LICENSE

LICENSE AGREEMENT FOR KATALON AUTOMATION FRAMEWORK

You should carefully read the following terms and conditions before downloading and installing the Katalon Automation Framework (“Framework”) of Katalon LLC (“Katalon”). By clicking the [“Accept and download”] button and proceeding to download and use the Framework, you acknowledge your acceptance of the terms and conditions of this License Agreement (“Agreement”). Clicking the [“Accept and download”] button is a legally valid way to create a binding contract and constitutes your electronic signature to this Agreement.

If you are entering into this Agreement on behalf of a corporation or other legal entity (“organization”), then (i) except as indicated, all references to “you” in this Agreement after this paragraph shall mean the organization, and (ii) by clicking the [“Accept and download”] button you represent and warrant (x) that you are currently employed by the organization and have the authority and legal ability to enter into this Agreement on behalf of the organization, and (y) the organization agrees to be bound by all of the terms of this Agreement.

If you do not agree to the terms and conditions of this Agreement, then do not download or install the Framework.

Copies of this agreement are available for download and printing by using current web browser software and going to www.katalon.com.

This is a license and not a sale. The Framework with which this Agreement is provided is licensed to you under the following terms and conditions which define what you can and cannot do with the Framework. This Agreement comprises the entire agreement between you and Katalon, and supersedes any other agreement, terms or promises, oral or written, with respect to the subject matter of this Agreement.

INTRODUCTION. Katalon Studio is Katalon’s test automation software for API, web, and mobile testing. Katalon Studio has built-in keywords for test step actions (e.g., “click links,” “input,” “swipe up”) to be performed on the targets of the testing for which Katalon Studio is used (“Keywords”). The Framework is a component of Katalon Studio that includes the Keywords and which allows for their modification and maintenance.

LICENSE. Subject to the terms and conditions of this Agreement, Katalon grants you a nonexclusive, nontransferable, nonsublicensable license to (a) use the Framework solely on your computers as part of your permitted use of Katalon Studio, and (b) make modifications and additions to the Keywords and other portions of the Framework (collectively, “Modifications’) in connection with this permitted use and subject to the instructions in any Documentation (defined below).  If you are an organization, then your use of the Framework includes use by your Affiliates (as defined below) and will be considered part of “you” and “your organization”, subject to all provisions of this Agreement and the following (a) you are responsible for each of your Affiliates’ compliance with this Agreement and will be be jointly and severally liable with each of the Affiliates for any breach of the provisions of this Agreement, and (b) the entity may not use the Framework under your license once it stops being an Affiliate.  As used herein, an “Affiliate” means any entity that controls, is controlled by, or is under common control with you, where “control” means ownership of at least 50% of the voting stock of such entity. You may also use the documentation that accompanies the Framework or is made available at http://docs.katalon.com (the “Documentation”) solely in connection with your use of the Framework. You may make a reasonable number of copies of the Framework and Documentation in connection with your use. This license only applies to the version of the Framework you have downloaded and not any future versions.

LIMITATIONS. You may not access the Framework if you are or become Katalon’s direct competitor, except with Katalon’s prior written consent. Your use of the Framework is limited to use within Katalon Studio and is conditioned upon you having a valid, current license to Katalon Studio. You may not use the Framework for purposes of monitoring the Framework’s performance or functionality or for any other benchmarking or competitive purposes. You represent, warrant and covenant that you will not include in any Modifications any material to which you do not have full rights to provide or any software subject to any license terms that require as a condition of its use, modification or distribution that such software (A) be disclosed or distributed in source code form, or (B) be made available for the purpose of making derivative works.

You acknowledge and agree that the Framework and all Documentation and the information in them represent Katalon’s confidential and proprietary information. You agree to keep all such information confidential by exercising the necessary care required to prevent its disclosure and not to disclose or use such information for any purpose whatsoever other than as expressly authorized by this Agreement.

RESERVATION OF RIGHTS. Except for the limited rights expressly granted above in this Agreement, Katalon reserves all rights, title and interest in and to the Framework and any Modifications, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth above in this Agreement. Without limiting the generality of the foregoing, you may not (a) distribute outside your organization, sublicense, copy, modify, or publicly display the Framework, (b) use on behalf of any third party, or permit any third party to use, the Framework, (c) decompile or reverse engineer the Framework; (d) remove any proprietary rights notices on the Framework, or (e) attempt to gain unauthorized access to the Framework or circumvent any security measures within the Framework. If you believe you are entitled to reverse engineer the Framework because of rights that may be granted as a matter of local law, such as the Directive 2009/24/EC of the European Parliament and of the Council of 23 April 2009 on the legal protection of computer programs (as amended), then (1) you shall first request the technical information from Katalon, (2) this technical information may be used only for the purposes of ensuring interoperability and compatibility, and (2) the technical information will be considered Katalon’s confidential information and treated as such according to the terms set forth in this Agreement.

MODIFICATIONS AND FEEDBACK. You may submit Modifications to Katalon through Katalon’s Git repository. All Modifications and all suggestions, enhancement requests, recommendations or other feedback provided by you, including relating to the Framework (“Feedback”) are owned exclusively by Katalon, and you on behalf of yourself and any of your users hereby assign to Katalon all right, title and interest, including all intellectual property rights, in and to all Modifications and Feedback. To the extent ownership rights are not effectively transferred to Katalon above, you grant Katalon a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Framework any Feedback and Modifications. Katalon may use and incorporate any Feedback and Modifications without any compensation or acknowledgement to you. Katalon is not obligated to use or include any Feedback or Modifications which have been submitted.

TERMINATION. Your license to the Framework and Documentation terminates immediately upon the earlier to occur of the following: (a) when you stop using the Framework, (b) upon your breach of any of the terms contained in this Agreement, or (c) upon termination of your Katalon Studio license. Upon termination for any reason, you shall immediately destroy all copies of the Framework and any related Documentation in your possession or control.

DISCLAIMERS. The Framework is provided free of charge and “as-is.” CONSEQUENTLY, KATALON MAKES NO, AND DISCLAIMS, ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

LIMITATION OF LIABILITY. In no event will Katalon or its officers, directors, agents, and employees, be liable to you under this Agreement or otherwise, regardless of the form of claim or action, in an amount that exceeds $100. In no event will Katalon or its officers, directors, agents, and employees, be liable to you for consequential, exemplary, incidental, or indirect damages or costs (including legal fees and expenses) or loss of goodwill or profit in connection with the Framework or this Agreement, even if Katalon has been advised of the possibility of such damages or costs. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so this paragraph may not apply to you.

COMMUNICATIONS. General questions and communications regarding the Framework and Documentation can be made via the means provided at https://forum.katalon.com/. Any notices to Katalon regarding this Agreement should be made to info@katalon.com.

GOVERNING LAW AND LANGUAGE. This Agreement is governed by the laws of the state of Georgia, USA, without regard to choice or conflicts of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The official language of this Agreement is English. All contract interpretations, notices and dispute resolutions shall be in English. Translations of any of these documents are not to be construed as official or original versions of the documents.

DISPUTE RESOLUTION.

1. If you are a resident of, or a company organized under a state or territory of, the United States, then all disputes regarding this Agreement will be settled exclusively in any court of competent jurisdiction located in Fulton County, Georgia. Each party hereby consents and submits to the in personam jurisdiction of such courts. Each party hereby waives any objection based on forum non conveniens and any objection to venue of any action instituted under this Agreement to the extent that an action is brought in the courts identified above.

2. Otherwise, all disputes regarding this Agreement shall be finally resolved by binding arbitration before a single arbitrator pursuant to the then-existing Rules of Conciliation and Arbitration (“Rules”), and under the auspices, of the International Chamber of Commerce (“ICC). The arbitrator shall be knowledgeable in the chosen law and the software industry. At either party’s request, the arbitrator shall give a written opinion stating the factual basis and legal reasoning for the decision. The arbitrator shall have the authority to determine issues of arbitrability and to award damages as permitted by this Agreement. The parties, their representatives, and any other participants shall hold the existence, content, and result of arbitration in confidence. The arbitration proceedings will take place in Atlanta, Georgia. Judgment on the arbitration award may be entered in any court having jurisdiction.

3. Notwithstanding the foregoing, Katalon may, at its sole discretion, seek preliminary judicial relief in any court of competent jurisdiction (including, but not limited to, preliminary injunctive relief) as necessary to enforce its rights in its intellectual property.

LIMITATION OF ACTIONS. No action arising out of this Agreement, regardless of form, may be brought by you more than one year after the date the cause of action has accrued.

EXPORT COMPLIANCE. The Framework may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you as an individual and your organization are not named on any U.S. government denied-party list. You shall not use or export the Framework in violation of any U.S. export law or regulation.

U.S. GOVERNMENT END USE PROVISIONS. The following applies to all acquisitions of the Framework and Documentation by or for the U.S. government or by any prime contractor or subcontractor under any contract, grant or other activity with the U.S. government. The Framework and Documentation and services utilizing the Framework and Documentation provided under this Agreement are “commercial items” as that term is defined at 48 C.F.R. 2.101 consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and other applicable acquisition regulations and are provided to the U.S. Government only as a commercial item. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202, all U.S. Government users and licensees acquire the Framework and its associated services and Documentation with only those rights and subject to the restrictions set forth in this Agreement. Notwithstanding the foregoing, the Framework and its associated services and Documentation may not be acquired by the U.S. government pursuant to a contract incorporating clauses prescribed by FAR Subpart 27.4 or DFARS Subpart 227.4.

MISCELLANEOUS. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to this Agreement. No waiver or modification of any provision of this Agreement will be effective unless it is in writing, refers to this Agreement, and is signed by authorized representatives of the parties. No failure or delay by either party to exercise any right, power, or remedy constitutes a waiver of that right, power, or remedy. A party’s waiver of the performance of any covenant or any breach is not to be construed as a waiver of any succeeding breach or of any other covenant. If any provision of this Agreement requires judicial interpretation, this Agreement is not to be more strictly construed against one party than the other. If any provision of this Agreement is declared invalid by a court of competent jurisdiction, the provision will be ineffective only to the extent of the invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect. You may not assign, sublicense, or transfer this Agreement without the prior written consent of Katalon. Any attempt by you to sublicense, assign or transfer any rights, duties, or obligations here under is null and void.