Please read this WunderGraph Enterprise License Agreement (the “Agreement” or “WELA”) carefully before using WunderGraph (as defined below), which is offered by WunderGraph, Inc. (“WG”).
By downloading, accessing, or using WunderGraph in any manner, You agree that You have read and agree to be legally bound by the terms of this Agreement. If You are accessing WunderGraph on behalf of a Legal Entity, You represent and warrant that You have the authority to agree to these terms on its behalf and the right to legally bind that Legal Entity to this Agreement. Use of WunderGraph is expressly conditioned upon Your acceptance of all the terms of this Agreement, to the exclusion of all other terms.
In addition to other terms defined elsewhere in this Agreement, the terms below have the following meanings. a. “WunderGraph” shall mean the WunderGraph software (“Software”) provided by WG, including both WunderGraph Core and WunderGraph Enterprise, as defined below. b. “WunderGraph Core” shall mean the software available free of charge at https://github.com/wundergraph/wundergraph c. “WunderGraph Enterprise” shall mean the additional features made available by WG, the use of which is subject to additional terms set out below. d. “Contribution” shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted to WG for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, “submitted” means any form of electronic, verbal, or written communication sent to WG or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, WG for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as “Not a Contribution”. e. “Contributor” shall mean any copyright owner or individual or Legal Entity authorized by the copyright owner, other than WG, from whom WG receives a Contribution that WG subsequently incorporates within the Work. f. “Derivative Works” shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work, such as a translation, abridgement, condensation, or any other recasting, transformation, or adaptation for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof. g. “Legal Entity” shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity. h. “License” shall mean the terms and conditions for use, reproduction, and distribution of a Work as defined by this Agreement. i. “Licensor” shall mean WG or a Contributor, as applicable. j. “Object” form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types. k. “Source” form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files. l. “Third Party Works” shall mean Works, including Contributions, and other technology owned by a person or Legal Entity other than WG, as indicated by a copyright notice that is included in or attached to such Works or technology. m. “Work” shall mean the work of authorship, whether in Source or Object form, made available under a License, as indicated by a copyright notice that is included in or attached to the work. n. “You” (or “Your”) shall mean an individual or Legal Entity exercising permissions granted by this License.
a. License to WunderGraph Core. The License for the applicable version of WunderGraph Core can be found in the applicable license file at the WunderGraph GitHub. WunderGraph Core is a no-cost, entry-level license and as such, contains the following disclaimers: WUNDERGRAPH CORE IS PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, 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, LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT WUNDERGRAPH CORE 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. For clarity, the terms of this Agreement, other than the relevant definitions in Section 1 and this Section 2(a) do not apply to WunderGraph Core. b. License to WunderGraph Enterprise. Subject to the terms of this Agreement, Licensor hereby grants to You a worldwide, non-exclusive, non-sublicensable, non-transferable limited license to download, install, use, and run WunderGraph Enterprise solely for Your internal business purposes, for so long as You are not in violation of this Section 2(b) or Section 2(c), and are current on all payments required by Section 4 below. c. License Key Compliance. The License to WunderGraph Enterprise is enabled by a unique license key. Any attempt to modify, tamper with, forge, or otherwise manipulate the license key or implement any workaround to extend or circumvent the limitations of the license key is expressly prohibited and will be a violation of this Agreement. d. License to Third Party Works. From time to time WG may provide You access to, Third Party Works in connection with WunderGraph. You acknowledge and agree that in addition to this Agreement, Your use of Third Party Works is subject to all other terms and conditions set forth in the License provided with or contained in such Third Party Works. Some Third Party Works may be licensed to You solely for use with WunderGraph under the terms of a third party License, or as otherwise notified by WG, and not under the terms of this Agreement. If You do not agree to abide by the applicable terms for such Third Party Works, then You should not install or use such Third Party Works. You agree that the owners and third party licensors of Third Party Works are intended third party beneficiaries to this Agreement. e. Additional License Provisions. WunderGraph includes software components developed and provided by WG under separate licenses, such as graphql-go-tools. You acknowledge and agree that in addition to this Agreement, You are bound by all terms and conditions set forth in the Licenses provided with or contained in these software components. These components may be licensed to You solely for use with WunderGraph under their respective Licenses, and not under the terms of this Agreement.
From time to time, in its sole discretion, WG may offer professional services or support for WunderGraph, which may now or in the future be subject to additional fees. WG shall have no obligation to provide professional services or support (i) for any but the most current version or release of WunderGraph, (ii) if You are in breach under this Agreement; or (iii) for any Derivative Works of WunderGraph not provided by WG or any other Third Party Works.
a. Fees. The License to WunderGraph Enterprise is conditioned upon Your entering into a signed written agreement with WG for its use (a “Paid Enterprise License”) and timely paying WG for such Paid Enterprise License; provided that features of WunderGraph Enterprise that do not require a license key, and the software has not been modified to remove or alter such a requirement, may be used for free under the terms of the Agreement without a Paid Enterprise License. Any professional services or support for WunderGraph may also be subject to Your payment of fees, which will be specified by WG when you sign up to receive such professional services or support. WG reserves the right to change the fees at any time with prior written notice; for recurring fees, any such adjustments will take effect as of the next pay period. b. Overdue Payments and Taxes. Overdue payments are subject to a service charge equal to the lesser of 1.5% per month or the maximum legal interest rate allowed by law, and You shall pay all WG’s reasonable costs of collection, including court costs and attorneys’ fees. Fees are stated and payable in U.S. dollars and are exclusive of all sales, use, value added and similar taxes, duties, withholdings and other governmental assessments (but excluding taxes based on WG’s income) that may be levied on the transactions contemplated by this Agreement in any jurisdiction, all of which are Your responsibility unless you have provided WG with a valid tax-exempt certificate. c. Record-keeping and Audit. If fees for WunderGraph Enterprise are based on any usage-based unit of measurement, You must maintain complete and accurate records with respect Your use of WunderGraph Enterprise and will provide such records to WG for inspection or audit upon WG’s reasonable request. If an inspection or audit uncovers additional usage by You for which fees are owed under this Agreement, then You shall pay for such additional usage at WG’s then-current rates and be subject to a penalty of 1.5 times the underreported amount, to be calculated based on WG's rates at the time of the underreported usage. This penalty is to be paid in addition to the underreported fees and is due within 10 days of You receiving notice of the penalty.
If You have signed up for a trial or evaluation of WunderGraph Enterprise, Your License to WunderGraph Enterprise is granted without charge for the trial or evaluation period specified when You signed up, or if no term was specified, for thirty (30) calendar days, provided that Your License is granted solely for purposes of Your internal evaluation of WunderGraph Enterprise during the trial or evaluation period (a “Trial License”). You may not use WunderGraph Enterprise under a Trial License more than once in any twelve (12) month period. WG may revoke a Trial License at any time and for any reason. Sections 3, 4, and 12 of this Agreement do not apply to Trial Licenses.
You shall not: a. use (including make any copies of) WunderGraph Enterprise beyond the scope of the license granted under Section 2; b. provide any other person, including any of Your subcontractors, independent contractors, affiliates, or service providers, with access to or use of WunderGraph Enterprise; c. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of WunderGraph Enterprise or any part thereof; d. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of WunderGraph Enterprise or any part thereof; e. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with WunderGraph Enterprise; f. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available WunderGraph Enterprise, or any features or functionality of WunderGraph Enterprise, to any third party for any reason; j. use WunderGraph Enterprise in violation of any law, regulation, or rule; or k. use WunderGraph Enterprise for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to WG’s commercial disadvantage.
You are responsible and liable for all uses of WunderGraph Enterprise through access thereto provided by You, directly or indirectly. Specifically, and without limiting the generality of the foregoing, You are responsible and liable for all actions and failures to take required actions with respect to WunderGraph Enterprise by Your authorized users or by any other person to whom You may provide access to or use of WunderGraph Enterprise, whether such access or use is permitted by or in violation of this Agreement.
a. You acknowledge that WG may, directly or indirectly through the services of Third Parties, collect and store information regarding use of WunderGraph and about equipment on which WunderGraph is installed or through which it otherwise is accessed and used, through: (i) the provision of maintenance and support services and (ii) security measures included in WunderGraph. b. You agree that WG may use such information for any purpose related to any use of WunderGraph by You or on Your equipment, including but not limited to: (i) improving the performance of WunderGraph or developing updates and (ii) verifying Your compliance with the terms of this Agreement and enforcing WG’s rights, including all intellectual property rights in and to WunderGraph.
You acknowledge and agree that WunderGraph Enterprise and the documentation are provided under license, and not sold, to You. You do not acquire any ownership interest in WunderGraph Enterprise or the documentation under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. WG reserves and shall retain its entire right, title, and interest in and to WunderGraph Enterprise and all intellectual property rights arising out of or relating to WunderGraph Enterprise, except as expressly granted to You in this Agreement. You shall safeguard WunderGraph Enterprise (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.
If You submit any suggestion, comment, recommendation, change, or Contribution to WunderGraph Enterprise, including without limitation, new features or functionality relating thereto ("Feedback"), WG is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. You hereby agree and grant WG the right to freely use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although WG is not required to use any Feedback.
a. This License does not grant permission to use the trade names, trademarks, service marks, or product names of Licensor, except as required for reasonable and customary use in describing the origin of the Work and reproducing the content of the NOTICE file. b. You consent to and hereby grant WG the right to use Your name, trademarks, logos and associated intellectual property rights thereto for display on WG’s website, marketing communications and other promotional materials.
a. Warranties. WG warrants to You that: (i) WunderGraph Enterprise will materially perform in accordance with the applicable documentation for ninety (90) days after initial delivery to You; and (ii) any professional services performed by WG under this Agreement will be performed in a workmanlike manner, in accordance with general industry standards. b. Exclusions. WG’s warranties in this Section 12 do not extend to problems that result from: (i) Your failure to implement updates issued by WG during the warranty period; (ii) any alterations or additions to the Software not performed by or at the direction of WG; (iii) failures that are not reproducible by WG; (iv) operation of WunderGraph Enterprise in violation of this Agreement or not in accordance with its documentation; (v) failures caused by software, hardware or products not licensed or provided by WG hereunder; or (vi) Third Party Works. c. Remedies. In the event of a breach of a warranty under this Section 12, WG will, at its discretion and cost, either repair, replace or re-perform the applicable Works or services or refund a portion of fees previously paid to WG that are associated with the defective Works or services. This is Your exclusive remedy, and WG’s sole liability, arising in connection with the limited warranties herein.
EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 12(a), WUNDERGRAPH ENTERPRISE AND THE DOCUMENTATION ARE PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO WUNDERGRAPH ENTERPRISE AND THE DOCUMENTATION, 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, LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE 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.
In no event and under no legal or equitable theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts), and notwithstanding anything in this Agreement to the contrary, shall Licensor or any Contributor be liable to You for (i) any amounts in excess, in the aggregate, of the fees paid by You to WG under this Agreement in the twelve (12) months preceding the date the first cause of liability arose), or (ii) any indirect, special, incidental, punitive, exemplary, reliance, or consequential damages of any character arising as a result of this Agreement or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, profits, data or data use, work stoppage, computer failure or malfunction, cost of procurement of substitute goods, technology or services, or any and all other commercial damages or losses), even if such Licensor or Contributor has been advised of the possibility of such damages. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
a. Relationship of Parties. You and WG are independent contractors, and nothing herein shall be deemed to constitute either party as the agent or representative of the other or both parties as joint venturers or partners for any purpose. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement on any other individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity. b. Export Control. Wundergraph may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release WunderGraph to, or make WunderGraph accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making WunderGraph available outside the US. c. Assignment. This Agreement and the rights and obligations herein may not be assigned, delegated, or otherwise transferred, in whole or in part, by You without the prior written consent of WG. Any purported assignment, delegation, or transfer in violation of this provision is void. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their successors and permitted assigns. d. Governing Law. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of Florida and the United States without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Florida, and without regard to the Uniform Computer Information Transactions Act. e. Attorneys’ Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover its costs, expenses and attorneys’ fees. f. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, that term or provision shall be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect and enforceable and such invalidity, illegality, or unenforceability shall not invalidate or render unenforceable such term or provision in any other jurisdiction. g. Entire Agreement; Waivers; Modification. This Agreement, and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between the parties relating to the subject matter herein and supersedes all prior and contemporaneous proposals, understandings, agreements, representations or discussions, whether written or oral, relating to the subject matter of this Agreement. The failure of either party to enforce, or delay in enforcing, any of its rights, remedies, powers, or privileges under this Agreement at any time for any period shall not operate or be construed as a waiver thereof. No changes, modifications or waivers to this Agreement will be effective unless in writing and signed by both parties.