Comercial License

BY DOWNLOADING ONIBEX CONNECTORS, YOU ACKNOWLEDGE AND AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. Definitions

1.1. "Intellectual Property Rights" encompass patents, copyrights, moral rights, trademarks, trade secrets, and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.

1.2. "Software" refers to the specific Onibex Connector that You will download from the Onibex website (one or more connectors or drivers, as applicable, each when and if available).

1.3. "Third Party Software" refers to the copyrighted, patented, and/or otherwise legally protected software of third parties that may be incorporated into the Software (and incorporated into this Agreement by this reference).

1.4. "Third Party Licenses" are the terms and conditions applicable to the Third Party Software (and incorporated into this Agreement by this reference). Onibex products contain third-party software, meaning the copyrighted, patented, or otherwise legally protected software of third parties that is incorporated into Onibex products. Third-party suppliers make no representation nor warranty with respect to such third-party software or any portion thereof. Third-party suppliers assume no liability for any claim that might arise with respect to such third-party software, nor for a customer’s use of or inability to use the third-party software.

2. License; Delivery

Onibex grants to Customer a nonexclusive, nontransferable, nonsublicensable, revocable, and limited license to access, use, reproduce, and redistribute the Software, expressly and exclusively for use with the following Onibex products: Onibex OneConnect and Onibex Kafka Connectors (together, the “Onibex Products”). The Software may be downloaded from Onibex’s site at www.onibex.com.

3. License Restrictions

Except as expressly authorized by this Agreement, Customer may not: (i) modify, translate, or create derivative works of the Software; (ii) decompile or reverse assemble any portion of the Software or attempt to discover any source code or underlying ideas or algorithms of any Software; (iii) publicly perform or publicly display any portion of the Software; (iv) sell, assign, sublicense, rent, lease, loan, provide, distribute, or otherwise transfer all or any portion of the Software; (v) allow the use of the Software with any products other than the Onibex Products; (vi) allow the transfer, transmission, export, or re-export of the Software, or any portion thereof, in violation of any export control laws or regulations administered by the U.S. Commerce Department, OFAC, or any other government agency; or (vii) cause or permit any other party to do any of the foregoing. In addition, Customer will not remove, alter, or obscure any proprietary notices in the Software, including copyright notices, or permit any other party to do so.

4. Ownership

As between the parties and subject to the grants under this Agreement, Onibex owns all right, title, and interest in and to the Software and any and all Intellectual Property Rights embodied therein.

5. Nondisclosure

"Confidential Information" means all information disclosed (whether in oral, written, or other tangible or intangible form) by Onibex to Customer concerning or related to this Agreement or Onibex (whether before, on, or after the Effective Date) which Customer knows or should know, given the facts and circumstances surrounding the disclosure of the information by Onibex, is confidential information of Onibex. Confidential Information includes, but is not limited to, the components of the business plans, the Software (excluding the Third Party Software), inventions, design plans, financial plans, computer programs, know-how, customer information, strategies, and other similar information. Customer will, during the term of this Agreement, and thereafter maintain in confidence the Confidential Information and will not use such Confidential Information except as expressly permitted herein. Customer will use the same degree of care in protecting the Confidential Information as Customer uses to protect its own confidential information from unauthorized use or disclosure, but in no event less than reasonable care. Confidential Information will be used by Customer solely for the purpose of carrying out Customer’s obligations under this Agreement. Confidential Information will not include information that: (i) is in or enters the public domain without breach of this Agreement through no fault of Customer; (ii) Customer can reasonably demonstrate was in its possession prior to first receiving it from Onibex; (iii) Customer can demonstrate was developed by Customer independently and without use of or reference to the Confidential Information; or (iv) Customer receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation. Notwithstanding any terms to the contrary in this Agreement, any suggestions, comments, or other feedback provided by Customer to Onibex with respect to the Software (collectively, “Feedback”) will constitute Confidential Information. Further, Onibex will be free to use, disclose, reproduce, license, and otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of Intellectual Property Rights or otherwise.

6. Disclaimer

THE SOFTWARE IS PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS, OR CONDITIONS OF ANY KIND. ONIBEX AND ITS SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE WILL BE FREE FROM BUGS, ERRORS, OR OMISSIONS. ONIBEX AND ITS SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SOFTWARE WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY, WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT ONIBEX KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE).

For more information about pricing, please send us an email at contact@onibex.com or call us at +1 (737) 300-9093.