Customers purchasing Mattermost Enterprise Edition from a reseller must agree to the following terms & conditions in order to be provided a license key or use Mattermost Enterprise Edition software.
Mattermost Enterprise Edition Subscription Terms for Purchase by Resale
- Licenses. Subject to the Customer’s compliance with the terms and conditions of this Agreement, Mattermost hereby grants to Customer a limited, non-exclusive, non-transferable, global, non-sublicensable license to (1) internally run and use the number of concurrent instances of the Licensed Software to manage internal corporate communications and invite external users to communicate via the number of unique users (employees, contractors, and invited third parties) for which Customer has a current subscription to the Mattermost Enterprise Edition; and (2) use the documentation, training materials or other materials supplied by Mattermost the “Other Mattermost Materials”) to enable the internal use specified above. Customer’s licenses shall terminate upon any termination of the Agreement.
- Intellectual Property Ownership. Except to the extent licenses are expressly granted under the terms of an applicable license, Mattermost alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Licensed Software and any suggestions, ideas, enhancement requests, feedback, code, recommendations or other information provided by Customer or any Active User or any third party relating to the Licensed Software, which are hereby assigned to Mattermost. Customer will not copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Licensed Software, or any intellectual property rights. Customer shall not remove, alter or obscure any of Mattermost’s (or its licensors’) copyright notices, proprietary legends, trademark or service mark attributions, patent markings or other indicia of Mattermost’s (or its licensors’) ownership or contribution from the Licensed Software. Additionally, Customer agrees to reproduce and include Mattermost’s (and its licensors’) proprietary and copyright notices on any copies of the Licensed Software, or on any portion thereof, including reproduction of the copyright notice. Customer and its licensors shall (and Customer hereby represents and warrants that they do) have and retain all right, title and interest (including, without limitation, sole ownership of) all information, content and data provided by or on behalf of Customer and made available or otherwise distributed through use of the Licensed Software (“Content”) and the intellectual property rights with respect to that Content. Customer will indemnify, defend and hold Mattermost harmless from all liability, damages, settlements, attorney fees and other costs and expenses in connection with any such claim related to the Content, as incurred. Mattermost may participate in the defense and/or settlement of any applicable Claim with counsel of its choosing at its own expense.
- License Restrictions. Except as expressly authorized, Customer will not, and will not permit any third party to: reverse engineer (except as expressly required by law) or otherwise derive the source to the Licensed Software, use the Licensed Software for any purpose other than as specifically authorized, or in such a manner that would enable access to the Licensed Software by anyone for whom Customer has not purchased a current subscription; use the Licensed Software or any other Mattermost software for timesharing or service bureau purposes or for any purpose other than its own internal use (including without limitation, sublicensing, distributing, selling, reselling any of the foregoing); use the Licensed Software in connection with any high risk or strict liability activity (including, without limitation, military applications, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like); use the Licensed Software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or use the Licensed Software in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous (including without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any user authentication or security process), (2) impersonates any person or entity, including without limitation any employee or representative of Mattermost, or (3) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs). Customer will be responsible for maintaining the security of Customer’s account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account with or without Customer’s knowledge or consent.
- Limitation of Liability. CUSTOMER AND EACH ACTIVE USER AGREES THAT DESPITE ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, MATTERMOST SHALL NOT BE LIABLE TO CUSTOMER OR ANY ACTIVE USER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY INCLUDING LIABILITY FOR: (I) ANY INTERRUPTION OF USE, LOSS OR CORRUPTION OF DATA OR LOST BUSINESS OR PROFITS OR (II) ANY COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR RIGHTS OR (III) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE CUSTOMER OR ACTIVE USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY DESPITE THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN ALL CASES, THE MAXIMUM AGGREGATE LIABILITY OF MATTERMOST UNDER ANY AND ALL THEORIES OF LIABILITY SHALL NOT EXCEED THE FEES PAID BY THE CUSTOMER IN THE 12 MONTHS PRECEDING ANY CLAIM.
- Warranty Disclaimer. Reseller disclaims on behalf of Mattermost any and all warranties, express, implied and statutory, including without limitation any implied warranties of non-infringement, satisfactory quality, merchantability or fitness for a particular purpose.
- Export Regulations. The Licensed Software is regulated by the Department of Commerce and Export Administration Regulations. Customer and Active User shall not transfer, export or re-export, directly or indirectly, the Licensed Software to any Prohibited Entity, and Customer and Active User affirms that it is not a Prohibited Entity or acting on behalf of any Prohibited Entity. A Prohibited Entity includes any person or entity that is identified on the Denied Persons List issued by the U.S. Bureau of Industry and Security or otherwise prohibited from receiving the Licensed Software by the U.S. Export Administration Regulations.
- High Risk Activities. The Licensed Software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, air traffic control, or direct life support machines, in which the failure of the Licensed Software could lead directly to death, personal injury, or severe physical or environmental damage.
- Third Party Beneficiary. Customer and each Active User agrees that (1) Mattermost is a third-party beneficiary to this Agreement; and (2) the terms thereof are made expressly for the benefit of Mattermost and are enforceable by Mattermost.