By accessing or otherwise using OutSystems Platform on the Effective Date, you (“you” or, “End-Customer”) accept and agree to be bound by the following terms and conditions (“Agreement”). If you are entering this Agreement solely on behalf of a company and/or other legal entity or party, you represent and warrant that you have the legal authority to bind such company, legal entity and party to this Agreement, in which case "you" or “End-Customer” shall mean such company, legal entity and party. This Agreement is a legal agreement between you and OutSystems (“OutSystems”). If you do not agree with these terms and conditions, do not use OutSystems Platform.
The rights granted by this Agreement to End-Customers extend only to the OutSystems Platform software within the Image and not to any Microsoft Software Products within the Image.
The End-Customer’s use of any Microsoft Software Products within the Image shall be governed by Microsoft’s license terms.
1.1 In this Agreement, capitalized terms shall have the following meanings:
1.1.1 “Activation Code” means, a serial number issued to End-Customer by OutSystems to activate one OutSystems Platform. End-Customer acknowledges and accepts that each Activation Code provided by OutSystems has an expiration date ("Expiration Date").
1.1.2 “Confidential Information” refers to non-public information that either Party may obtain from the other or have access to by virtue of this Agreement, including, but not limited to, each Party’s data and each Party’s proprietary software and computer operations, all code, inventions, algorithms, business concepts, workflow, business and technical information, the terms and pricing under this Agreement, and all information clearly identified as confidential.
1.1.3 “Effective Date” means the date on which End-Customer has accepted this Agreement.
1.1.4“Image” means a virtual machine image published within the Store from which Customers may deploy virtual machines to run in Azure.
1.1.5 “Named User” means an individual authorized by End-Customer to access OutSystems Platform and use the Software included in it through the assignment of a credential.
1.1.6 “Non-Production Environment” means a software Environment that shall be used exclusively for development or test activities, and not for any business operations of the End-Customer or its Users.
1.1.7 “Software” means OutSystems Platform version made available to End-Customer on a Non Production Environment, under this Agreement.
1.1.8 “Server” means a single instance of an operating system used to execute the Software, independently of executing on physical or virtual hardware.
1.1.9 “Subscription” means the joint provision of Software licenses and Services by OutSystems order by End-Customer under a separate agreement.
1.1.10 “Support” means any Software support services provided by OutSystems as detailed in this Agreement and in the terms and conditions, of which the most recent version is available at www.outsystems.com/goto/outsystems-support-terms.
1.1.11 “Update” means a modification made by OutSystems to the Software and provided to End-Customer subject to the terms and conditions of this Agreement. Updates shall not include any version, option, or future products provided by OutSystems not included in the Subscription.
1.1.12 “User” means a Named User.
2.1 “Trial License” [If End-Customer is a company / legal person this Section 2.1 shall apply instead of the following Section 2.2.]. Subject to the terms and conditions of this Agreement, OutSystems hereby grants End-Customer a non-exclusive, non-transferable, non-sublicensable, revocable license, royalty-free, solely, to use the Software for internal testing, evaluation and non production purposes on a Non Production Environment.
2.2 “Personal License” [If End-Customer is an individual this Section 2.2 shall apply instead of the previous Section 2.1.]. Subject to the terms and conditions of this Agreement, OutSystems hereby grants End-Customer a non-exclusive, non-transferable, non-sublicensable, revocable license, royalty-free, solely, to use the Software for self-training or application development.
2.3 Manner of use. End-Customer may use the Software only in accordance with this Agreement.
2.4 End-Customer’s Account. [Applicable to the Trial License granted under Section 2.1]. Upon registration and acceptance of this Agreement, End-Customer will receive an Activation Code key for the Trial License that will allow it to use the Software on one Virtual Machine. End-Customer may not sell, transfer, sublicense or otherwise disclose your Activation Code and/or Keys to any other party or use them with any third party application(s), technology, website(s) or property. End-Customer is responsible for maintaining the secrecy and security of its Activation Code and/or Keys. End-Customer is fully responsible for all activities that occur using its Activation Code and Keys, regardless of whether such activities are undertaken by End-Customer or a third party. End-Customer shall notify OutSystems immediately i believed its Activation Code and/or Keys have been compromised or misappropriated in any way, including, without limitation, by a third party.
2.5. Non-transferable Code. All the Content generated under this Agreement can only be used in the context of the licensed granted hereunder and cannot be exported and reused in the context of any other OutSystems license unless such Content a) is made available as an open source software in the Outsystems Community or b) it is authorized by OutSystems, as may be the case.
2.6 No Support. OutSystems has neither duty nor obligation to provide Support or Updates.
2.7 Service Level. There is no service level availability commitment of any sort applicable to the Software under this Agreement.
3.1 End-Customer obligations. End-Customer shall: (i) be responsible for its, and its employees’, agents’ and contractors’ compliance with this Agreement; (ii) use all commercially reasonable efforts to prevent unauthorized access to or use of the Software and notify OutSystems promptly of any such unauthorized access or use; (iii) control access by its Users and be responsible for their use of the Software in accordance with this Agreement. End-Customer must promptly notify OutSystems about any possible misuse of its accounts or authentication credentials, or any security incident related to the Software.
3.2 Restrictions. End-Customer may not (and will not allow any third party to): (i) sell, rent, lease, license, sublicense, distribute, pledge, assign or otherwise transfer in whole or in part the Software, the Activation Code or any interest in them to another party; (ii) provide, disclose, divulge or make available to, or permit use of the Software in whole or in part by any third party without OutSystems’ prior written consent; (iii) modify, translate, adapt or create derivative works based on the Software, and/or the activation Code; (iv) export or re-export the Software or any derivative work thereof; (v) remove or modify any markings or any notice of OutSystems’ proprietary rights; (vi) use the Software to develop, test, host, or run and operate applications on behalf of third-parties to this Agreement, without OutSystems’ prior written consent; (vii) use the Software to provide third party training; (viii) disclose results of any Software benchmark tests to any third party without OutSystems’ prior written consent; (ix) use the Software in any way that is contrary to the terms and conditions of this Agreement; or (x) use the Software for any unlawful purposes. Except to the extent expressly permitted by this Agreement or applicable law, and to the extent that OutSystems is not permitted by that applicable law to exclude or limit the following rights, End-Customer may not decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from the Software, in whole or in part.
3.3 Compliance. By using the Software, End-Customer agrees to comply with all applicable domestic and international laws, statutes, ordinances and regulations that govern its use of the Software. End-Customer also agrees to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. Further, End-customer agrees to comply with all applicable export or import laws of the United States and any other applicable country. Failure to comply with this Section may result in deletion of the offending Content without prior notice and/or termination of End-Customer’s use of the Software under this Agreement.
OutSystems retains all right, title, and interest in and to the Software (and any copies thereof), the Activation Code, the Keys and in all related copyrights, trade secrets, patents, trademarks, and any other intellectual and industrial property and proprietary rights, including registrations, applications, renewals, and extensions of such rights. End-Customer is not granted any rights to any trademarks or service marks of OutSystems. Nothing in this Agreement shall be interpreted to grant (by implication or otherwise) any license or rights to End-Customer except as expressly stated herein. OutSystems retains all rights not expressly granted to End-Customer in this Agreement.
5.1 Third-Party Software Warranty and Liability Disclaimer. OUTSYSTEMS DOES NOT PROVIDE ANY WARRANTY OR ASSUME ANY LIABILITY FOR ANY THIRD PARTY / RESELLER CONTENT AND / OR RELATED SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OUTSYSTEMS BE LIABLE TO END-CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, GOODWILL, DATA OR DATA USE), WHICH IN ANY WAY MAY ARISE OUT OF OR RELATE TO ANY THIRD PARTY OR RESELLER SOFTWARE LICENSE AND / OR RELATED SERVICES.
6.1 Use and Disclosure. During this Agreement and for a period of 5 years following its termination, each Party shall hold in confidence and not use for any purposes unrelated to this Agreement or disclose to any third party (except the Party’s employees, agents or contractors who have a need to know and who are subject to confidentiality obligations at least as restrictive as those herein) any Confidential Information of the other Party. Each Party agrees to take all reasonable steps to ensure that the Confidential Information is not disclosed or distributed by its employees, contractors or agents in violation of the terms of this Agreement.
6.2 Permitted Disclosures. Either Party may disclose Confidential Information of the other Party either (i) in response to a valid order by a court or other governmental or regulatory body, (ii) as otherwise required by law, or (iii) as necessary to establish the rights of either Party under this Agreement; provided such Party promptly notifies the other Party of such request and allows it the opportunity to object or to seek a protective order.
6.3 Non-Confidential Information. The Parties shall not be obligated under this “CONFIDENTIALITY” clause with respect to Confidential Information that: (i) is or becomes a part of the public domain through no act or omission of the receiving Party; (ii) was in the receiving Party’s lawful possession without restriction prior to the disclosure and had not been obtained by the receiving Party either directly or indirectly from the disclosing Party; (iii) is lawfully disclosed to the receiving Party by a third party without restriction on the disclosure; or (iv) is independently developed by the receiving Party without access to the Confidential Information.
6.4 Destruction or Return. Except as otherwise authorized or required in furtherance of the purposes of this Agreement, promptly upon a request by the disclosing Party, the receiving Party will destroy (and so certify it in writing) or return to the disclosing Party all Confidential Information and all documents or media containing any such Confidential Information and all copies or extracts thereof.
In the event OutSystems has access to information relating to an identified or identifiable natural person through the execution of this Agreement (“Personal Data”), OutSystems shall process any Personal Data at all times in full compliance with the applicable data protection laws. To find out more about our privacy practices, see our Privacy Statement.
8.1 Term of Agreement. This Agreement shall commence on the Effective Date and continue until the Expiration Date.
8.2 Termination. Either Party may terminate this Agreement at any time for any reason or no reason by providing the other Party advance written notice thereof. End-Customer agrees that any termination of its access to the Software under any provision of this Agreement may be effected without prior notice.
8.3 Effect of Termination. Upon any expiration or termination of this Agreement, the rights and licenses granted to End Customer under this Agreement shall immediately terminate, the End-Customer’s use of the Software shall be automatically cancelled. OutSystems is not liable for any damages incurred by End-Customer or any third parties as a result of the termination of End-Customer’s use of the Software in conformity with this” TERM AND TERMINATION” clause. Termination or expiration is not an exclusive remedy and all other remedies will be available whether or not termination occurs.
OutSystems does not promise that the Software will be uninterrupted, error-free, or completely secure. End-Customer acknowledges that there are risks inherent in Internet connectivity that could result in the loss of End-Customer’s privacy, Confidential Information and/or Content. OutSystems has no obligation to provide security other than as stated in this Agreement. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUTSYSTEMS DOES NOT GUARANTEE OR WARRANT THAT THE SOFTWARE WILL PERFORM ERROR-FREE OR UNINTERRUPTED OR THAT OUTSYSTEMS WILL BE ABLE TO CORRECT ANY SOFTWARE ERRORS. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, GOODWILL, DATA OR DATA USE) ARISING FROM THIS AGREEMENT, WHETHER UNDER THEORY OF CONTRACT, TORT OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUTSYSTEMS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) END-CUSTOMER’S INABILITY TO USE THE SOFTWARE, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR END-CUSTOMER’S USE OF OR ACCESS TO THE SOFTWARE OR, (II) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SOFTWARE FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY END-CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR END-CUSTOMER’S USE OF OR ACCESS TO THE SOFTWARE; (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF END-CUSTOMER’S CONTENT OR OTHER DATA, OR (E) FOR ANY REASON BEYOND ITS CONTROL, AS MAY BE THE CASE.
Non-performance of either Party will be excused to the extent that performance is rendered impossible by strike, fire, flood, earthquake, government acts or orders or restrictions, failure of supplier, internet service provider failures or delays, denial of service attacks or any other reason where the failure to perform is beyond the reasonable control of and not caused by the negligence or intentional acts or omissions of the non-performing Party.
12.1 General. The applicable OutSystems entity with which End-Customer is contracting under this Agreement, to whom End-Customer should direct notices under this Agreement, the governing law applicable to this Agreement, including any lawsuit or disputes arising out of or in connection with it, and which courts can adjudicate any such lawsuit, shall be determined as set forth below based on where End-Customer is located as set forth in its signature block below.
12.2 Manner of Giving Notice. Except as otherwise specified in this Agreement, any notice, consent, approval, or other communication intended to have legal effect to be given under this Agreement(“Notices”) must be in writing and will be delivered (as elected by the Party giving such notice): (i) personally or (ii) by registered mail. Unless otherwise provided herein, all Notices will be deemed to have been duly given on the date of receipt (or if delivery is refused, the date of such refusal) if delivered personally or by mail. Notices hereunder will be sent to the contact and addresses set forth in section 12.1 above. Either Party may change the address to which Notices shall be sent by giving Notice to the other Party in the manner herein provided. Notices shall be written in English language.
12.3 Agreement to Governing Law and Jurisdiction. Each Party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.
12.4 Waiver of Jury Trial. Each Party hereby waives any right to jury trial (where applicable) in connection with any action or litigation in any way arising out of or related to this Agreement.
13.1 OutSystems’ Services. OutSystems’ services, including the access to a variety of resources such as developer tools, download areas, communication forums and product information through OutSystems’ network of Web properties (including any updates, enhancements, new features, and/or the addition of any new Web properties) and other content that OutSystems makes available from time to time (the "Services") are governed by the OutSystems’ Services Terms of Use (“Terms of Use”), available at www.outsystems.com/legal/terms-of-use. End-Customer agrees that End-Customer accepts such Terms of Use by accessing or otherwise using those Services. OutSystems may, from time to time, in its own reasonable discretion, change the Terms of Use, in whole or in part.
13.2 Assignment. This Agreement is not assignable or transferable by either Party without the prior written consent of the other.
13.3 Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect, expect to the extent such invalid provision relates to essential aspects of the Agreement.
13.4 No Waiver of Rights. The failure of either Party to enforce any of the provisions of this Agreement, or the failure to require performance by the other Party of any of the provisions of this Agreement, shall not be construed to be a present or future waiver of such provisions, nor affect the validity of either Party’s right to enforce such provision in future.
13.5 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorized representative of both Parties.
13.6 Survival. Clauses and / or sections 3.3, 4, 6, 9, 10, 12 and 13 of this Agreement shall survive termination, without prejudice to other obligations that, pursuant to the applicable law or to this Agreement, shall also remain in force after termination date.