
DEVELOPER LICENSE AGREEMENT 

PLEASE READ THIS DEVELOPER LICENSE AGREEMENT BEFORE USING THE PRODUCTS.
BY USING THE PRODUCTS, DEVELOPER SIGNIFIES ITS ASSENT TO THIS AGREEMENT.
IF YOU ARE ACTING ON BEHALF OF AN ENTITY, THEN YOU REPRESENT THAT YOU HAVE
THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY.
IF DEVELOPER DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN IT MUST NOT
USE THE PRODUCTS.

This Developer License Agreement is between Nginx, Inc. ("Nginx"), with its
principal place of business at 85 Federal Street, San Francisco, CA 94107
and the user of Nginx's Products that accepts the terms of this Agreement
("Developer"). The effective date of this Agreement ("Effective Date") is
the date that Developer uses Nginx's Product. Capitalized terms have the
meanings set forth in the sections in which they are used and in Section 9
below.

1. License Grant and Restrictions.

1.1. Subject to the terms and conditions of this Agreement, Nginx grants to
Developer, during the Term a limited, non-exclusive and nontransferable
license to use the Documentation and Products, in object code form, solely
for development purposes. In no event may Developer use the Products for
production purposes under the terms of this Agreement.

1.2. Except as otherwise expressly permitted in this Agreement, Developer
shall not itself, or through any parent, subsidiary, affiliate, agent or
other third party: (a) sell, lease, license, distribute, sublicense or
otherwise transfer in whole or in part, any Products or the Documentation to
a third party; (b) decompile, disassemble, translate, reverse engineer or
otherwise attempt to derive source code from the Products; (c) allow access
or permit use of the Products by any third party except authorized
third-party contractors solely to provide services to Developer, provided
that Developer shall be liable for all acts and omissions of such authorized
third-party contractors; (d) circumvent the license keys embedded within the
Products or the Product repository; (e) circumvent or alter the activation
process in place with respect to the Products; (f) claim certification by
Nginx of applications or solutions developed with the Products; (g) modify
or create derivative works based upon the Products or Documentation; (h)
disclose the results of any benchmark test of the Products to any third
party; or (i) change any proprietary rights notices which appear in the
Products or Documentation.

1.3. Copies.
Developer may make up to two copies of the Products for backup and/or
archival purposes.

1.4. Open Source Software.
The Products may include individual open source software components, each of
which has its own copyright and its own applicable license conditions. These
open source software components are licensed to Developer under the terms of
the applicable open source license conditions and/or copyright notices that
can be found in the licenses file, the Documentation or other materials
accompanying the Products.

2. Audit.

During the Term and for one (1) year following termination or expiration
(but no more than once in a calendar year), Nginx and its auditors may
inspect Developer’s records relating to its reproduction and use of the
Products for the purposes of verifying Developer’s compliance with this
Agreement. Developer shall cooperate fully with Nginx and its auditors in
conducting audits and provide reasonable assistance. If it is found that
Developer has used the Products in violation of the terms of this Agreement,
in additional to all other rights to which Nginx may be entitled, Developer
shall promptly reimburse Nginx for the cost of the audit.

3. Ownership.

Notwithstanding anything to the contrary, except for the limited license
rights expressly provided in this Agreement, Nginx has and will retain all
rights, title and interest in and to the Products and Documentation
(including, without limitation, all patent, copyright, trademark, trade
secret and other intellectual property rights) and all copies, modifications
and derivative works thereof. Developer acknowledges that it is obtaining
only a limited license right to the Products and that irrespective of any
use of the words “purchase,” “sale,” or like terms hereunder no ownership
rights are being conveyed to Developer under this Agreement or otherwise. 

4. Warranty Disclaimer.

THE PRODUCTS AND DOCUMENTATION ARE PROVIDED “AS-IS” AND NGINX AND ITS
SUPPLIERS MAKE NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, INTEGRATION, NON-INFRINGEMENT, TITLE, PERFORMANCE, AND
ACCURACY AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING,
COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING DISCLAIMER, THE PRODUCTS AND DOCUMENTATION ARE NOT DESIGNED,
MANUFACTURED OR INTENDED FOR USE IN THE PLANNING, CONSTRUCTION, MAINTENANCE,
CONTROL, OR DIRECT OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION,
CONTROL OR COMMUNICATION SYSTEMS, WEAPONS SYSTEMS, OR DIRECT LIFE SUPPORT
SYSTEMS. NGINX DOES NOT WARRANT THAT THE PRODUCTS WILL OPERATE UNINTERRUPTED
OR BE FREE FROM DEFECTS OR THAT THE PRODUCTS ARE DESIGNED TO MEET
DEVELOPER’S REQUIREMENTS. DEVELOPER ACKNOWLEDGES THAT NGINX HAS NO
RESPONSIBILITY FOR ANY HARDWARE ON WHICH DEVELOPER INSTALLS OR EXECUTES THE
PRODUCTS. 

5. Limitation of Liability.

IN NO EVENT WILL NGINX OR ITS SUPPLIERS BE LIABLE UNDER THIS AGREEMENT FOR
ANY INDIRECT, RELIANCE, PUNITIVE, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR
INCIDENTAL DAMAGES OF ANY KIND AND HOWEVER CAUSED. IN NO EVENT WILL NGINX’S
CUMULATIVE LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT
EXCEED ONE THOUSAND DOLLARS (US$1,000). IN NO EVENT WILL NGINX’S SUPPLIERS
HAVE ANY LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT.
THE PROVISIONS OF THIS SECTION 5 ALLOCATE RISKS UNDER THIS AGREEMENT BETWEEN
DEVELOPER, NGINX AND NGINX'S SUPPLIERS. THE FOREGOING LIMITATIONS,
EXCLUSIONS AND DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.

6. Term and Termination.

This Agreement shall commence on the Effective Date and continue until
terminated as set forth in this Agreement (“Term”). Either party may
terminate this Agreement in the event that the other party breaches this
Agreement and does not cure such breach within thirty (30) days of receipt
of written notice. The license granted in Section 1 of this Agreement
automatically terminates 12 months from the Effective Date. Upon the
termination of such license, Developer must de-install and destroy the
Products, all associated Documentation and Nginx Confidential Information
and certify such de-installation and destruction in writing to Nginx.
Sections 1.2 and 2-9 shall survive the termination of this Agreement. 

7. Confidentiality.

For a period of five (5) years from the date of disclosure of the applicable
Confidential Information, the Receiving Party shall (a) hold the
Confidential Information of the Disclosing Party in trust and confidence and
avoid the disclosure or release of such Confidential Information to any
other person or entity by using the same degree of care as it uses to avoid
unauthorized use, disclosure, or dissemination of its own Confidential
Information of a similar nature, but not less than reasonable care, and (b)
not use the Confidential Information of the Disclosing Party for any purpose
whatsoever except as expressly contemplated under this Agreement; provided
that, to the extent the Confidential Information constitutes a trade secret
under law, the Receiving Party agrees to protect such information for so
long as it qualifies as a trade secret under applicable law. The Receiving
Party shall disclose the Confidential Information of the Disclosing Party
only to those of its employees and contractors having a need to know such
Confidential Information and shall be liable for all violations of this
Section 7 by its employees and contractors. The obligations under this
Section shall not apply to information that the Disclosing Party can
demonstrate (i) was in its possession at the time of disclosure and without
restriction as to confidentiality, (ii) at the time of disclosure is
generally available to the public or after disclosure becomes generally
available to the public through no breach of this Agreement or other
wrongful act by the Receiving Party, (iii) has been received from a third
party without restriction on disclosure and without breach of this Agreement
by the Receiving Party, or (iv) is independently developed by the Receiving
Party without regard to the Confidential Information. In addition, the
Receiving Party may disclose Confidential Information as required to comply
with binding orders of governmental entities that have jurisdiction over it,
provided that the Receiving Party gives the Disclosing Party reasonable
written notice if legally permitted to do so. Notwithstanding anything to
the contrary, Developer acknowledges and agrees that Nginx, its employees
and agents shall be free to use and employ their general skills, know-how,
and expertise, and to use, disclose, and employ any generalized ideas,
concepts, know-how, methods, techniques or skills gained or learned during
the course of Nginx’s performance under this Agreement.

8. General.

8.1. Entire Agreement.
This Agreement constitutes the entire agreement between the parties
concerning the subject matter of this Agreement which does not include the
use of the Products in violation of the terms of this Agreement. No
amendment, modification or waiver of any provision of this Agreement shall
be effective unless in writing and signed by both parties. This Agreement
supersedes all prior or contemporaneous discussions, proposals and
agreements between the parties relating to the subject matter of this
Agreement. 

8.2. Severability.
If any provision of this Agreement is held to be invalid or unenforceable,
the remaining portions shall remain in full force and effect and such
provision shall be enforced to the maximum extent possible so as to effect
the intent of the parties and shall be reformed to the extent necessary to
make such provision valid and enforceable. 

8.3. Waiver.
No waiver of rights by either party may be implied from any actions or
failures to enforce rights under this Agreement. 

8.4. Force Majeure.
Neither party shall be liable to the other for any delay or failure to
perform due to causes beyond its reasonable control. 

8.5. No Third Party Beneficiaries.
Unless otherwise specifically stated, the terms of this Agreement are
intended to be and are solely for the benefit of Nginx and Developer and do
not create any right in favor of any third party. 

8.6. Governing Law and Jurisdiction.
This Agreement shall be governed by the laws of the State of New York,
without reference to the principles of conflicts of law. The provisions of
the Uniform Computerized Information Transaction Act and United Nations
Convention on Contracts for the International Sale of Goods shall not apply
to this Agreement. Any litigation related to this Agreement shall be brought
in the state or federal courts located in New York, New York, and only in
those courts and each party irrevocably waives any objections to such venue. 

8.7. Notices.
All notices must be in writing and shall be effective three (3) days after
the date sent to the other party’s headquarters, Attention Legal Department.

8.8. Government Regulation.
Developer agrees to comply with all applicable laws and regulations with
respect to its performance under this Agreement, including without
limitation, all anti-corruption and export laws. The Products and
accompanying Documentation are deemed to be “commercial computer software”
and “commercial computer software documentation”, respectively, pursuant to
DFAR Section 227.7202 and FAR Section 12.212(b), as applicable. Any use,
modification, reproduction, release, performing, displaying or disclosing of
the Products and Documentation by the U.S. Government shall be governed
solely by the terms of this Agreement. 

8.9. Non-Solicitation.
Neither party may hire, or directly or indirectly solicit or employ, any
employee or contractor of the other party during the term of this Agreement
and for two (2) years after the termination of this Agreement; provided,
however, that nothing contained herein will prevent a party from hiring any
such employee or contractor who responds to a general hiring program
conducted in the ordinary course of business or who approaches such party on
a wholly unsolicited basis.

9. Definitions.

“Confidential Information” means any and all information or proprietary
materials (in every form and media) which should reasonably be considered
confidential and which has been or is hereafter disclosed or made available
by one party to the other party under this Agreement in connection with the
transactions contemplated under this Agreement. 

“Disclosing Party” means the party to this Agreement disclosing Confidential
Information to the other party.

“Documentation” means the electronic user and administrative manuals
contained within the Products.

“Products” means the products licensed by Nginx to Developer.

“Receiving Party” means the party to this Agreement receiving Confidential
Information from the other party.

