Plugin License Agreement

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”).

The Plugins are provided free of charge. 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.

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 $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.

(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.

(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.

(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.

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