more than one year after the date the cause of action has accrued.

17. Miscellaneous. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement. Katalon may change this Support Policy at any time by posting a new Support Policy online; you should check Katalon’s site periodically for the latest Support Policy. Otherwise, no waiver or modification of any provision of this Agreement will be effective unless it is in writing, refers to this Agreement, and is signed by authorized representatives of the parties.  No failure or delay by either party to exercise any right, power, or remedy constitutes a waiver of that right, power, or remedy. A party’s waiver of the performance of any covenant or any breach is not to be construed as a waiver of any succeeding breach or of any other covenant. If any provision of this Agreement requires judicial interpretation, this Agreement is not to be more strictly construed against one party than the other. If any provision of this Agreement is declared invalid by a court of competent jurisdiction, the provision will be ineffective only to the extent of the invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect. You may not assign, sublicense, or transfer this Agreement without the prior written consent of Katalon.  Any attempt by you to sublicense, assign or transfer any rights, duties, or obligations hereunder is null and void.

 

KATALON STORE TERMS OF USE

INTRODUCTION

The following terms of use “Terms of Use” apply to the Katalon Store made available at https://store.katalon.com/ (the “Katalon Store”) by Katalon LLC (“Katalon”, “we”, or “us”) and govern your use of the Katalon Store. Please review the following Terms of Use regarding your use of the Katalon Store.  If you don’t agree with these Terms of Use, please do not use the Katalon Store.

We may update the Terms of Use from time to time. Please regularly check the Katalon Store for information about revisions to the Terms of Use. By continuing to use the Katalon Store after we make a change to the Terms of Use, you accept the updated provisions in the Terms of Use.

The Terms of Use were last modified on February 22 , 2019.

If you are purchasing at the Katalon Store on behalf of a corporation or other legal entity (“organization”), then (i) except as indicated, all references to “you” in these Terms of Use after this paragraph mean the organization, and (ii) for purposes of making purchases through the Katalon Store and conducting activities at the Katalon Store, you represent and warrant (x) that you are currently employed by the organization and have the authority and legal ability to bind the organization with respect to these Terms of Use, and (y) the organization agrees to be bound by all of the Terms of Use.

YOUR KATALON ACCOUNT

In order to make purchases or acquire the Offerings through the Katalon Store, you must register for an account on the Katalon Web site. Please go here https://www.katalon.com/ in order to register for your Katalon account if you have not done so.

THE KATALON STORE

Katalon makes available the Katalon Store in order for you to purchase the following types of offerings through Katalon:

Katalon Studio” means the Katalon Studio product.

Katalon Plugins”: These are plugins provided by Katalon that work with Katalon products.

Other Katalon Offerings”: These include training, support or products and services other than Katalon Plugins provided by Katalon that are made available via the Katalon Web site.

Third Party Plugins”: These are plugins provided by a Third Party Provider that work with Katalon Studio.

Other Third Party Offerings”: These are products or services other than Third Party Plugins, that are provided by a Third Party Provider.

A “Third Party Provider” is anyone other than Katalon who provides an Offering via the Katalon Store.

“Katalon Offerings” mean the Katalon Studio, Katalon Plugins and Other Katalon Offerings. “Third Party Offerings” mean the Third Party Plugins and Other Third Party Offerings. “Offerings” means Third Party Offerings, Katalon Offerings or both.

When you purchase an Offering through the Katalon Store, the Offering will appear in your Katalon account. In the case of Katalon Plugins and Third Party Plugins, you should refresh your list of plugins in your copy of Katalon Studio and the newly purchased Katalon Plugin or Third Party Plugin should load. Katalon Plugins and Third Party Plugins may be provided for free or for a fee. Some of the paid Katalon Plugins or Third Party Plugins may be offered with a free trial period; if so, then the provisions below or in the license agreement have additional terms regarding the trial license.

The terms of use for the Katalon Web site [include a link] apply to the Katalon Store as well, and you must comply with them when using the Katalon Store (but if these Terms of Use conflict with those terms of use for the Katalon Web site, these Terms of Use will control regarding your use of the Katalon Store).

You may not attempt to gain unauthorized access to the Katalon Store or its Offerings or circumvent any security measures used by the Katalon Store.

PLUGINS AND OFFERINGS.

Katalon Plugins. Use of each Katalon Plugin are subject to the Katalon Plugin license agreement that accompanies the Katalon Plugin or is made available during its download.  Unless otherwise set forth in the applicable Katalon Plugin license agreement, Katalon Plugins are only available for use along with your use of Katalon Studio. The standard Katalon Plugin license agreement is available here https://www.katalon.com/terms/#katalon-plugin-license-agreement

Other Katalon Offerings. The Other Katalon Offerings are subject to the agreement that Katalon makes available when you order the product or service or that accompany them.

Third Party Offerings. Katalon is a reseller of the Third Party Offerings at the Katalon Store. This means you pay Katalon for the Third Party Offering, but the Third Party Provider is responsible for providing the Third Party Offering. You acknowledge and agree Katalon is not responsible for Third Party Offerings or performance of any Third Party Provider, and this includes the functionality, performance, security, and reliability of the Third Party Offerings. Katalon does not provide any support or maintenance for Third Party Offerings.  Katalon is not a party to the agreement between you and the Third Party Provider for the Third Party Offering, and you agree you will look solely to the Third Party Provider of the Third Party Offering with respect to any issues with the Third Party Offering, any acts or omissions of the Third Party Provider and any information you provide to  the Third Party Provider or that the Third Party Provider provides to you.  The Third Party Provider may have its own privacy policies that govern its use of your data in connection with the Third Party Offering. These Terms of Use do not grant you any additional rights in the Third Party Offerings.

Not for Resale. You may only purchase Offerings for use by you or your organization and not for resale.

Plugin Trial Period. If you have obtained a trial version of a Plugin from the Katalon Store, you may have a 14-day trial period from the date of initial download (“Trial Period.”) At the end of the Trial Period unless you purchase the full license to the Plugin, the Plugin will stop working, the license will terminate and you shall remove and delete all copies the Plugin in accordance with the terms of the applicable license agreement.  If you purchase the full version, you will need to refresh the plugin list in your copy of Katalon Studio in order to complete activation of the full version.

Change in Offerings. Katalon may add, remove or change the Offerings at the Katalon Store at any time.

FEES AND PAYMENT

You will pay Katalon for each Offering you purchase at the price in the Katalon Store. You will indicate your method of payment from among the available options at the time of checkout and provide Katalon all relevant information necessary to complete payment.

Katalon reserves the right to reject all or part of a purchase for reasons such as: (a) if we detect suspicious or fraudulent activity; (b) if you do not live in a country where Offerings may be purchased or delivered; or (c) if you violate these Terms of Use.

If you are paying by credit card, you authorize Katalon to bill the fees to the credit card number you provide when they are due. Katalon’s acceptance of a credit card does not relieve you from any obligation to pay for the Offering.  Katalon may invoice you for amounts due if credit card payment is not effective for any reason.

If Katalon will invoice you for fees, then you shall pay any invoice within 30 days of the date of invoice. You shall pay interest in the greater of 1.5% per month or the highest amount allowed by law on any amounts not received when due.

Applicable taxes will be presented at checkout or on the page describing the Offering; however, taxes are estimated and may be subject to change until you are charged.

You are responsible for all purchases made through your account at the Katalon Store. All sales are final and fees are nonrefundable unless otherwise explicitly stated at the time of sale.

PAYMENT PROBLEMS.

If you experience a problem with payment for a transaction through the Katalon Store, please contact us at payment@katalon.com.

You should not contact us through this address for support or other issues with the Offering you purchased. You should contact the applicable vendor of the Offering (whether Katalon or a Third Party Provider) via the means provided in the agreement you entered into for the Offering.

PLUGIN REVIEWS.

The Katalon Store permits you to review Plugins on the Katalon Store. Your ability to post reviews is subject to all of the following:

  • You may not provide more than one review per Plugin.
  • You are able to edit review that you post.
  • Anonymous reviews are not permitted.
  • You may not review any Plugin if you are the Third Party Provider of that Offering or are a competitor of that Third Party Provider unless you disclose that fact in your review.
  • All reviews should be honest and polite.
  • Katalon may edit or remove reviews for any reason, including ones that are off-topic, offensive, false, constitute advertising, or violate the rights of anyone.

DATA AND PRIVACY.

Katalon has no obligation to monitor your use of the Katalon Store or retain the content of any of your reviews or interactions. However, Katalon reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or government request.

Personal information submitted by you to us through the Katalon Store is treated according to the Katalon Site Privacy Policy available at https://www.katalon.com/terms/#privacy-policy (“Privacy Policy”). Our Privacy Policy does not apply to other Web sites, and we will not have any liability for the information collection or dissemination policies of Third Party Providers. By using the Katalon Store, you agree you have read and understand the Privacy Policy, which is a condition to your use of the Katalon Store. You should not access or use the Katalon Store if you do not agree with the terms of the Privacy Policy.

We will use information you provide to us to complete transactions regarding the Store Offerings. You acknowledge and agree that information you submit to us through the Katalon Store, including your contact information, and credit card and payment information, may be provided to Third Party Providers as necessary to fulfill the Third Party Offerings and to provide support, handle disputes, and similar purposes related to their current or future relationship with you. We will also provide your contact information with Katalon company affiliates, including KMS Technology and KMS Solutions, for their use in providing or marketing relevant products or services to you.

USE OF YOUR NAME AND TRADEMARKS. You grant Katalon the nonexclusive, worldwide license to use your and your organization’s name, logos, and trademarks (“Your Marks”) to identify you as a Katalon user via the Katalon Store and otherwise. You retain all rights in Your Marks.

COMPLIANCE WITH LAWS. You shall comply with applicable law regarding your use of the Katalon Store and any Offerings. The Offerings may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you as an individual and your organization are not named on any U.S. government denied-party list. You shall not use or export the Offerings in violation of any U.S. export law or regulation.

YOUR INDEMNIFICATION. You shall defend, indemnify and hold harmless Katalon, its affiliates and its and their officers, directors, employees, agents, successors and assigns from and against any and all losses, costs, expenses (including attorneys’ fees and expenses), claims, liabilities, and damages of any kind incurred by those persons or entities which result from your violation of these Terms of Use or any agreement you enter into for an Offering.

TERMINATION OR SUSPENSION. Katalon may suspend or terminate your access to the Katalon Store for any violation of the Terms of Use or any agreement for an Offering. Katalon may also suspend your use of the Katalon Store if Katalon reasonably believes that your activity is harming the Katalon Store or the rights or property of any person. Katalon will notify you if it terminates your access to the Katalon Store but otherwise Katalon may exercise the suspension in this Section without prior written notice to you.

DISCLAIMERS AND LIABILITY LIMITATIONS.

THE KATALON STORE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. KATALON HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SITE AND ALL CONTENT, INCLUDING ALL WARRANTIES, IMPLIED OR EXPRESS, OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

The agreements you enter into regarding the Offerings may have their own disclaimers and limitations of liability which will control with respect to the Offering, so you should read those carefully.

UNLESS OTHERWISE LIMITED IN THE APPLICABLE AGREEMENT REGARDING AN OFFERING YOU OBTAIN, THE TOTAL LIABILITY OF KATALON, ITS AFFILIATES AND ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, TO YOU REGARDING ANY OFFERING WILL NOT EXCEED THE AMOUNT YOU PAID KATALON FOR THAT OFFERING. OTHERWISE, KATALON, ITS AFFILIATES AND ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES ARE NOT LIABILI UNDER THESE TERMS OF USE OR OTHERWISE IN AN AMOUNT THAT EXCEEDS $100. THIS LIMITATION APPLIES REGARDLESS OF THE FORM OF CLAIM OR ACTION

IN NO EVENT WILL KATALON, ITS AFFILIATES OR ITS OR THEIR OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, BE LIABLE TO YOU FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES OR COSTS (INCLUDING LEGAL FEES AND EXPENSES) OR LOSS OF GOODWILL OR PROFIT IN CONNECTION WITH THE OFFERING OR THIS AGREEMENT, EVEN IF KATALON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so this paragraph may not apply to you.

INFRINGEMENT CLAIMS POLICY.

We respect the intellectual property of others, and we ask you to do the same. If you believe some Offerings at the Katalon Store constitute copyright infringement, please contact our representative designated below.  In your notification to us, please include the following information:

  • a physical or electronic signature of a person authorized to act on behalf of the owner;
  • identification of the copyrighted work(s) claimed to have been infringed;
  • identification of the material that is claimed to be infringing (with information reasonably sufficient for us to locate the material);
  • your address, telephone number, and, if available, an email address at which you may be contacted.
  • a statement of good faith belief that use of the material in the manner complained of is not authorized by the copyright owner; and
  • a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

GOVERNING LAW. These Terms of Use are governed by the laws of the state of Georgia, USA, without regard to choice or conflicts of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms of Use or the purchases made under them. The official language of these Terms of Use is English. All contract interpretations, notices and dispute resolutions shall be in English. Translations of any of these documents are not to be construed as official or original versions of the documents.

DISPUTE RESOLUTION.

(a)          If you are a resident of, or a company organized under a state or territory of, the United States, then all disputes regarding these Terms of Use will be settled exclusively in any court of competent jurisdiction located in Fulton County, Georgia.  Each party hereby consents and submits to the in personam jurisdiction of such courts.  Each party hereby waives any objection based on forum non conveniens and any objection to venue of any action instituted under these Terms of Use to the extent that an action is brought in the courts identified above.

(b)          Otherwise, all disputes regarding these Terms of Use shall be finally resolved by binding arbitration before a single arbitrator pursuant to the then-existing Rules of Conciliation and Arbitration (“Rules”), and under the auspices, of the International Chamber of Commerce (“ICC). The arbitrator shall be knowledgeable in the chosen law and the software industry. At either party’s request, the arbitrator shall give a written opinion stating the factual basis and legal reasoning for the decision. The arbitrator shall have the authority to determine issues of arbitrability and to award damages as permitted by these Terms of Use. The parties, their representatives, and any other participants shall hold the existence, content, and result of arbitration in confidence. The arbitration proceedings will take place in Atlanta, Georgia. Judgment on the arbitration award may be entered in any court having jurisdiction.

(c)           Notwithstanding the foregoing, Katalon may, at its sole discretion, seek preliminary judicial relief in any court of competent jurisdiction (including, but not limited to, preliminary injunctive relief) as necessary to enforce its rights in its intellectual property.

LIMITATION OF ACTIONS. No action arising out of these Terms of Use, regardless of form, may be brought by you more than one year after the date the cause of action has accrued.

AGE RESTRICTIONS. The Katalon Store is designed for persons 18 years of age or older. Please do not access or use the Katalon Store if you are under 18.

U.S. GOVERNMENT END USE PROVISIONS. The following applies to all acquisitions through the Katalon Store of the Offerings by or for the U.S. government or by any prime contractor or subcontractor under any contract, grant or other activity with the U.S. government. The Offerings are “commercial items” as that term is defined at 48 C.F.R. 2.101 and software Offerings are “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and other applicable acquisition regulations. All Offerings are provided to the U.S. Government only as a commercial item. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202, all U.S. Government users and licensees acquire the Offerings with only those rights and subject to the restrictions set forth in the applicable agreements that accompany the Offerings. Notwithstanding the foregoing, the Offerings may not be acquired by the U.S. government through the Katalon Store pursuant to a contract incorporating clauses prescribed by FAR Subpart 27.4 or DFARS Subpart 227.4.

TRADEMARKS. All trademarks, service marks, or registered trademarks are the property of their respective owners.  Reference to, description of or use of a product, service, publication or process on the Katalon Store does not imply recommendation, approval, affiliation, or sponsorship of that product, service, publication or process by Katalon.

CONTACT INFORMATION. All questions, concerns or communications regarding these Terms of Use should be directed to info@katalon.com.

LICENSE AGREEMENT FOR KATALON PLUGIN

You should carefully read the following terms and conditions before installing the plugin that accompanies this license (“Plugin”) developed by Katalon LLC (“Katalon”). By clicking the [“Accept and install”] button and proceeding to install and use the Plugin, you acknowledge your acceptance of the terms and conditions of this License Agreement (“Agreement”). Clicking the [“Accept and install”] button is a legally valid way to create a binding contract and constitutes your electronic signature to this Agreement.

If you are entering into this Agreement on behalf of a corporation or other legal entity (“organization”), then (i) except as indicated, all references to “you” in this Agreement after this paragraph shall mean the organization, and (ii) by clicking the [“Accept and install”] button you represent and warrant (x) that you are currently employed by the organization and have the authority and legal ability to enter into this Agreement on behalf of the organization, and (y) the organization agrees to be bound by all of the terms of this Agreement.

If you do not agree to the terms and conditions of this Agreement, then do not install the Plugin.

Copies of this agreement are available for download and printing by using current web browser software and going to https://store.katalon.com/ (the “Katalon Store”).

This is a license and not a sale. The Plugin with which this Agreement is provided is licensed to you under the following terms and conditions which define what you can and cannot do with the Plugin. This Agreement comprises the entire agreement between you and Katalon, and supersedes any other agreement, terms or promises, oral or written, with respect to the subject matter of this Agreement.

INTRODUCTION. “Katalon Studio” is Katalon’s test automation software for API, web, and mobile testing which is available via the Katalon Store. The Plugins are designed to be used with your permitted use of Katalon Studio only. There is a separate license for Katalon Studio which you must enter into in order to use Katalon Studio.

LICENSE. Subject to the terms and conditions of this Agreement, Katalon grants you a nonexclusive, nontransferable, nonsublicensable license to use the Plugin solely on your computers as part of your permitted use of Katalon Studio. A “Client” means a person or entity who receives your testing services and the resulting output and who has separately installed and licensed the Plugin from Katalon. Use of the Plugin is limited to use in object-code form only. If you are an organization, then your use of the Plugin includes use by your Affiliates (as defined below) and will be considered part of “you” and “your organization”, subject to all provisions of this Agreement and the following (a) you are responsible for each of your Affiliates’ compliance with this Agreement and will be jointly and severally liable with each of the Affiliates for any breach of the provisions of this Agreement, and (b) the entity may not use the Plugin under your license once it stops being an Affiliate.  As used herein, an “Affiliate” means any entity that controls, is controlled by, or is under common control with you, where “control” means ownership of at least 50% of the voting stock of such entity. You may permit your independent contractors and supplemental personnel (collectively “Contractors”) to use the Plugin on your behalf solely as necessary to provide you services, subject to the following: (a) any such use is subject to the terms and conditions of this Agreement, (b) you are responsible for each of your Contractors’ compliance with this Agreement, and (c) each Contractor must be subject to obligations of confidentiality at least as protective of the Plugin, Documentation and Katalon as those in this Agreement.  You may also use the documentation that accompanies the Plugin or is may be made available at http://docs.katalon.com (the “Documentation”) solely in connection with your use of the Plugin. You may make a reasonable number of copies of the Plugin and Documentation in connection with your use. This license only applies to the version of the Plugin you have installed and not any future versions.

TRIAL USE. If you have obtained the Plugin on a trial basis, the Plugin may be used on a trial basis for a period of 14 days from the date of download (“Trial Period”). At the end of the Trial Period unless you purchase the full license to the Plugin, the Plugin will stop working, the license will terminate and you shall remove and delete all copies the Plugin in accordance with the terms of this Agreement. If you purchase the full version, you will need to refresh the plugin list in your copy of Katalon Studio in order to complete activation of the full version.  If the Plugin you have downloaded is made available without charge, then this section does not apply.

FEES AND PAYMENT. In consideration for using the Plugin, you shall pay Katalon the fees (if any) based on the prices set forth on the Katalon Store via the manner indicated on the Katalon Store (EFT or otherwise). The fees are exclusive of all taxes, and you shall pay all taxes, duties or charges of any kind imposed by any taxing authority for the amounts due under this Agreement, excluding taxes based solely on Katalon’s income. All fees are nonrefundable.

LIMITATIONS. You may not access the Plugin if you are or become Katalon’s direct competitor, except with Katalon’s prior written consent. Your use of the Plugin is limited to use within Katalon Studio and is conditioned upon you having a valid, current license to Katalon Studio. With respect to your use of the Plugin for Clients as permitted above, you may not provide access or use of your copies of the Plugin to the Client or include the Plugin as part of a product, service or other offering you provide to the Client. In addition, you must verify that the Client has its own copy of the Plugin. You may not use the Plugin for purposes of monitoring the Plugin’s performance or functionality or for any other benchmarking or competitive purposes. You acknowledge and agree that the Plugin and all Documentation and the information in them represent Katalon’s confidential and proprietary information. You agree to keep all such information confidential by exercising the necessary care required to prevent its disclosure and not to disclose or use such information for any purpose whatsoever other than as expressly authorized by this Agreement. You agree not to misuse Katalon’s API or attempt to circumvent security measures.

RESERVATION OF RIGHTS. Except for the limited rights expressly granted above in this Agreement, Katalon reserves all rights, title and interest in and to the Plugin, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth above in this Agreement. Without limiting the generality of the foregoing, you may not (a) distribute outside your organization, sublicense, copy, modify, or publicly display the Plugin, (b) except for the limited use for Clients described above and Contractors as permitted above, use on behalf of any third party, or permit any third party to use, the Plugin, (c) decompile or reverse engineer the Plugin; (d) remove any proprietary rights notices on the Plugin, or (e) attempt to gain unauthorized access to the Plugin or circumvent any security measures within the Plugin. If you believe you are entitled to reverse engineer the Plugin because of rights that may be granted as a matter of local law, such as the Directive 2009/24/EC of the European Parliament and of the Council of 23 April 2009 on the legal protection of computer programs (as amended), then (1) you shall first request the technical information from Katalon, (2) this technical information may be used only for the purposes of ensuring interoperability and compatibility, and (2) the technical information will be considered Katalon Information and treated as such according to the terms set forth in this Agreement.

SUPPORT. Katalon provides general support for the Plugin through online support Documentation, tutorials and discussion forums at http://forum.katalon.com.  Use of these resources is subject to the terms of use and privacy policy available on the Web site.  Support may include new updates or new versions of the Plugin that Katalon makes generally available to its customers; however, the license in this Agreement does not apply to versions of the Plugin for which Katalon charges a license fee. In addition, Katalon may exclude certain releases or versions that contain different functionality or are not offered across Katalon’s customer base as a whole or releases which are licensed with additional or new license terms to meet additional business or legal requirements of Katalon. Katalon may discontinue support for the Plugin at any time.

SUGGESTIONS. You grant Katalon a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Plugin any suggestions, enhancement requests, recommendations or other feedback provided by you, relating to the Plugin (“Feedback”). Katalon may use and incorporate any Feedback without any compensation or acknowledgment to you.

TERMINATION. Your license to the Plugin and Documentation terminates immediately upon the earlier to occur of the following: (a) when you stop using the Plugin, (b) upon your breach of any of the terms contained in this Agreement, or (c) upon termination of your Katalon Studio license. Upon termination for any reason, you shall immediately destroy all copies of the Plugin and any related Documentation in your possession or control. However, you may retain the test scripts, related reports, and other data you generated using the Plugin.

DISCLAIMERS. KATALON MAKES NO, AND DISCLAIMS, ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Without limiting the foregoing, you agree that Katalon and its officers, directors, agents, and employees, shall have no liability for errors or omissions in the output of the Plugin, such outputs including, without limitation, the quality or accuracy of any screen displays or reports, in the transmission and reception of data, or in the processing of such data by the Plugin.

LIMITATION OF LIABILITY. IN NO EVENT WILL KATALON OR ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, BE LIABLE TO YOU UNDER THIS AGREEMENT OR OTHERWISE, REGARDLESS OF THE FORM OF CLAIM OR ACTION, IN AN AMOUNT THAT EXCEEDS THE GREATER OF (A) THE FEES YOU HAVE PAID FOR THE PLUGIN OR (B) $100. IN NO EVENT WILL KATALON OR ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, BE LIABLE TO YOU FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES OR COSTS (INCLUDING LEGAL FEES AND EXPENSES) OR LOSS OF GOODWILL OR PROFIT IN CONNECTION WITH THE PLUGIN OR THIS AGREEMENT, EVEN IF KATALON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so this paragraph may not apply to you.

COMMUNICATIONS. General questions and communications regarding the Plugin and Documentation can be made via the means provided at https://forum.katalon.com/. Any notices to Katalon regarding this Agreement should be made to info@katalon.com. Katalon may contact and notify you at the email address you provided as part of your Katalon account. You are required to keep your contact information current.  Contact information you provided may be stored and used by Katalon in accordance with its Privacy Policy available at https://www.katalon.com/terms/#privacy-policy and you consent to these uses.

GOVERNING LAW AND LANGUAGE. This Agreement is governed by the laws of the state of Georgia, USA, without regard to choice or conflicts of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The official language of this Agreement is English. All contract interpretations, notices and dispute resolutions shall be in English. Translations of any of these documents are not to be construed as official or original versions of the documents.

DISPUTE RESOLUTION.

  1. a. If you are a resident of, or a company organized under a state or territory of, the United States, then all disputes regarding this Agreement will be settled exclusively in any court of competent jurisdiction located in Fulton County, Georgia. Each party hereby consents and submits to the in personam jurisdiction of such courts. Each party hereby waives any objection based on forum nonconveniens and any objection to venue of any action instituted under this Agreement to the extent that an action is brought in the courts identified above.
  2. b. Otherwise, all disputes regarding this Agreement shall be finally resolved by binding arbitration before a single arbitrator pursuant to the then-existing Rules of Conciliation and Arbitration (“Rules”), and under the auspices, of the International Chamber of Commerce (“ICC). The arbitrator shall be knowledgeable in the chosen law and the Plugin industry. At either party’s request, the arbitrator shall give a written opinion stating the factual basis and legal reasoning for the decision. The arbitrator shall have the authority to determine issues of arbitrability and to award damages as permitted by this Agreement. The parties, their representatives, and any other participants shall hold the existence, content, and result of arbitration in confidence. The arbitration proceedings will take place in Atlanta, Georgia. Judgment on the arbitration award may be entered in any court having jurisdiction.
  3. c. Notwithstanding the foregoing, Katalon may, at its sole discretion, seek preliminary judicial relief in any court of competent jurisdiction (including, but not limited to, preliminary injunctive relief) as necessary to enforce its rights in its intellectual property.

LIMITATION OF ACTIONS. No action arising out of this Agreement, regardless of form, may be brought by you more than one year after the date the cause of action has accrued.

EXPORT COMPLIANCE. The Plugin may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you as an individual and your organization are not named on any U.S. government denied-party list. You shall not use or export the Plugin in violation of any U.S. export law or regulation.

U.S. GOVERNMENT END-USE PROVISIONS. The following applies to all acquisitions of the Plugin and Documentation by or for the U.S. government or by any prime contractor or subcontractor under any contract, grant or other activity with the U.S. government. The Plugin and Documentation and services utilizing the Plugin and Documentation provided under this Agreement are “commercial items” as that term is defined at 48 C.F.R. 2.101 consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and other applicable acquisition regulations and are provided to the U.S. Government only as a commercial item. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202, all U.S. Government users and licensees acquire the Plugin and its associated services and Documentation with only those rights and subject to the restrictions set forth in this Agreement. Notwithstanding the foregoing, the Plugin and its associated services and Documentation may not be acquired by the U.S. government pursuant to a contract incorporating clauses prescribed by FAR Subpart 27.4 or DFARS Subpart 227.4.

MISCELLANEOUS. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement. No waiver or modification of any provision of this Agreement will be effective unless it is in writing, refers to this Agreement, and is signed by authorized representatives of the parties. No failure or delay by either party to exercise any right, power, or remedy constitutes a waiver of that right, power, or remedy. A party’s waiver of the performance of any covenant or any breach is not to be construed as a waiver of any succeeding breach or of any other covenant. If any provision of this Agreement requires judicial interpretation, this Agreement is not to be more strictly construed against one party than the other. If any provision of this Agreement is declared invalid by a court of competent jurisdiction, the provision will be ineffective only to the extent of the invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect. You may not assign, sublicense, or transfer this Agreement without the prior written consent of Katalon. Any attempt by you to sublicense, assign or transfer any rights, duties, or obligations hereunder is null and void.

STANDARD PLUGIN LICENSE AGREEMENT

You should carefully read the following terms and conditions before installing the plugin for Katalon Studio that accompanies this license (“Plugin”) developed by the person or entity indicated ____ (“Licensor”). By clicking the [“Accept and install”] button and proceeding to install and use the Plugin, you acknowledge your acceptance of the terms and conditions of this License Agreement (“Agreement”). Clicking the [“Accept and install”] button is a legally valid way to create a binding contract and constitutes your electronic signature to this Agreement.

If you are entering into this Agreement on behalf of a corporation or other legal entity (“organization”), then (i) except as indicated, all references to “you” in this Agreement after this paragraph shall mean the organization, and (ii) by clicking the [“Accept and install”] button you represent and warrant (x) that you are currently employed by the organization and have the authority and legal ability to enter into this Agreement on behalf of the organization, and (y) the organization agrees to be bound by all of the terms of this Agreement.

If you do not agree to the terms and conditions of this Agreement, then do not install the Plugin.

Copies of this agreement are available for download and printing by using current web browser software and going to https://www.katalon.com/terms/#standard-plugin-license-agreement.

This is a license and not a sale. The Plugin with which this Agreement is provided is licensed to you under the following terms and conditions which define what you can and cannot do with the Plugin. This Agreement comprises the entire agreement between you and Licensor, and supersedes any other agreement, terms or promises, oral or written, with respect to the subject matter of this Agreement.

INTRODUCTION

“Katalon Studio” is Katalon’s test automation software for API, web, and mobile testing which is available via the Katalon Store. The Plugins are designed to be used with your permitted use of Katalon Studio only. There is a separate license for Katalon Studio which you must enter into in order to use Katalon Studio.

LICENSE

Subject to the terms and conditions of this Agreement, Licensor grants you a nonexclusive, nontransferable, nonsublicensable license to use the Plugin solely on your computers as part of your permitted use of Katalon Studio. You may also use the documentation that accompanies the Plugin or is may be made available at http://docs.katalon.com (the “Documentation”) solely in connection with your use of the Plugin. You may make a reasonable number of copies of the Plugin and Documentation in connection with your use. This license only applies to the version of the Plugin you have installed and not any future versions.

TRIAL USE

If you have obtained the Plugin on a trial basis, the Plugin may be used on a trial basis for a period of 14 days from the date of download (“Trial Period”). At the end of the Trial Period unless you purchase the full license to the Plugin, the Plugin will stop working, the license will terminate and you shall remove and delete all copies the Plugin in accordance with the terms of this Agreement. If you purchase the full version, you will need to refresh the plugin list in your copy of Katalon Studio in order to complete activation of the full version.  If the Plugin you have downloaded is made available without charge, then this section does not apply.

FEES AND PAYMENT

You will pay the fees for use of the Plugin in accordance with the terms of the Katalon Store. All fees are nonrefundable.

LIMITATIONS

You may not access the Plugin if you are or become Katalon’s direct competitor, except with Katalon’s prior written consent. Your use of the Plugin is limited to use within Katalon Studio and is conditioned upon you having a valid, current license to Katalon Studio. You may not use the Plugin for purposes of monitoring the Plugin’s performance or functionality or for any other benchmarking or competitive purposes. You acknowledge and agree that the Plugin and all Documentation and the information in them represent Licensor’s and/or its licensors’ confidential and proprietary information. You agree to keep all such information confidential by exercising the necessary care required to prevent its disclosure and not to disclose or use such information for any purpose whatsoever other than as expressly authorized by this Agreement.

RESERVATION OF RIGHTS

Except for the limited rights expressly granted above in this Agreement, Licensor on behalf of itself and its licensors reserves all rights, title and interest in and to the Plugin, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth above in this Agreement. Without limiting the generality of the foregoing, you may not (a) distribute outside your organization, sublicense, copy, modify, or publicly display the Plugin, (b) use on behalf of any third party, or permit any third party to use, the Plugin, (c) decompile or reverse engineer the Plugin; (d) remove any proprietary rights notices on the Plugin, or (e) attempt to gain unauthorized access to the Plugin or circumvent any security measures within the Plugin. If you believe you are entitled to reverse engineer the Plugin because of rights that may be granted as a matter of local law, such as the Directive 2009/24/EC of the European Parliament and of the Council of 23 April 2009 on the legal protection of computer programs (as amended), then (1) you shall first request the technical information from Licensor, (2) this technical information may be used only for the purposes of ensuring interoperability and compatibility, and (2) the technical information will be considered Licensor’s confidential information and treated as such according to the terms set forth in this Agreement.

SUPPORT

Any support for the Plugin will be provided separately by the Licensor to you in accordance with Licensor’s policies, which may include entry into a separate agreement.

TERMINATION

Your license to the Plugin and Documentation terminates immediately upon the earlier to occur of the following: (a) when you stop using the Plugin, (b) upon your breach of any of the terms contained in this Agreement, or (c) upon termination of your Katalon Studio license. Upon termination for any reason, you shall immediately destroy all copies of the Plugin and any related Documentation in your possession or control. However, you may retain the test scripts, related reports, and other data you generated using the Plugin.

DISCLAIMERS

LICENSOR AND KATALON MAKE NO, AND DISCLAIMS, ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Without limiting the foregoing, you agree that Licensor, Katalon and their officers, directors, agents, and employees, shall have no liability for errors or omissions in the output of the Plugin, such outputs including, without limitation, the quality or accuracy of any screen displays or reports, in the transmission and reception of data, or in the processing of such data by the Plugin.

LIMITATION OF LIABILITY

IN NO EVENT WILL LICENSOR, KATALON OR THEIR OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, BE LIABLE TO YOU UNDER THIS AGREEMENT OR OTHERWISE, REGARDLESS OF THE FORM OF CLAIM OR ACTION, IN AN AMOUNT THAT EXCEEDS THE GREATER OF (A) THE FEES YOU HAVE PAID FOR THE PLUGIN OR (B) $100. IN NO EVENT WILL LICENSOR, KATALON OR THEIR OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, BE LIABLE TO YOU FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES OR COSTS (INCLUDING LEGAL FEES AND EXPENSES) OR LOSS OF GOODWILL OR PROFIT IN CONNECTION WITH THE PLUGIN OR THIS AGREEMENT, EVEN IF THOSE PERSONS OR ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so this paragraph may not apply to you.

COMMUNICATIONS

Communications regarding the Plugin and Documentation can be made via the means provided by the Licensor. Licensor may contact and notify you at the email address you provided as part of your Katalon account. You are required to keep your contact information current.

GOVERNING LAW AND LANGUAGE

This Agreement is governed by the laws of the state of Georgia, USA, without regard to choice or conflicts of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The official language of this Agreement is English. All contract interpretations, notices and dispute resolutions shall be in English. Translations of any of these documents are not to be construed as official or original versions of the documents.

KATALON

Licensor is not an agent or employee of Katalon and is not responsible for the Plugin and all the license grants and obligations in this Agreement are solely Licensor’s responsibility. Nothing in this Agreement grants you any rights in Katalon products or services. You hereby release Katalon, its affiliate and its and their respective agents, assigns, attorneys, accountants, employees, officers, directors, successors, predecessors, representatives from any all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, demands, damages, actions, causes of action or suits of any kind or nature whatsoever, whether known or unknown, accrued or unaccrued, related to the Plugins. However, you acknowledge that Katalon is a third party beneficiary of this Agreement.

LIMITATION OF ACTIONS

No action arising out of this Agreement, regardless of form, may be brought by you more than one year after the date the cause of action has accrued.

EXPORT COMPLIANCE

The Plugin may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you as an individual and your organization are not named on any U.S. government denied-party list. You shall not use or export the Plugin in violation of any U.S. export law or regulation.

U.S. GOVERNMENT END-USE PROVISIONS

The following applies to all acquisitions of the Plugin and Documentation by or for the U.S. government or by any prime contractor or subcontractor under any contract, grant or other activity with the U.S. government. The Plugin and Documentation and services utilizing the Plugin and Documentation provided under this Agreement are “commercial items” as that term is defined at 48 C.F.R. 2.101 consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and other applicable acquisition regulations and are provided to the U.S. Government only as a commercial item. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202, all U.S. Government users and licensees acquire the Plugin and its associated services and Documentation with only those rights and subject to the restrictions set forth in this Agreement. Notwithstanding the foregoing, the Plugin and its associated services and Documentation may not be acquired by the U.S. government pursuant to a contract incorporating clauses prescribed by FAR Subpart 27.4 or DFARS Subpart 227.4.

MISCELLANEOUS

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement. No waiver or modification of any provision of this Agreement will be effective unless it is in writing, refers to this Agreement, and is signed by authorized representatives of the parties. No failure or delay by either party to exercise any right, power, or remedy constitutes a waiver of that right, power, or remedy. A party’s waiver of the performance of any covenant or any breach is not to be construed as a waiver of any succeeding breach or of any other covenant. If any provision of this Agreement requires judicial interpretation, this Agreement is not to be more strictly construed against one party than the other. If any provision of this Agreement is declared invalid by a court of competent jurisdiction, the provision will be ineffective only to the extent of the invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect. You may not assign, sublicense, or transfer this Agreement without the prior written consent of Licensor. Any attempt by you to sublicense, assign or transfer any rights, duties, or obligations hereunder is null and void.

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