End User License Agreement

Last updated: 3rd June 2020

License

Structurizr Limited grants you a non-exclusive, non-transferable, limited perpetual license to download, install, evaluate and use the Application strictly in accordance with the terms of this Agreement. A subscription grants you a perpetual license to use the Application on your own server, although Updates (as defined in this Agreement) will only be available for the duration of a valid subscription.

Restrictions

You agree not to, and you will not permit others to:

  • license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party.

  • modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Application.

  • remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Structurizr Limited or its affiliates, partners, suppliers or the licensors of the Application.

Intellectual Property

The Application, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of Structurizr Limited.

Updates to Application

Structurizr Limited may from time to time provide enhancements or improvements to the features/functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications ("Updates").

Updates may modify or delete certain features and/or functionalities of the Application. You agree that Structurizr Limited has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Application to you.

You further agree that all Updates will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement.

Updates will only be made available to you for the duration of a valid subscription, as specified in your license key.

Structurizr Limited reserves the right to modify, suspend or discontinue, temporarily or permanently, the Updates to the Application or any service to which the Application connects, with or without notice and without liability to you. Upon any such suspension or discontinuance, the perpetual licence for the then-current version of the Application installed on your server shall continue.

Content

The Application allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are responsible for the Content that you post to the Application, including its legality, reliability, and appropriateness.

All intellectual property rights in the Content belong to you and neither Structurizr Limited nor its providers and/or suppliers shall have access to the Content.

Third-Party Services

The Application may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services ("Third-Party Services").

You acknowledge and agree that Structurizr Limited shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Structurizr Limited does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.

Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

Term and Termination

This Agreement shall remain in effect until terminated by you or Structurizr Limited.

This Agreement will terminate immediately, without prior notice from Structurizr Limited, in the event that you fail to comply with any material provision of this Agreement.

Upon such termination for your breach of these terms, you shall delete all copies of the Application from your mobile device or from your computer. For the avoidance of doubt, your material breach of this Agreement shall be the sole basis on which Structurizr Limited may terminate this Agreement.

You may also terminate this Agreement by deleting the Application and all copies thereof from your mobile device or from your computer.

Termination of this Agreement will not limit either party's rights or remedies at law or in equity in case of breach by the other party (during the term of these Terms) of any of such other party's obligations under the present Agreement.

Indemnification

You agree to indemnify and hold Structurizr Limited and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees and expenses, which arise or result from your use of the Application, your breach of any terms and conditions of this Agreement, or your use of the Application in violation of any applicable law or regulation by (or knowingly and actively assisted by) you.

Structurizr Limited agrees to indemnify and hold you harmless from any claim or demand, including reasonable attorneys' fees and expenses, which arise or result from claim that your use of the Application (excluding your own Content) infringes or violates any third party's intellectual property right, including without limitation copyright or patent.

No Warranties

The Application is provided to you "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Structurizr Limited, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Application, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, Structurizr Limited provides no warranty or undertaking, and makes no representation of any kind that the Application will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither Structurizr Limited nor any Structurizr Limited's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Application, or the information, content, and materials or products included thereon; (ii) that the Application will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Application; or (iv) that the Application, its servers, the content, or e-mails sent from or on behalf of Structurizr Limited are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Limitation of Liability

Notwithstanding any damages that may be incurred, the entire liability of Structurizr Limited and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Application (if any) in the previous twelve (12) months.

To the maximum extent permitted by applicable law, in no event shall Structurizr Limited or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the Application, third-party software and/or third-party hardware used with the Application, or otherwise in connection with any provision of this Agreement), even if Structurizr Limited or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute waiver of any subsequent breach.

Amendments to this Agreement

Structurizr Limited reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole and reasonable discretion.

By continuing to access or use our Application after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Application.

Governing Law

The laws of Jersey, excluding its conflicts of law rules, shall govern this Agreement and your use of the Application. Your use of the Application may also be subject to other local, state, national, or international laws.

Contact Information

If you have any questions about this Agreement, please contact us.

Entire Agreement

The Agreement constitutes the entire agreement between you and Structurizr Limited regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between you and Structurizr Limited.

You may be subject to additional terms and conditions that apply when you use or purchase other Structurizr Limited's services, which Structurizr Limited will provide to you at the time of such use or purchase.