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LICENSE
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DOMO, INC.
DOMO CHARTING LIBRARY LICENSE AGREEMENT
This is the Domo Charting Library License Agreement
The Domo Charting Library Software (“Licensed Software”) is licensed to you subject to the terms of this license agreement (“License”). This License forms a legally binding contract between you and Domo, Inc., a Utah corporation with a principal place of business at 772 East Utah Valley Drive, American Fork, UT 84003 (“Domo”) in relation to your use of the Licensed Software. In order to use the Licensed Software, you must first agree to this License. You may not use the Licensed Software if you do not accept this. By using this Licensed Software, you agree to the terms of this License. If you are agreeing to be bound by this License on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this License. If you do not have the requisite authority, you may not accept the License or use the Licensed Software on behalf of your employer or other entity. The parties agree as follows:
1. LICENSE TO LICENSED SOFTWARE. Subject to the terms of this License, Domo grants you a limited, worldwide, royalty-free, non-assignable and non-exclusive license to use the Licensed Software solely to develop applications to run on the Domo platform. Domo or third parties own all legal right, title and interest in and to the Licensed Software, including any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights. Domo reserves all rights not expressly granted to you. You may not use the Licensed Software for any purpose not expressly permitted by this License. Except to the extent expressly permitted by applicable third party licenses, you may not redistribute or reverse engineer the Licensed Software or any part of the Licensed Software. You will not distribute, participate in the creation of, or promote in any way a software development kit derived from the Licensed Software. Use, reproduction and distribution of components of the Licensed Software licensed under an open source software license are governed solely by the terms of that open source software license and not this License. The form and nature of the Licensed Software that Domo provides may change without prior notice to you and that future versions of the Licensed Software may be incompatible with applications developed on previous versions of the Licensed Software. Domo may stop (permanently or temporarily) providing the Licensed Software (or any features within the Licensed Software) to you or to users generally at Domo's sole discretion, without prior notice to you.
2. YOUR USE OF THE LICENSED SOFTWARE. You will use the Licensed Software and write applications only for purposes that are permitted by (a) this License and (b) applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries). If your application stores personal or sensitive information provided by users, it must do so securely. If the user provides your application with Domo Account information, your application may only use that information to access the user's Domo Account when, and for the limited purposes for which, the user has given you permission to do so. You will not engage in any activity with the Licensed Software, including the development or distribution of an application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party including, but not limited to, Domo or any mobile communications carrier. You are solely responsible for (and Domo has no responsibility to you or to any third party for) any data, content, or resources that you create, transmit or display through the Domo platform, and for the consequences of your actions (including any loss or damage which Domo may suffer) by doing so. You are solely responsible for (and Domo has no responsibility to you or to any third party for) any breach of your obligations under this License, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Domo or any third party may suffer) of any such breach.
3. USING APIs. If you use any API to retrieve data from Domo, you acknowledge that the data may be protected by intellectual property rights which are owned by Domo or those parties that provide the data (or by other persons or companies on their behalf). Your use of any such API may be subject to additional terms of service. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this data (either in whole or in part) unless allowed by the relevant terms of service. If you or your application use any API to retrieve a user's data from Domo, you shall retrieve data only with the user's explicit consent and only when, and for the limited purposes for which, the user has given you permission to do so.
4. TERM AND TERMINATION. This License will continue to apply until terminated by either you or Domo as set out below. If you want to terminate this License, you may do so by ceasing your use of the Licensed Software. Domo may at any time, terminate this License with you if: (a) you have breached any provision of this License; or (b) Domo is required to do so by law; or (c) the partner with whom Domo offered certain parts of the Licensed Software (such as APIs) to you has terminated its relationship with Domo or ceased to offer certain parts of the Licensed Software to you; or (d) Domo decides to no longer provide the Licensed Software or certain parts of the Licensed Software to users in the country in which you are resident or from which you use the service, or the provision of the Licensed Software or certain Licensed Software services to you by Domo is, in Domo's sole discretion, no longer commercially appropriate. When this License comes to an end, all of the legal rights, obligations and liabilities that you and Domo have benefited from, been subject to (or which have accrued over time while this License has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraphs 5, 6, 7, 8 and 9 shall continue to apply to such rights, obligations and liabilities indefinitely.
5. FEEDBACK. You have no obligation to provide Feedback to Domo. However, Domo may use and include any Feedback that you provide to improve the Licensed Software or other Domo products, technologies or materials. Accordingly, if you provide Feedback, you agree that Domo may at its option, and may permit its licensees, to make, have made, use, have used, reproduce, sell, license, distribute, sublicense, transfer and otherwise commercialize the Feedback in the Licensed Software or in other products, technologies or materials without the payment of any royalties or fees to you. All Feedback becomes the sole property of Domo and may be used in any manner Domo sees fit, and you hereby assign to Domo all of your right, title and interest in and to any Feedback. Domo has no obligation to respond to Feedback or to incorporate Feedback into the Licensed Software. “Feedback” means any and all suggestions, feature requests, comments or other feedback relating to the Licensed Software, including possible enhancements or modifications thereto.
6. WARRANTY DISCLAIMER. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE LICENSED SOFTWARE IS AT YOUR SOLE RISK AND THAT THE LICENSED SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM DOMO. YOUR USE OF THE LICENSED SOFTWARE AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE LICENSED SOFTWARE IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. DOMO FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
7. LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND YOU EXPRESSLY UNDERSTAND AND AGREE THAT DOMO, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS ARE NOT LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT DOMO OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
8. INDEMNIFICATION. To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Domo, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) your use of the Licensed Software, (b) any application you develop on the Licensed Software that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by you with this License.
9. RESERVATION OF RIGHTS. Nothing in this License gives you a right to use any of Domo's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features. You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Licensed Software. Domo may make changes to the License as it distributes new versions of the Licensed Software. When these changes are made, Domo will make a new version of the License available on the website where the Licensed Software is made available.
10. MISCELLANEOUS. This License constitutes the whole legal agreement between you and Domo and governs your use of the Licensed Software (excluding any services which Domo may provide to you under a separate written agreement), and completely replaces any prior agreements between you and Domo in relation to the Licensed Software. If Domo does not exercise or enforce any legal right or remedy which is contained in this License (or which Domo has the benefit of under any applicable law), this will not be taken to be a formal waiver of Domo's rights and those rights or remedies will still be available to Domo. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this License is invalid, then that provision will be removed from this License without affecting the rest of this License. The remaining provisions of this License will continue to be valid and enforceable. THE Licensed Software MAY BE SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE Licensed Software. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE. The rights granted in this License may not be assigned or transferred by you without Domo’s prior written approval. This License, and your relationship with Domo under this License, shall be governed by the laws of the State of Utah without regard to its conflict of laws provisions. You and Domo agree to submit to the exclusive jurisdiction of the courts located within Salt Lake County, Utah to resolve any legal matter arising from this License. Notwithstanding this, Domo may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.