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LICENSE
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LICENSE
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Broadleaf Fair Use License Agreement - Version 1.0
BY USING THE SOFTWARE, YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AGREE THAT THIS COMMUNITY FAIR USE LICENSE
AGREEMENT ("AGREEMENT") IS ENFORCEABLE LIKE ANY WRITTEN CONTRACT SIGNED BY YOU. IF YOU DO NOT AGREE TO ALL THE TERMS
OF THIS AGREEMENT, DO NOT USE THE SOFTWARE. THE SOFTWARE YOU HAVE RECEIVED WITH OR SUBJECT TO THIS LICENSE IS THE
SOFTWARE FOR COMMUNITY USE ("COMMUNITY SOFTWARE") AND IS SUBJECT TO VERY SPECIFIC LIMITATIONS BELOW. IF YOU EXCEED
SUCH LIMITATIONS, THEN YOU WILL BE IMMEDIATELY REQUIRED TO PURCHASE A PAID PRODUCT AND LICENSE FEES WILL BE DUE FOR
ANY PERIOD OF SUCH PAST USE IN VIOLATION HEREOF.
1. Definitions.
1.1 "Broadleaf" means Broadleaf Commerce, LLC a Texas limited liability company, with offices located at
5550 Granite Parkway, Suite 155, Plano, Texas 75024 USA.
1.2 "Internal Business Purpose" means the use of any of the Community Software, associated documentation or other
materials, as applicable, only for your internal business use with your systems, networks, devices and data. Such use
does not include use of your systems, networks or devices as part of services you provide for a third party's benefit
or for competing with Broadleaf.
1.3 "Software" means (a) all of the contents of the files with which this Agreement is provided; or such contents as
are hosted by Broadleaf; (b) any Updates; and (c) any documentation regarding such.
1.4 "Territory" means worldwide, except for any countries under embargo or as restricted by the US government.
1.5 "Updates" means upgrades, updates, or any new version of Community Software that is made available to you, but does
not mean a new Broadleaf product.
1.6 "Use", "Used" or "Using" means to access, install, download, copy, prepare derivative works of, privately perform
and display, and use the Community Software subject to any limitations herein.
2. License. Subject to your compliance with the terms of this Agreement, termination hereof and unless otherwise
varied by Broadleaf in writing to you, Broadleaf hereby grants to you a perpetual, non-exclusive, non-transferable,
non-assignable, revocable (under the conditions of this Agreement), personal, license to Use the Community Software
in the Territory at no additional charge so long as: (i) your Use is solely for the purposes provided by Broadleaf
in this Agreement; (ii) your Use is for Internal Business Purposes; or iii) you, your entity, and/or any affiliate
has not generated more than $5,000,000 USD in gross revenue in any twelve (12) month period during the period of
Use. If you are found to be using the Community Software beyond any of the terms or limitations contained in
this Section and/or the broader Agreement, you shall immediately pay Broadleaf a license Fee for such usage of
the Community Software and those terms set forth in the Broadleaf Enterprise EULA
(located at http://www.broadleafcommerce.com/license/commercial) will be binding once paid. For purposes of
calculation of such usage, any metric will include you, your entity, and all affiliates, meaning legal entities
controlling, controlled by, or under common control with you. The Community Software licensed will either be
substituted with the Broadleaf Enterprise Software as defined under that agreement or will simply be governed
thereby. In the event Community Software contains or uses third party software, Broadleaf will have no
responsibility and claims no right with respect to such third party software. Your use of such third party
software and other copyrighted material is governed by their respective terms you acknowledge that the Community
Software may contain bugs, errors and other problems that could cause system or other failures and data loss or
have less functionality than a paid for version of the Broadleaf Software ("Paid Products"). Broadleaf is under
no obligation to provide or continue providing Community Software or any Updates thereto. If you violate the
terms of this Agreement or Broadleaf terminates it under Section 6, below, your license and all rights hereunder
shall immediately cease and you must return or destroy the Community Software within ten (10) days thereof.
3. Special Terms Applicable to the Community Software. You acknowledge that any research or development that you
perform regarding the Community Software or any product associated with the Community Software is done entirely
at your own risk and subject to this Agreement and restrictions herein. If you submit any information or feedback
to Broadleaf regarding testing and use of the Community Software, including error or bug reports; you agree to
grant Broadleaf a perpetual, non-exclusive, fully-paid up, royalty-free, worldwide license to use, copy, distribute,
make derivative works and incorporate the feedback into any Broadleaf Product at Broadleaf's sole discretion.
Redistribution in source code or other forms must include a copy of this license document and any redistribution
of the Community Software is only allowed subject to this license.
4. Restrictions. You (or a third party acting on your behalf) may not: (i) sell, lease, rent, loan, or resell,
with or without consideration, the Community Software; (ii) permit third parties to benefit from the use or
functionality of the Community Software via a timesharing, service bureau or other arrangement; (iii) Use the
Community Software to compete with Broadleaf or any other Broadleaf offerings; (iv) use the Community Software
to investigate a claim or as the basis of a claim against Broadleaf; or (v) violate the usage restrictions in
this Agreement. Any consultant, contractor, or agent hired to perform services for you may operate the Community
Software on your behalf under these terms and conditions, provided that you remain fully liable for any and all
acts or omissions by such third parties related to this Agreement. This license does not grant you any right in
the trademarks, service marks, brand names or logos of Broadleaf. All rights not expressly set forth hereunder
are reserved by Broadleaf.
5. Warranty and Disclaimer. THE COMMUNITY SOFTWARE IS PROVIDED "AS IS" AND BROADLEAF MAKES NO WARRANTY AS TO ITS USE
OR PERFORMANCE EXCEPTING ANY WARRANTY, CONDITION, REPRESENTATION OR TERM THE EXTENT TO WHICH CANNOT BE EXCLUDED
OR LIMITED BY APPLICABLE LAW. BROADLEAF, AND ITS SUPPLIERS MAKE NO WARRANTY, CONDITION, REPRESENTATION, OR TERM
(EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING,
WITHOUT LIMITATION, NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, INTEGRATION,
OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING PROVISIONS, BROADLEAF MAKES NO WARRANTY THAT
THE COMMUNITY SOFTWARE WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE COMMUNITY
SOFTWARE WILL MEET YOUR REQUIREMENTS.
6. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR
OTHERWISE, SHALL BROADLEAF OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR LOSS OF PROFITS, LOSS OF
GOODWILL, LOSS OF DATA, OR ANY INDIRECT, DIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR
GROSS NEGLIGENCE OF ANY FORM INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, APPLIANCE
FAILURE OR MALFUNCTION, OR FOR ANY OTHER DAMAGE OR LOSS. WHERE LEGAL LIABILITY CANNOT BE EXCLUDED, BUT MAY BE
LIMITED, BROADLEAF'S LIABILITY AND THAT OF ITS SUPPLIERS SHALL BE LIMITED TO THE SUM OF ONE HUNDRED DOLLARS
($100 USD) IN TOTAL. THIS LIMITATION SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT
THAT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
BROADLEAF IS ACTING ON BEHALF OF ITS SUPPLIERS FOR THE PURPOSE OF DISCLAIMING, EXCLUDING AND/OR LIMITING
OBLIGATIONS, WARRANTIES AND LIABILITY AS PROVIDED IN THIS AGREEMENT, BUT IN NO OTHER RESPECTS AND FOR NO
OTHER PURPOSE. BROADLEAF SHALL HAVE NO LIABILITY TO YOU FOR ANY ACTION (OR ANY PRIOR RELATED CLAIMS) BROUGHT
BY OR AGAINST YOU ALLEGING THAT YOUR SALE, USE OR OTHER DISPOSITION OF ANY COMMUNITY SOFTWARE INFRINGES ANY
PATENT, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHT. IN THE EVENT OF SUCH AN ACTION OR IF
BROADLEAF BELIEVES AN ACTION POSSIBLE, BROADLEAF RETAINS THE RIGHT TO TERMINATE THIS AGREEMENT AND TAKE
POSSESSION OF THE COMMUNITY SOFTWARE. THIS SECTION STATES BROADLEAF'S ENTIRE LIABILITY WITH RESPECT TO ALLEGED
INFRINGEMENTS OF INTELLECTUAL PROPERTY RIGHTS BY COMMUNITY SOFTWARE ANY PART THEREOF OR OPERATION. THE FOREGOING
PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
7. Export Controls. You acknowledge that the Community Software may be subject to the export control laws and
regulations of the United States of America ("US"), and any amendments thereof. You further acknowledge that
Community Software may include technical data subject to export and re-export restrictions imposed by US law.
8. Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws in force
in the State of New York. This Agreement will not be governed by the conflict of laws rules of any jurisdiction
or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is
expressly excluded. The United States District Court for the Southern District of New York, and the Courts of
New York County, New York shall each have non-exclusive jurisdiction over all disputes relating to this Agreement.
9. Audit. You understand and acknowledge that Broadleaf utilizes a number of methods to verify and support software
Use by its customers. These methods may include technological features of the Broadleaf software that prevent
unauthorized use and provide software deployment verification and other information regarding the limitations
above. In the event that Broadleaf requests a report for confirmation, you will provide a system generated report
verifying your software deployment.
10. Miscellaneous. This Agreement is dated and will be archived when it is superseded by a newer version. Broadleaf
shall not change any Agreement retroactively with regard to any Community Software issued prior to the date of
the applicable Agreement. This Agreement sets forth all rights for the user of the Community Software and is the
entire Agreement between the parties. This Agreement supersedes any other communications, representations or
advertising relating to the Community Software and Documentation, except for a duly executed written agreement
between Broadleaf and you for the Community Software. This Agreement may not be modified except by a written
modification issued by a duly authorized representative of Broadleaf, which may be done electronically on
Broadleaf's website. No provision hereof shall be deemed waived unless such waiver shall be in writing and
signed by Broadleaf. If any provision of this Agreement is held invalid, the remainder of this Agreement shall
continue in full force and effect.
Broadleaf End User License Agreement (EULA) - Version 1.1
NOTICE TO ALL USERS: PLEASE READ THIS CONTRACT CAREFULLY. BY USING THE SOFTWARE, YOU (EITHER AN INDIVIDUAL OR A
SINGLE ENTITY) AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN CONTRACT SIGNED BY YOU. IF YOU DO NOT AGREE TO
ALL THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE.
Definitions.
"Appliance" means any device or appliance whether hardware, software or virtual, appliance on which the Software may
be or is Used pursuant to the terms herein.
"Authorized Partner(s)" means Broadleaf's distributors, resellers, strategic partners, or other business partners.
"Documentation" means the then-current product description, written user manuals, and online help and guides for Product.
"Permitted Number" means one (1) copy of Software unless otherwise indicated in a valid Quote.
"Product" means the Broadleaf Software or services provided by Broadleaf or an Authorized Partner.
"Quote" means a valid Broadleaf or Authorized Partner quote that provides pricing for the Software and support that
you may affirmatively acknowledge, execute or issue a purchase order against to purchase such Product, which may
include a detailed product description.
"Software" means (a) all of the contents of the files and/or packages, disk(s), CD-ROM(s), or other installation
media (including electronic media) with which this Agreement is provided; or such contents as are hosted by Broadleaf
or Authorized Partner(s); (b) any Updates; (c) any other software, if any, licensed to you by Broadleaf or an
Authorized Partner as part of a maintenance contract or service subscription; and (d) Documentation.
"Updates" means upgrades, updates, or any new version of Software that is made available without charge or without
a requirement for a further license pursuant to the warranty for Software; or the support for licensed Software, but
does not mean a new Product.
"Use", "Used" or "Using" means to access, install, download, copy or otherwise benefit from using the Software.
"Broadleaf" means Broadleaf Commerce, LLC a Texas limited liability company, with offices located at
15303 Dallas Parkway, Suite 300, Addison, TX 75001 USA.
2. License Grant. Subject to the payment of the applicable license fees and to the terms and conditions of this Agreement,
Broadleaf hereby grants to you a non-exclusive, non-transferable license to Use the Software subject to any restrictions
or usage terms specified on the applicable Quote or Documentation. In the event Software contains or uses third party
software, Broadleaf will have no responsibility and claims no right with respect to such third party software. Your
use of such third party software and other copyrighted material is governed by their respective terms.
3. Term. This Agreement is effective for the term set forth in the Quote which is issued to you by Broadleaf or an
Authorized Partner and which is accepted by you (the "Term"). If you issue a purchase order to an Authorized Partner
and the terms and conditions as set forth in the Quote issued by Broadleaf or Authorized Partner or Documentation
conflicts with the terms and conditions included in the purchase order, then the terms and conditions specified in
the Quote or Documentation shall control. Except for Evaluation Software, Beta Software or freeware, which is subject
to Section 7 below, if no Term is included in the above described materials, then the Term shall be for one (1) year
from the date of purchase unless earlier terminated as set forth herein. This Agreement will terminate automatically
if you fail to comply with any of the limitations or other requirements described herein. Upon any termination or
expiration of this Agreement, you must cease Use of the Software and destroy all copies of the Software and the Documentation.
4. Updates. This license is limited to the version of the Software delivered by Broadleaf and does not include Updates,
unless a separate support contract is purchased or, alternatively, you have purchased a service subscription that
entitles you to Updates as described in the Quote. After the specified support period or service subscription period
has expired, you have no further rights to receive any Updates without purchase of a new license to the Software.
5. Ownership Rights. The Software is protected by United States' and other copyright laws, international treaty provisions
and other applicable laws in the country in which it is being used. Broadleaf and its suppliers own and retain all
right, title and interest in and to the Software, including all copyrights, patents, trade secret rights, trademarks
and other intellectual property rights therein. Your possession, installation, or Use of the Software does not
transfer to you any title or right to the intellectual property in the Software, and you will not acquire any rights
to the Software except as expressly set forth in this Agreement. You are not entitled to make copies of the Software
without Broadleaf's prior written consent.
6. Multiple Environment Software/Multiple Language Software/Dual Media Software/Multiple Copies/Bundles/Updates. If the
Software supports multiple platforms or languages; if you receive the Software on multiple media; if you otherwise
receive multiple copies of the Software; or if you receive the Software bundled with other software; the total number
of your Appliances on which all versions of the Software is installed may not exceed the Permitted Number. If any
provided Software is an Update to a previous version of the Software, you must possess a valid license to such
previous version in order to Use the Update. You may continue to Use the previous version of the Software on your
Appliance after you receive the Update to assist you in the transition to the Update, provided that the Update and
the previous version are installed on the same Appliance; the previous version or copies thereof are not transferred
to another Appliance unless all copies of the Update are also transferred to such Appliance, and you acknowledge that
any obligation Broadleaf may have to support the previous version of the Software may end upon availability of the Update.
7. Evaluation Product Additional Terms. If the product you have received with this license has been identified as
"Evaluation" Software, "Loaned" Software, "Beta" Software or freeware, then the provisions of this section also apply.
To the extent that any provision in this section is in conflict with any other term or condition in this Agreement,
this section shall supercede such other term(s) and condition(s) with respect to the Evaluation Software, Beta Software,
or freeware, but only to the extent necessary to resolve the conflict. You acknowledge that the Evaluation Software,
Beta Software or freeware may contain bugs, errors and other problems that could cause system or other failures and
data loss. Without prejudice to any other limitations on Broadleaf's liability set forth in this Agreement (which
shall also apply to Evaluation, Loaned and Beta Software). Evaluation Software, Beta Software, or freeware is provided
to you "AS-IS", and Broadleaf disclaims any warranty or liability obligations to you of any kind. WHERE LEGAL
LIABILITY CANNOT BE EXCLUDED, BUT MAY BE LIMITED, Broadleaf'S LIABILITY AND THAT OF ITS AUTHORIZED PARTNERS SHALL
BE LIMITED TO THE SUM OF ONE THOUSAND DOLLARS (U.S. $1,000.00) IN TOTAL. You acknowledge that Broadleaf has not
promised or guaranteed to you that freeware or Beta Software will be announced or made available to anyone in the
future that Broadleaf has no express or implied obligation to you to announce or introduce the Beta Software, and
that Broadleaf may not introduce a product similar to or compatible with the Beta Software. Accordingly, you
acknowledge that any research or development that you perform regarding the Beta Software or any product associated
with the Beta Software is done entirely at your own risk. During the term of this Agreement, if requested by Broadleaf,
you will provide feedback to Broadleaf regarding testing and use of the Beta Software, including error or bug reports;
you agree to grant Broadleaf a perpetual, non-exclusive, royalty-free, worldwide license to use, copy, distribute,
make derivative works and incorporate the feedback into any Broadleaf product at Broadleaf's sole discretion. If
you have been provided the Beta Software pursuant to a separate written agreement, your Use of the Beta Software
is also governed by such agreement. Upon receipt of a later unreleased version of the Beta Software or release by
Broadleaf of a publicly released commercial version of the Beta Software, whether as a stand-alone product or as part
of a larger product, you agree to return or destroy all earlier Beta Software received from Broadleaf and to abide
by the terms of the End User License Agreement for any such later versions of the Beta Software. Your Use of the
Evaluation, Loaned or Beta Software is limited to 30 days and shall expire thereafter; Use of freeware is available
for only so long as Broadleaf makes the freeware available unless otherwise agreed to in writing by Broadleaf.
Broadleaf is under no obligation to continue providing freeware or to update such freeware. You shall return
Evaluation, Loaned and Beta Software and any Documentation at the end of the evaluation or loan period or when
sooner terminated by Broadleaf for convenience by giving you ten (10) days' written notice, whichever occurs first.
You shall bear the risk of loss and damage for return of physical media, if any, and de-installation. You may use
Evaluation Loaned and Beta Software and freeware free of charge, but, in the case of Evaluation Software, solely for
the purpose of evaluation and not in a production environment. If you are found to be using the Evaluation, Loaned,
or Beta Software beyond the terms contained in this Section you shall immediately pay Broadleaf a license Fee for
such software and all terms under this Agreement will be binding. Unless otherwise specifically agreed in writing by
Broadleaf, Broadleaf does not provide maintenance or support for any Evaluation Software, Loaned Software or Beta
Software. YOU RECOGNIZE THAT THE EVALUATION, LOANED OR BETA SOFTWARE MAY HAVE DEFECTS OR DEFICIENCIES WHICH CANNOT
OR MAY NOT BE CORRECTED BY BROADLEAF. Broadleaf shall have no liability to you for any action (or any prior related
claims) brought by or against you alleging that your sale, use or other disposition of any Evaluation Software,
Loaned Software or Beta Software infringes any patent, copyright, trade secret or other intellectual property right.
In the event of such an action, Broadleaf retains the right to terminate this Agreement and take possession of the
Evaluation, Loaned or Beta Software. THIS SECTION STATES Broadleaf'S ENTIRE LIABILITY WITH RESPECT TO ALLEGED
INFRINGEMENTS OF INTELLECTUAL PROPERTY RIGHTS BY EVALUATION SOFTWARE, LOANED SOFTWARE OR BETA SOFTWARE ANY
PART THEREOF OR OPERATION.
8. Restrictions. You may not sell, lease, license, rent, loan, resell or otherwise transfer, with or without consideration,
the Software. If you enter into a contract with a third party in which the third party manages your information
technology resources ("Managing Party"), you may transfer all your rights to Use the Software to such Managing Party,
provided that (a) the Managing Party only Uses the Software for your internal operations and not for the benefit of
another third party; (b) the Managing Party agrees to comply with the terms and conditions of this Agreement, and
(c) you provide Broadleaf with written notice that a Managing Party will be Using the Software on your behalf.
You may not permit third parties to benefit from the use or functionality of the Software via a timesharing,
service bureau or other arrangement. You may not reverse engineer, decompile, or disassemble the Software, except
to the extent the foregoing restriction is expressly prohibited by applicable law. You may not modify, or create
derivative works based upon, the Software in whole or in part. You may not copy the Software or Documentation except
as expressly permitted herein. You may not remove any proprietary notices or labels on the Software. All rights not
expressly set forth hereunder are reserved by Broadleaf.
9. Warranty and Disclaimer.
a. Limited Warranty. Broadleaf warrants that for sixty (60) days from the date of original purchase the media, if any,
on which the Software is contained and provided to you will be free from defects in materials and workmanship.
b. End User Remedies. Broadleaf's and its suppliers' entire liability and your exclusive remedy for any breach of
the foregoing warranty shall be, at Broadleaf's option, either (i) return of the purchase price you paid for the
license, or (ii) replacement of the defective media in which the Software is contained. You must return the
defective media to Broadleaf at your expense with a copy of your receipt. This limited warranty is void if the
defect has resulted from accident, abuse, or misapplication. Any replacement media will be warranted for the
remainder of the original warranty period. Outside the United States, this remedy is not available to the extent
Broadleaf is subject to restrictions under United States export control laws and regulations.
c. Warranty Disclaimer. Except for the limited warranty set forth herein, THE SOFTWARE IS PROVIDED "AS IS" AND
Broadleaf MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR
TERM THE EXTENT TO WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. Broadleaf, ITS SUPPLIERS AND AUTHORIZED
PATNERS MAKE NO WARRANTY, CONDITION, REPRESENTATION, OR TERM (EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW,
CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT OF THIRD PARTY RIGHTS,
MERCHANTABILITY, SATISFACTORY QUALITY, INTEGRATION, OR FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME RESPONSIBILITY
FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS
OBTAINED FROM THE SOFTWARE. WITHOUT LIMITING THE FOREGOING PROVISIONS, Broadleaf MAKES NO WARRANTY THAT THE
SOFTWARE WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE SOFTWARE WILL MEET YOUR
REQUIREMENTS.
10. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE,
SHALL Broadleaf OR ITS AUTHORIZED PARTNERS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR LOSS OF PROFITS,
LOSS OF GOODWILL, LOSS OF DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR GROSS
NEGLIGENCE OF ANY Form INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, APPLIANCE FAILURE
OR MALFUNCTION, OR FOR ANY OTHER DAMAGE OR LOSS. IN NO EVENT SHALL Broadleaf OR ITS AUTHORIZED PARTNERS OR SUPPLIERS
BE LIABLE FOR ANY DAMAGE IN EXCESS OF THE PRICE PAID FOR THE SOFTWARE, IF ANY, EVEN IF Broadleaf OR ITS AUTHORIZED
PARTNERS OR SUPPLIERS SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This limitation shall not apply
to liability for death or personal injury to the extent that applicable law prohibits such limitation. Furthermore,
some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this
limitation and exclusion may not apply to you. Nothing contained in this Agreement limits Broadleaf's liability to
you for Broadleaf's negligence or for the tort of fraud. Broadleaf is acting on behalf of its suppliers and Authorized
Partners for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided
in this Agreement, but in no other respects and for no other purpose. The foregoing provisions shall be enforceable
to the maximum extent permitted by applicable law.
11. Notice to United States Government End Users. The Software 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, as applicable. Any use, modification, reproduction, release, performance,
display or disclosure of the Software and accompanying Documentation by the United States Government shall be
governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted
by the terms of this Agreement.
12. Export Controls. You acknowledge that the Software may be subject to the export control laws and regulations of the
United States of America ("US"), and any amendments thereof. You shall not export or re-export the Software,
directly or indirectly, to (i) any countries that are subject to US export restrictions; (ii) any end user known,
or having reason to be known, will utilize them in the design, development or production of nuclear, chemical or
biological weapons; or (iii) any end user who has been prohibited from participating in the US export transactions
by any federal agency of the US government. You further acknowledge that Software may include technical data subject
to export and re-export restrictions imposed by US law.
13. High Risk Activities. The Software is not fault-tolerant and is not designed or intended for use in hazardous
environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities,
aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines,
or any other application in which the failure of the Software could lead directly to death, personal injury, or
severe physical or property damage (collectively, "High Risk Activities"). Broadleaf EXPRESSLY DISCLAIMS ANY EXPRESS
OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES.
14. Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws in force in
the State of New York. This Agreement will not be governed by the conflict of laws rules of any jurisdiction or the
United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly
excluded. The United States District Court for the Southern District of New York, and the Courts of New York County,
New York shall each have non-exclusive jurisdiction over all disputes relating to this Agreement.
15. Privacy. By entering into this Agreement, you agree that the Broadleaf privacy policy, as it exists at any relevant
time, shall be applicable to you. The most current privacy policy can be found on the Broadleaf web site at
www.broadleafcommerce.com/privacy. By entering into this Agreement, you agree to the transfer of your personal
information to Broadleaf's offices in the United States and other countries outside of your own.
16. Collection of Certain System Information. Broadleaf may employ certain applications and tools through its website
and within the Broadleaf Software, to retrieve information about your Appliance to assist us in the provision and
support of Software that you have chosen to subscribe to or use. This information is essential to enable us to
provide you with quality service and monitoring; and for these reasons, there is no opt-out available for this
information collection.
17. Audit. Broadleaf may, at its expense and upon reasonable notice to you during standard business hours, audit you
with respect to your compliance with the terms of this Agreement. You understand and acknowledge that Broadleaf
utilizes a number of methods to verify and support software Use by its customers. These methods may include technological
features of the Broadleaf software that prevent unauthorized use and provide software deployment verification, which
will be automatically reported to Broadleaf. In the event that Broadleaf requests a report for confirmation, you
will provide a system generated report verifying your software deployment, such request to occur no more than
four (4) times per year. In the event that Broadleaf requires a physical audit, such audit shall be preceded by
thirty (30) days written notice and shall occur no more than once per year unless otherwise required for compliance
with applicable law. Following an audit that shows Broadleaf is due additional license fees for Use of the Software,
you agree to pay such fees and reimburse Broadleaf for the cost of such audit upon request.
18. Publicity. You shall not use the name of Broadleaf in publicity releases or similar activity without the express
written consent of Broadleaf. Broadleaf may use your name in its client list and your logo on Broadleaf's website.
19. Miscellaneous. This Agreement is dated and will be archived when it is superseded by a newer version. Broadleaf
shall not change any EULA retroactively with regard to any Software or support services listed on a Quote issued
prior to the date of the applicable EULA. This Agreement sets forth all rights for the user of the Software and is
the entire Agreement between the parties. This Agreement supersedes any other communications, representations or
advertising relating to the Software and Documentation, except for a duly executed written agreement between Broadleaf
and you for the Software. This Agreement may not be modified except by a written addendum issued by a duly authorized
representative of Broadleaf. No provision hereof shall be deemed waived unless such waiver shall be in writing and
signed by Broadleaf. If any provision of this Agreement is held invalid, the remainder of this Agreement shall
continue in full force and effect.
20. Broadleaf Customer Contact. If you have any questions concerning these terms and conditions, or if you would like
to contact Broadleaf for any other reason, please write:
Broadleaf, Attention: Customer Service, 15303 Dallas Parkway, Suite 300, Addison, TX 75001 USA. Alternatively,
you may contact your local Broadle af entity at the number listed at www.broadleafcommerce.com.